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HomeMy WebLinkAboutC2019-009 - 1/15/2019 - Approved IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Licensed Software&Services Only Lease/Purchase Master Agreement No:069457786L This Lease/Purchase Master Agreement For State and Local Government("Agreement")covers the terms and conditions under which IBM Credit LLC will finance various charges. This Agreement and its applicable Supplements and Addenda along with any required documents that reference this Agreement or a Supplement,and which are listed in the applicable Supplement,are the complete agreement regarding the Financing Transactions and replace any prior oral or written communications between both parties.Any addenda to this Agreement or an applicable Supplement ("Addenda")must be agreed to in writing by both Lessee and Lessor.Any attachment to this Agreement or an applicable Supplement ("Attachment")must be referenced in such Agreement or Supplement.If there is a conflict of terms among the documents,the order of precedence will be as follows: (a) attachments or addenda to the Supplement, (b) Supplement, (c)Attachments or Addenda to the Agreement,(d)this Agreement. By signing below,both parties agree to the terms of this Agreement. Once signed,any reproduction of this Agreement or a Supplement made by reliable means(for example,photocopy or facsimile)is considered an original. —Part-1-Definitions — _ — The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agreement"means this Lease/Purchase Master Agreement. "Commencement Date"is the date when the term of a Financing Transaction and Lessee's obligation to pay Lease Payments for such Financing Transaction commence,which date shall be set forth in each Lease/Purchase Supplement. "Event of Default"is defined in Section 12.1. "Financed Items" means any software program licenses, maintenance, services, and other one-time charges to be lease/purchased pursuant to this Agreement,and with respect to each Lease/Purchase Supplement,such items described therein. "Financing Transaction"means the lease/purchase transaction for Property set forth in any Lease/Purchase Supplement entered into pursuant this Agreement. "Lease/Purchase Supplement"or"Supplement"means a Lease/Purchase Supplement in the form attached hereto. "Lease Payments" means the Lease Payments payable by Lessee under Part 6 of this Agreement and with respect to each Lease/Purchase Supplement,the Payment Amounts set forth in each Lease/Purchase Supplement in Exhibit 1 thereto. "Lease Payment Dates"means the dates for the Lease Payments as set forth in the Payment Schedules for each Lease/Purchase Supplement. "Lease Term"means,with respect to a Financing Transaction,the Original Term and all Renewal Terms.The Lease Term for each Financing Transaction entered into hereunder shall be set forth in a Lease/Purchase Supplement,as provided in Section 4.2. "Lessee"or"Customer"means the entity identified on the Supplement,and its permitted successors and assigns. "Lessor"means the entity identified on the Supplement,and its successors and assigns. "Nonappropriation Event"is defined in Section 6.6. "Original Term" means, with respect to a Financing Transaction, the period from the Commencement Date until the end of the budget year of Lessee in effect at the Commencement Date. "Payment Schedule"means,with respect to a Financing Transaction,a schedule of lease payments for the Original Term and all Renewal Terms that indicates the Payment Due Date,the Lease Payment,the Interest Component and the Prepayment Price as set forth in each Payment Schedule. "Property" means, collectively, Financed Items lease/purchased pursuant to this Agreement, and with respect to each Lease/Purchase Supplement,the Financed Items described in such Lease/Purchase Supplement. "Renewal Terms"means the renewal terms of a Financing Transaction,each having a duration of one year and a term coextensive with Lessee's budget year. "State"means the state or commonwealth where Lessee is located. "Supplier" means International Business Machines Corporation "IBM", or any other manufacturer, vendor or provider of the Property leased/purchased by Lessee. C2019-009 1/15/19 Page 1 of 8 M2019-007 IBM Credit LLC ('1ANt'JFfl IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Part 2-Separate Financings Each Supplement executed and delivered under this Agreement shall be a separate financing,distinct from other Supplements.Without limiting the foregoing, upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Supplement, Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Supplement,and except as expressly provided in Section 11.2 below,Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Supplements unless an Event of Default or Nonappropriation Event has also occurred under such other Supplements. Part 3-Lessee's Covenants As of the Commencement Date for each Supplement executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: a. Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Supplement and the transactions contemplated thereby and to perform all of its obligations thereunder.Lessee has a substantial amount of one or more of the following sovereign powers: (i)the power to tax,(ii)the power of eminent domain, and(iii)the police power. b. Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic.To the extent Lessee should merge with another entity under the laws of the State,Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. c Lessee has been duly authorized to execute and deliver this Agreement and the Supplement by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Supplement,and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Supplement and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date, Lessee shall cause to be executed an Opinion of Lessee's Counsel in substantially the form attached to the form of the Supplement as Exhibit 2 and a Lessee's Certificate in substantially the form attached to the form of the Supplement as Exhibit 3. d. During the Lease Term for the Supplement, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. e. Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Supplement in such form and containing such information as may be requested by Lessor. f. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the"Code"), including Sections 103 and 148 thereof,and the regulations of the Treasury Department thereunder,from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Supplement and will not use or permit the use of the Property in such a manner as to cause a Supplement to be a"private activity bond"under Section 141(a)of the Code. Lessee covenants and agrees that no part of the proceeds of the Supplement shall be invested in any securities,obligations or other investments except for the temporary period pending such use nor used,at any time,directly or indirectly,in a manner which,if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Supplement to be or become "arbitrage bonds"within the meaning of Section 103(b)(2)or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Supplement. g. The execution,delivery and performance of this Agreement and the Supplement and compliance with the provisions hereof and thereof by Lessee does not conflict with, or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture,mortgage, note, lease of,or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court,governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. h. Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty(30)days'prior notice to Lessor. Part 4-The Transactions 4.1 Lease of Prooertv. On the Commencement Date of each Financing Transaction executed in the Supplement hereunder,Lessor will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Supplement, in accordance with this Agreement and such Supplement, for the Lease Term set forth in such Supplement. Z126-5798-US-04(10/2018) Page 2 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government 4.2 Lease Term. The term of each Financing Transaction shall commence on the Commencement Date set forth in the Certificate of Acceptance and shall terminate upon payment of the final Lease Payment set forth in such Payment Schedule, unless terminated sooner pursuant to this Agreement or the Supplement. 4.3 Delivery.Installation and Acceptance of Property. Lessee shall order the Property,shall cause the Property to be delivered and installed at the locations specified in the applicable Supplement,and shall pay all taxes,delivery costs and installation costs, if any,in connection therewith.To the extent funds are deposited under an escrow agreement for the acquisition of the Property,such funds shall be disbursed as provided therein.When the Property described in such Supplement is delivered,installed and accepted as to Lessee's specifications,Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Certificate of Acceptance substantially in the form attached to the Supplement 4.4 Assignment to Lessor. With respect to Property,Lessee assigns for security purposes to Lessor,effective upon Lessor signing the Supplement, its right to purchase the Property from its Supplier.Although Lessor shall have the obligation to pay the Supplier for the Property,not to exceed the principal amount set forth in the Supplement,all other rights and obligations as defined in the agreement between Lessee and Lessee's Supplier governing the purchase of the Property ("Purchase Agreement") shall remain with Lessee. Lessee represents that it has reviewed and approved the Purchase Agreement. Lessor will not modify or rescind the Purchase Agreement. 4.5 Credit Review. For each Financing Transaction,Lessee consents to a reasonable credit review by Lessor. Part 5-Enioyment of Property Lessee shall during the Lease Term peaceably and quietly have,hold and enjoy the Property,without suit,trouble or hindrance from Lessor,except as expressly set forth in this Agreement.Neither Lessor nor its successors or assigns shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Supplement. Part 6-Payments 6.1 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee,nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments for said fiscal year,and only the Lease Payments for said current fiscal year,shall be a binding obligation of Lessee;provided that such obligation shall not include a pledge of the taxing power of Lessee. 6.2 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Supplement, exclusively from legally available funds, in lawful money of the United States of America,to Lessor in such amounts and on such dates as described in the applicable Payment Schedule, at Lessor's address set forth as the"remit to" address in the invoice, unless Lessor instructs Lessee otherwise.Lessee shall pay Lessor a charge on any delinquent Lease Payments in an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment.In addition, Lessee shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. 6.3 Interest Component. A portion of each Lease Payment due under each Supplement is paid as, and represents payment of, interest, and each Supplement hereunder shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term. 6.4 Lease Payments to be Unconditional SUBJECT TO SECTION 6.6, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE SUPPLEMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS,BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT,CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY SUPPLIER AS PROVIDED IN SECTION 9.2. 6.5 Continuation of Lease by Lessee. Lessee intends to continue all Supplements entered into pursuant to this Agreement and to pay the Lease Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Supplements can be obtained.Lessee agrees that during the budgeting process for each budget year its staff will provide to the governing body of Lessee notification of any Lease Payments due under the Supplements during the following budget year. 6.6 Nonapprooriation. If,during the then current Original Term or Renewal Term,sufficient funds are not appropriated to make Lease Payments required under a Supplement for the following fiscal year,Lessee shall be deemed to not have renewed such Supplement for the following fiscal year and the Supplement shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Supplement beyond the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation (a"Nonappropriation Event") Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated,deliver possession of the Property under said Supplement to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon termination of said Supplement by reason of a Nonappropriation Event,the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal Z126-5798-US-04(10/2018) Page 3 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. In the event of a Nonappropriation Event under a Supplement, Lessee shall cease use of all software financed or acquired under the applicable Supplement and shall confirm and state in writing to Lessor that it has:(1)deleted or disabled all files and copies of the software from the equipment on which it was installed; (2)returned all software documentation, training manuals,and physical media on which the software was delivered;and(3)has no ability to use the returned software.Lessee shall also cease receipt and/or acceptance of any Property consisting of services which shall not have been performed by the service provider prior to the date of such Nonappropriation Event. Lessor may,by written instructions to any escrow agent who is holding proceeds of the Supplement, instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor,such sums to be credited to Lessee's obligations under the Supplement and this Agreement. Lessee shall notify Lessor in writing within seven(7)days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee. In the event of such nonappropriation, upon request from Lessor, Lessee agrees to provide in a timely manner,written evidence of such nonappropriation,a copy of the fiscal year budget in which such nonappropriation occurred and any other related documentation reasonably requested by Lessor. Part 7-Title to the Property Software that the Lessee acquires from the Supplier and finances with Lessor remains the property of the licensor.Ownership of the software is governed by the license agreement between the licensor and the_Lessee and is not affected by this Agreement: Part 8-Ancillary Charges 8.1 Liens. Taxes.Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances,except for the interest of Lessor under this Agreement.The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and,therefore,that the Property will be exempt from all property taxes.The Lease Payments payable by Lessee under this Agreement and the Supplements hereunder have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption. Nevertheless,if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property.Lessee shall pay such taxes or charges as the same may become due;provided that,with respect to any such taxes or charges that may lawfully be paid in installments over a period of years,Lessee shall be obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property. 8.2 Insurance.This section intentionally left blank. 8.3 Advances.This section intentionally left blank. Part 9-Warranties:Use of Financed Items 9.1 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED,AS TO ANY MATTER WHATSOEVER, INCLUDING,WITHOUT LIMITATION,THE DESIGN,OPERATION OR CONDITION OF,OR THE QUALITY OF THE MATERIAL,OR WORKMANSHIP IN,THE PROPERTY,ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE,THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF,THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS"ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made(or will make)the selection of the Property from the Supplier based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that(a) neither the Supplier nor any sales representative or other agent of Supplier,is(i)an agent of Lessor,or(ii)authorized to make or alter any term or condition of this Agreement,and(b)no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental,indirect,special or consequential damage in connection with or arising out of this Agreement, the Supplements, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Supplements. 9.2 Supplier's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including without limitation warranties)related to the Property against the Supplier.Lessee's sole remedy for the breach of such warranty,indemnification or representation shall be against the Supplier of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Supplier of the Property. 9.3 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Supplement.Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative,executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property (including compliance with any applicable privacy laws,rules or regulations and in conjunction therewith Lessee,upon cessation of the use, operation and control of, and prior to any disposition of the Property,shall destroy any data contained thereon that would be subject to such privacy laws,rules or regulations); provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable Z126-5798-US-04(10/2018) Page 4 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government manner that does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to the Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation,inquiry,claim or action by any governmental authority which could adversely affect this Agreement,any Supplement or the Property thereunder. Part 10-Prepayments Lessee shall have the option to prepay in whole, but not in part,the Lease Payments due under a Supplement on any Lease Payment Date, at the Prepayment Price set forth in the Payment Schedule as the "Prepayment Price", plus any past due amounts, accrued interest to the date of such prepayment and any other monetary amounts due under the Supplement to Lessor.The Prepayment Price shall be an amount equal to the present value of the remaining Lease Payments multiplied by the Prepayment Fee Rate set forth in such Lease Payment Schedule as the "Prepayment Fee Rate". Upon payment of all Lease Payments or the prepayment of all Lease Payments under the applicable Supplement, and performance by Lessee of all other terms, conditions and provisions hereof,Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor,of all of Lessor's right,title and interest in and to the Property subject to such Supplement to Lessee. Part 11-Assignment:Risk of Loss 11.1 Assignment by Lessor. Lessor's.right,_title_and interest in, to and-under-each-Supplement-and the Property under such Supplement may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the consent of Lessee; provided that any assignment shall not be effective against the Lessee until Lessee has received written notice, signed by the assignor, of the name,address and tax identification number of the assignee. Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Supplements. 11.2 Supplements Separate Financings. Assignees of the Lessor's rights in one Supplement shall have no rights in any other Supplement unless such rights have been separately assigned. 11.3 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT OR ANY SUPPLEMENT AND IN THE PROPERTY MAY BE ASSIGNED,SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON,WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.Any request by Lessee to assign a Supplement or any Property thereunder must be accompanied by an opinion of tax counsel satisfactory to Lessor that the assignment will cause no material change to the federal income tax treatment of the amounts payable as interest under the Supplement. 11.4 Risk of Loss Covenants. Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement.However,as between Lessor and Lessee,and to the extent permitted by law,Lessee shall bear the risk of loss for,shall pay directly,and shall defend Lessor against any and all claims,liabilities,proceedings,actions,expenses,damages or losses arising under or related to the Property, including,but not limited to,the possession,ownership,lease,use or operation thereof,except that(provided that Lessee has complied with its obligations under Section 9.3) Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Property in accordance with the terms of the Agreement to Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor. Part 12-Defaults and Remedies 12.1 Events of Default Defined. Any of the following shall constitute an"Event of Default"under a Supplement: a. Failure by Lessee to pay any Lease Payment under the Supplement or other payment required to be paid with respect thereto at the time specified therein; b. Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Supplement,other than as referred to in subparagraph(a)above,for a period of thirty(30)days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; c. Any statement, representation or warranty made by Lessee in or pursuant to the Supplement or its execution, delivery or performance shall prove to have been false,incorrect,misleading or breached in any material respect on the date when made; d. Lessee shall(i)apply for or consent to the appointment of a receiver,trustee, custodian or liquidator of Lessee,or of all or a substantial part of the assets of Lessee,(ii)be unable,fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or e. An order,judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver,trustee,custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its Z126-5798-US-04(10/2018) Page 5 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government application,approval or consent, and such order,judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. The foregoing provisions of Section 12.1 are subject to the following limitation:if by reason of force majeure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Supplement (other than the obligations on the part of Lessee contained in Part 6 hereof) Lessee shall not be in default during the continuance of such inability.The term"force majeure"as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments,agencies or officials,or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery,transmission pipes or canals;or any other cause or event not reasonably within the control of Lessee. A Nonappropriation Event is not an Event of Default. 12.2 Remedies on Default. Whenever any Event of Default exists with respect to a Supplement,Lessor shall have the right,at its sole option without any further demand or notice,to take one or any combination of the following remedial steps: a. Without terminating the Supplement, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the end_of_the.then current budget.year-of Lessee to be due,-including-withoutlimitation delinquent Lease Payments under the Supplement from prior budget years,and such amounts shall thereafter bear interest at the rate of 12%per annum or the maximum rate permitted by applicable law,whichever is less; b. Lessor may terminate the Supplement,and require Lessee to discontinue use of any Financed Items,and return to Lessor,at Lessee's expense the Financed Items;provided,however,that any proceeds from the disposition of the property in excess of the sum required to(i)pay off any outstanding principal component of Lease Payments,(ii)pay any other amounts then due under the Supplement, and(iii)pay Lessor's costs and expenses associated with the disposition of the Property(including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto,and further provided that no deficiency shall be allowed against Lessee. Lessee shall confirm and state in writing to Lessor that it has: (1)deleted or disabled all files and copies of the software from the equipment on which it was installed;(2)returned all software documentation,training manuals,and physical media on which the software was delivered;and(3)has no ability to use the returned software; c By written notice to any escrow agent who is holding proceeds of the Supplement, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor,such sums to be credited to payment of Lessee's obligations under the Supplement; d By written notice and demand to Lessee, Lessee shall cease receipt and/or acceptance of any Property consisting of services which shall not have been performed by the service provider prior to the date of Event of Default; e Lessor may take any action,at law or in equity,that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Supplement and this Agreement. 12.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity.No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient.In order to entitle Lessor to exercise any remedy reserved to it in this Part it shall not be necessary to give any notice,other than such notice as may be required in this Part. 12.4 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement,Lessee agrees to pay to Lessor or reimburse Lessor for,in addition to all other amounts due hereunder,all of Lessor's costs of collection,including reasonable attorney fees,whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee,shall be secured by this Agreement until paid and shall bear interest at the rate of 12%per annum or the maximum amount permitted by law,whichever is less.In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys'fees at trial or on appeal of such suit or action or in any bankruptcy proceeding,in addition to all other sums provided by law. Part 13-General 13.1 Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement/Supplement(or at such other address as either party hereto shall designate in writing to the other for notices to such party). 13.2 Arbitrage Certifications. Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Supplement: a. The estimated total costs, including taxes, freight, installation, cost of issuance,of the Financed Items under the Supplement will not be less than the total principal amount of the Lease Payments. Z126-5798-US-04(10/201 8) Page 6 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government b. Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i)that is reasonably expected to be used to pay the Lease Payments under the Supplement,or(ii)that may be used solely to prevent a default in the payment of the Lease Payments under the Supplement. c The Property under the Supplement has not been and is not expected to be sold or otherwise disposed of by Lessee,either in whole or in major part,prior to the last maturity of the Lease Payments under the Supplement. d There are no other obligations of Lessee which(i)are being sold within 15 days of the Commencement Date of the Supplement; (ii)are being sold pursuant to the same plan of financing as the Supplement;and(iii)are expected to be paid from substantially the same source of funds. e The officer or official who has executed the Supplement on Lessee's behalf is familiar with Lessee's expectations regarding this Section 13.2. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable. 13.3 Further Assurance*. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appropriate,from time to time, in the reasonable_opinion of Lessor,to_perfect,-confirm,-establish,reestablish1continue;or complete the interests of Lessor in this Agreement and the Supplements,to consummate the transactions contemplated hereby and thereby,and to carry out the purposes and intentions of this Agreement and the Supplements. 13.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.Any county,township,municipality,political subdivision or affiliate(collectively,"Affiliate")of Lessee may enter into a Financing Transaction under this Agreement by signing a Supplement referencing this Agreement and so will be bound to the terms and conditions of this Agreement as Lessee. Nothing in this Agreement obligates the Lessor to provide financing to an Affiliate. 13.5 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. 13.6 Amendments.Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Supplements at the time of such amendment or modification. 13.7 Execution in Counterparts. This Agreement and the Supplements hereunder may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. 13.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. 13.9 Captions. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or sections of this Agreement. 13.10 Accounting.Neither International Business Machines Corporation("IBM"),nor any other IBM organization or affiliate makes any representation whatsoever regarding Lessee's accounting treatment applicable to the Agreement.IBM accounts for receivables under this Agreement as financing receivables for US reporting purposes. 13.11 Business Contact Information.IBM and its affiliates,and their contractors and subprocessors,may store and otherwise process business contact information(BCI)of Lessee personnel and authorized users, for example name, business telephone, address and email,in connection with this Agreement wherever they do business.Where notice to or consent by the individuals is required for such processing,Lessee will notify and obtain the consent of any such individuals. 13.12 Account Data.Account Data is information,other than data and information("Content")from all equipment and BCI,that Lessee provides to IBM to enable Lessee's acquisition and use of Eligible Products or that IBM collects using tracking technologies, such as cookies and web beacons, regarding Lessee's use of IBM products. IBM and its affiliates,its contractors and subprocessors may use Account Data for example,to enable product features, administer use, personalize experience,and otherwise support or improve use of IBM Products. The IBM Online Privacy Statement at https://www.ibm.com/privacy/details/us/en/ and applicable attachments or transaction documents provides additional details. Z126-5798-US-04(10/2018) Page 7 of 8 IBM Credit LLC Lease/Purchase Master Agreement For State and Local Government Agreed to: Agreed to: at._ CITY OF CORPUS C J TI /",�� IBM Cre LLC By: / f �i��1���V . By: Au -•nzed S•nature Auth ized Signature Name(type or print): I‘ 5e_loon -Q.n Name(type or print): Kendall Clark Title(type or print): 0(1Title(type or print): Software Specialist Date:tl y �G Y�� � Date: January 21, 2019 Email Address: ` �-0e C'.G -ex S.Cpm Approved as to form: e. /CI Dlc d!;. • .. ,c /, MZ - 001AUIHU I Assisi t City Atto ney �� For 4 Attorney III COMM 1 --i5 I SECRETA v IP ATTEST RE ECCA HUERTA CITY SECRETARY —" Z126-5798-US-04(10/2018) Page 8 of 8 IBM Credit LLC LESSEE'S CERTIFICATE Page 1 oft Re: Lease/Purchase Supplement No.060405 to Lease/Purchase Master Agreement No.069457786L between IBM Credit LLC and CITY OF CORPUS CHRISTI("Lessee"). The undersigned (person signing at the bottom of this document), being the duly qualified and acting representative of the Lessee with the title indicated at the bottom of this document does hereby certify,as of the date executed,as follows: 1.Lessee did,by motion,resolution or ordinance duly enacted,in accordance with all requirements of law,approve and authorize the execution and delivery of the above-referenced Lease/Purchase Supplement and any related documents entered into pursuant to the Lease/Purchase Master Agreement(the"Lease/Purchase Supplement")by the following named representative of Lessee,to wit: NAME OF EXECUTING OFFICIAL(S) AUTHORIZED TO SIGN ANY LEASE/PURCHASE SUPPLEMENT SIGNATURE DOCUMENTS(incl.CERT of ACCEPTANCE) TITLE OF EXECUTING OF EXECUTING OFFICIAL(S) OFFICIAL(S) NOTE:THE PERSON SIGNING AT THE ( ) BOTTOM OF THIS DOCUMENT SHOULD NOT BE LISTED IN THIS TABLE And/Or -PL,-(setCo►111/_. �`C�1�� ,^J--�O Tcv f t�f 6per -�I.4'.�A=` — And/Or �'r��f,`7 l.cX,V� .1�e. _ tpp.u4y .-i" 1 lam{ - W'a And/Or // And/Or 2.The above-named representative(s)of the Lessee held at the time of such authorization and holds at the present time the office set forth above. 3.Any meeting(s)of the governing body of the Lessee which were required for the Lease/Purchase Supplement to be approved and authorized to be executed,were duly called, regularly convened and attended throughout by the requisite quorum of the members thereof,and the enactment approving the Lease/Purchase Supplement and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Lessee relating to the authorization and delivery of the Lease/Purchase Supplement have been: (a)held within the geographic boundaries of the Lessee;(b)open to the public,allowing all people to attend;(c)conducted in accordance with internal procedures of the gov rning ody;and(d)conducted in accordance with the charter of the Lessee,if any, and the laws of the State. The meeting of the o ear g of the Lessee at which the Lease/Purchase Supplement was approved and authorized to be executed was held on ! J [Lessee must enter the meeting date or"n/a"J. 4.No event or condition that constitutes,or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a Non-appropriation Event(as such terms are defined in the Lease/Purchase Master Agreement(the"Master Agreement"))exists at the date hereof with respect to this Lease/Purchase Supplement or any other Lease/Purchase Supplements under the Master Agreement. 5.The acquisition of all of the Property under the Lease/Purchase Supplement has been duly authorized by the governing body of Lessee. 6.Lessee has,in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the Lease/Purchase Supplement and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7.Lessee represents and warrants that the Property is essential to the proper,efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property,which need is not temporary or expected to diminish in the foreseeable future. 8.Bank Qualified Tax-Exempt Obligation under Section 265(Consult tax counsel for applicable provisions.). [Lessee must select one option below.] Lessee hereby designates this Lease/Purchase Supplement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3)(B)of the Code. Lessee reasonably anticipates issuing tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds and including all tax-exempt obligations of subordinate entities of the Lessee)during the calendar year in which the Commencement Date of this Lease/Purchase Supplement falls,in an amount not exceeding$10,000,000. or XNot applicable Z126-5746-US-03(02/2017) Exhibit 3 IBM Credit LLC LESSEE'S CERTIFICATE Page2of2 9. Has Lessee ever terminated a lease or financing contract prior to the expiration of its term(including all permitted renewal terms) due to nonappropriation or other provision permitting Lessee to terminate in Lessee's discretion? [Lessee must select one option below.] Yes_ No y. If yes,then please describe the circumstances of such termination: 10.As of the date hereof,no litigation is pending,(or,to my knowledge,threatened)against Lessee in any court(a)seeking to restrain or enjoin the delivery of the Master Agreement or the Lease/Purchase Supplement or of other agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or the Lease/Purchase Supplement, or the validity of the Master Agreement or the Lease/Purchase Supplement,or the payment of principal of or interest on,the Lease/Purchase Supplement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Lease/Purchase Supplement; or(d)affecting the provisions made for the payment of or security for the Master Agreement and the Lease/Purchase Supplement. Lessee:CITY OF CORPUS CHRISTI **By(Signature): _�� PRINTED NAME: ' 31 rlkix\ `TITLE: �1� YY� r kka,L- 'DATE: 'thSIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S)SHOWN IN THE TABLE ABOVE.(I.E.SIGNER MUST NOT BE THE SAME PERSON WHO SIGNED THE LEASE/PURCHASE SUPPLEMENT DOCUMENTS) A SELECTION OR RESPONSE MUST BE MADE IN REGARDS TO STATEMENTS 3,8&9. *ALL FIELDS ARE REQUIRED TO BE COMPLETED. Z126-5746-US-03(02/2017) Exhibit 3 IBM Credit LLC Supplement No:060405 Lease/Purchase Supplement Page 1 of 2 Lease/Purchase Master Agreement No.: 069457766L Lessee Name and Address: Lessor Name and Address: CITY OF CORPUS CHRISTI IBM Credit LLC 1201 LEOPARD 7100 Highlands Parkway CORPUS CHRISTI TX 78401-2120 Smyrna,GA 30082 igfnadoc@us.ibm.com This Supplement to the above referenced Lease/Purchase Master Agreement("Agreement")is executed between CITY OF CORPUS CHRISTI("Lessee")and IBM Credit LLC("Lessor"). Payment Period means the period for which a Payment is due and payable(e.g.,Month,Quarter). Payment Period is:Monthly Quote Validity Date is the date by which the executed Supplement must be returned to Lessor. Quote Validity Date is:January 31,2019 Supplier:IBM CORPORATION -_ TAXABLE FINANCING TRANSACTION(S) Ref Original Amount Interest Planned No. CRY' Property Description Term Financed(§) Rate Commencement (months) (%) Month 1 1 9EL1 ELA IBM SW ENTERPRISE LICENSE AGRE 60 362,342.88 0.00 January 2019 SPECIAL TERMS AND CONDITIONS: The following shall apply to this entire transaction. 1. For equipment,software and services not supplied by IBM, Lessor may pay fees to the supplier and/or other third-party firms for administrative services provided in connection with the transaction contemplated under this Agreement.Details are available upon request. 2. Leases under this Agreement are to finance one-time charges for products provided to Lessee by International Business Machines Corporation under the terms of the Software and Services Special Option,with a Start Date of 01/31/2019(as amended, supplemented or otherwise modified from time to time). 3. The Commencement Date for the Financing Transaction shall be the same date as the Start Date defined herein. Total Payments is as stated in the Software and Services Special Option with a Start Date of 01/31/2019 among CITY OF CORPUS CHRISTI, International Business Machines Corporation, and IBM Credit LLC (as amended,supplemented or otherwise modified from time to time,the("Software Agreement"),and is a portion of the Option Charges due thereunder. Financing Prepayment - If the Software Agreement is terminated for any reason including Lessee's default (the date of such termination,the"Termination Date"),then upon such Termination Date Lessee shall owe to Lessor any of the unpaid IGF financing payments in accordance with the terms of the Finance Agreement. Such financing payments are included as part of"Remaining Charges"as such term is defined in the Software Agreement.Upon Lessee's indefeasible payment of the Remaining Charges,the Financing Transaction set forth herein shall be prepaid and shall terminate. Lessee may not prepay the Financing Transaction set forth on the above-referenced Schedule except as expressly set forth herein. Remedies-Upon Lessee's default under this Agreement, (the date of such default,"Date of Default"),Lessee shall pay to Lessor the following amounts:(a)all Option Charges that are due and to become due,up to and including the Default Settlement Date that follows the Date of Default;plus(b)the Settlement Charge corresponding to that Default Settlement Date. Lessee shall also pay any taxes,charges,and fees that are due or to become due,up to and including that Default Settlement Date. Default Settlement Date Settlement Charge 01/31/2020 $261,992.10 01/31/2021 $185,581.16 01/31/2022 $116,206.37 01/31/2023 $54,224.97 01/31/2024 $0.00 2126-6420-US-01(05/2015) X00075468-11 IBM Credit LLC Supplement No:060405 Lease/Purchase Supplement Page 2 of 2 ADDITIONAL TERMS AND CONDITIONS: "Planned Commencement Month"means for the Financing Transaction to commence,the acceptance date must be prior to the end of the month of"Planned Commencement Month"indicated above unless otherwise approved by Lessor. The Lease Payment Schedule for this Supplement sets forth the scheduled Lease Payments under this Supplement.Notwithstanding the terms of this Agreement and provided no event of default exists,the Commencement Date for this Supplement shall be the last day of the Planned Commencement Month. With respect to Financed Items consisting of prepaid maintenance,Lessee accepts the terms of the prepaid maintenance and agrees to look solely to the maintenance provider for provision of such maintenance in accordance with the terms of the contracts with the maintenance provided for said maintenance. The interest rates applicable to a Supplement may reflect fees or other consideration Lessor receives from Lessee's Suppliers that is passed on to Lessee in the form of lower rates. For a Taxable Financing Transactions,the following provisions of the Lease/Purchase Master Agreement shall not be applicable:(i)Part 3, paragraph(f),(ii)Section entitled Arbitrage Certifications. Lessor reserves the right to reject any invoice that is:(i)not for information technology Equipment or related software or services,or(ii) dated more than 90 days prior to the date Lessor receives authorization from Lessee to finance. Capitalized terms set forth in this Supplement or in the attachments, but not defined herein or therein,shall have the meaning set forth in the Lease/Purchase Master Agreement. The complete terms and conditions of the Lease/Purchase Master Agreement are incorporated by reference. In addition to a Supplement,and as a requirement to entering into of Lease/Purchase Supplement,Lessee shall provide in completed and executed form,acceptable to Lessor,the additional documents attached to this Supplement that may include: (a)Payment Schedule for a Supplement,(b)Opinion of Counsel to the Lessee,(c)Lessee's Certificate,(d)Certificate of Acceptance,(e) State Addendum,if applicable and attached. The Agreement referenced above shall be incorporated herein by reference. Lessee hereunder shall be bound to the terms and conditions of the Agreement as Lessee.The Agreement,this Supplement and any applicable attachments or addenda are the complete, exclusive statement of the parties with respect to the subject matter herein. These documents supersede any prior oral or written communications between the parties. By signing below, Lessee represents and warrants that Lessee's name as set forth in the signature block below is Lessee's exact legal name and the information identifying Lessee's state of organization is true,accurate and complete in all respects. By signing below, both parties agree to the terms represented by this Agreement as it may be amended or modified. Delivery of an executed copy of any of these documents by facsimile or other reliable means shall be deemed to be as effective for all purposes as delivery of a manually executed copy. Lessee acknowledges that we may maintain a copy of these documents in electronic form and agrees that copy reproduced from such electronic form or by any other reliable means(for example, photocopy,image or facsimile)shall in all respects be considered equivalent to an original. Agreed to: Agreed to: CITY OF CORPUS CHRISTI IBM Credit LLC -Ak- ILL By: jam.✓' _ By: o ze.signature Auth zed signature r Name(type or print): j:�}-Q,(' 0_01111(13 Name(type or print): Kendall Clark Title(type or print): -\-e }m 11l Title(type or print): Software Specialist Date: I ,Z`-f J 9 Date: January 21, 2019 Z126-6420-US-01(05/2015) X00075468-11 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No:060405 Commencement Date The Commencement Date shall be the date of acceptance of the Property as set forth in the Acceptance Certificate executed by the Lessee and filed with the Lessor. The Lease Payment Due Dates listed below are based on the date of acceptance being a date on or before the end of the Planned Commencement Month. Lease Payment Schedule Total Principal Amount:$362,342.88 Interest Rate for Schedule:0.00% Prepayment Fee Rate: n/a Payment Lease Payment Lease Principal Interest Prepayment Price No. Due Dates Payments Component Component (After Making Payment _ ($) (S) ($) for Saki Due Date)(S) 2/01/2019 0.00 362,342.88 1 3/01/2019 100,350.78 100,350.78 0.00 261,992.10 4/01/2019 0.00 261,992.10 5/01/2019 0.00 261,992.10 6/01/2019 0.00 261,992.10 7/01/2019 0.00 261,992.10 8/01/2019 0.00 261,992.10 9/01/2019 0.00 261,992.10 10/01/2019 0.00 261,992.10 11/01/2019 0.00 261,992.10 12/01/2019 0.00 261,992.10 1/01/2020 0.00 261,992.10 2 2/01/2020 76,410.94 76,410.94 0.00 185,581.16 3/01/2020 0.00 185,581.16 4/01/2020 0.00 185,581.16 5/01/2020 0.00 185,581.16 6/01/2020 0.00 185,581.16 7/01/2020 0.00 185,581.16 8/01/2020 0.00 185,581.16 9/01/2020 0.00 185,581.16 10/01/2020 0.00 185,581.16 11/01/2020 0.00 185,581.16 12/01/2020 0.00 185,581.16 1/01/2021 0.00 185,581.16 3 2/01/2021 69,374.79 69,374.79 0.00 116,206.37 3/01/2021 0.00 116,206.37 4/01/2021 0.00 116,206.37 5/01/2021 0.00 116,206.37 6/01/2021 0.00 116,206.37 7/01/2021 0.00 116,206.37 8/01/2021 0.00 116,206.37 9/01/2021 0.00 116,206.37 10/01/2021 0.00 116,206.37 11/01/2021 0.00 116,206.37 12/01/2021 0.00 116,206.37 Z126-5744-US-03(05/2015) Page 1 of 3 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No:060405 Payment Lease Payment Lease Principal Interest Prepayment Price No. Due Dates Payments Component Component (After Making Payment (S) ($) ($) for Said Due Date)(S) 1/01/2022 0.00 116,206.37 4 2/01/2022 61,981.40 61,981.40 0.00 54,224.97 3/01/2022 0.00 54,224.97 4/01/2022 0.00 54,224.97 5/01/2022 0.00 54224.97 6/01/2022 0.00 54,224.97 7/01/2022 0.00 54,224.97 8/01/2022 0.00 54,224.97 9/01/2022 0.00 54,224.97 10/01/2022 0.00 54,224.97 11/01/2022 0.00 54,224.97 12/01/2022 0.00 54,224.97 1/01/2023 0.00 54,224.97 5 2/01/2023 54,224.97 54,224.97 0.00 0.00 3/01/2023 0.00 0.00 4/01/2023 0.00 0.00 5/01/2023 0.00 0.00 6/01/2023 0.00 0.00 7/01/2023 0.00 0.00 8/01/2023 0.00 0.00 9/01/2023 0.00 0.00 10/01/2023 0.00 0.00 11/01/2023 0.00 0.00 12/01/2023 0.00 0.00 1/01/2024 0.00 0.00 Totals: 362,342.88 362,342.88 0.00 Z126-5744-US-03(05/2015) Page 2 of 3 IBM Credit LLC Lease Payment Schedule Lessee Name: CITY OF CORPUS CHRISTI Lease/Purchase Supplement No:060405 QTY Product Description Serial No./ Principal Amt Alteration Reference No. ($) 1 9EL1 ELA IBM SW ENTERPRISE LICENSE AGRE 362,342.88 Totals: 362,342.88 Les e: CITY •I CORPUS C 'ISTI ✓,Now- —' ` Al NumBy: Authorized signature Name(type or print):pow ed 1\ 7 , Title(type or print): ��r; i�^wwT Y'�jf� -c 1' Date: t '"- "]�l Z126-5744-US-03(05/2015) Page 3 of 3 i .Q!?USCy 44 January0, 2019 III • F i"Y ji IBM Credit, LLC 7100 Highlands Parkway Smyrna, Georgia 30082 LEGAL DEPARTMENT RE: Lease/Purchase Supplement to Lease/Purchase Master Agreement between IBM Credit PO Box 9277 LLC and City of Corpus Christi,Texas Corpus Christi Ladies and Gentlemen: Texas 78469-9277 Phone 361-826-3360 Fax 361-826-3239 We have acted as special counsel to CITY OF CORPUS CHRISTI ("Lessee"), in u‘‘v,.cctexas.com connection with the Lease/Purchase Master Agreement No.069457786L(the "Master Municipal Court Agreement"), between CITY OF CORPUS CHRISTI, as lessee, and IBM Credit LLC, as lessor Prosecutor's Office ("Lessor"), and the execution of Lease/Purchase Supplement No 060405 (the 120 N.Chaparral "Lease/Purchase Supplement") pursuant to the Master Agreement. We have examined the Corpus Christi Texas 78401 law and such certified proceedings and other papers as we deem necessary to render this Phone 361-886-2530 Fax 886-2567 opinion. Human Relations All capitalized terms not otherwise defined herein shall have the meanings provided PO Box 9277 in the Master Agreement and Lease/Purchase Supplement. Corpus Christi Texas 78469-9277 As to questions of fact material to our opinion, we have relied upon the Phone 361-826-3190 Fax 361-826-3192 representations of Lessee in the Master Agreement and the Lease/Purchase Supplement and in the certified proceedings and other certifications of public officials furnished to us Risk Management PO Box 9277 without undertaking to verify the same by independent investigation. Corpus Christi Texas 78469-9277 Based upon,the foregoing,we are of the opinion that, under existing law: Phone 361-826-3680 Fax 361-826-3697 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State of Texas, and has a substantial amount of one or more of the following sovereign powers: (a)the power to tax, (b)the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Master Agreement and the Lease/Purchase Supplement and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Lease/Purchase Supplement by Lessee has been duly authorized by all necessary action on the part of Lessee. 4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Lease/Purchase Supplement, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Lease/Purchase Supplement and has entered into the Master Agreement and the Lease/Purchase Supplement, in compliance with all applicable public bidding laws. 6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Lease/Purchase Supplement. 7. The Master Agreement and the Lease/Purchase Supplement have been duly executed and delivered by Lessee and constitute legal,valid and binding obligations of Lessee,enforceable against Lessee in accordance with the terms thereof,except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application,or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases. 8. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or,to our knowledge,threatened) against Lessee in any court(a)seeking to restrain or enjoin the delivery of the Master Agreement or the Lease/Purchase Supplement or of other agreements similar to the Master Agreement; (b)questioning the authority of Lessee to execute the Master Agreement or the Lease/Purchase Supplement, or the validity of the Master Agreement or the Lease/Purchase Supplement,or the payment of principal of or interest on,the Lease/Purchase Supplement; (c)questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Lease/Purchase Supplement; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Lease/Purchase Supplement. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Lease/Purchase Supplement. Very truly yours, ' // By: Eli . seth Hundley, Assistant City drney,for Miles Risley,City Attorney Dated: LIST OF LPSS DOCUMENTS WITH SIGNING DIRECTIONS FOR EACH CLIENT: CITY OF CORPUS CHRISTI PREPARED BY: IBM Credit LLC (aka IBM Global Financing or IGF) Kendall Clark kendallc@us.ibm.com 404-210-1338 Please direct any questions or requests for changes to preparer listed above. Thank you. DOCUMENT TITLE COMMENTS Lease/Purchase Master Enter Signature, printed name of executing official (authorized Agreement For State and signer), and date in the space provided at the bottom left side of Local Government (14 parts) the last page. Lease/Purchase Supplement Enter Signature of executing official (authorized signer), printed name and DATE at bottom of the last page in Lessee place (left side). Ensure the Lessee full LEGAL NAME is correctly shown. Lease Payment Schedule Enter Signature, printed name, and Title of executing official (authorized signer) in box at bottom of the last page(left side). Lessee's Certificate This is the document most often filled out incorrectly so please call for clarification if there are any questions at all. Note: the signer of this document must NOT be the same as the executing officer(s)/siqners of any of the other documents in this package. -CHECK to be sure Lessee's LEGAL NAME is correctly shown. - Item# 1 - Have each of the executing officials add their name title and signature in the appropriate place in the box in this item. These are the people who are the authorized signers who signed or will be signing all the other documents in this package (Exception: Opinion of Counsel Letter and the 8038-G/GC form). - Item#3 - Enter the date the governing body authorized the documents to be executed, in the blank or n/a if authorization from a governing body is not needed. - Item#8 - Check the applicable answer to this item #8. Please check with tax counsel to ensure you are answering appropriately. The obligation may qualify under Section 103 of the IRC as a Tax-Exempt Obligation but yet not under Section 265 of the IRC. This question is specifically about Section 265. - Item #9 - Check the applicable answer to this item #9. If answer is yes, provide details. -SIGNATURE BLOCK- Enter the Signature and Title of the person authorized to make the claims in this document at the bottom of page 2. Please also print this signers' name under the signature block for clarification and enter the date signed. NOTE: the Signer of this document must NOT be the same as the Executing Official(s) shown in the box in Item # 1 on page 1 of the document. Certificate of Acceptance For execution once the equipment is delivered. • Enter Signature and printed name of executing official in space provided at bottom of the page. • Enter the Acceptance Date in the BOX provided using MM/DD/YYYY format. This should be a date in: Page 1 of 2 Form modified as of:August 2016 LIST OF LPSS DOCUMENTS WITH SIGNING DIRECTIONS FOR EACH December. Opinion of Lessee's Counsel • This wording should be cut/pasted onto letterhead of sample letter Lessee's counsel. (sent as an MS Word • The date of the execution of the Lease/Purchase Master document) Agreement should be filled in where indicated (2nd line of preamble). • Any proposed changes in wording should be vetted with IGF contact listed above before issuing the final version. • Letter should be signed by Lessee's counsel and dated. Purchase Order If a Purchase Order is required to pay the invoices when issued, please provide that PO#via email to the preparer listed above. Thank you for your business. Please contact us with any questions —we are here to help. IBM Global Financing Page 2 of 2 Form modified as of:August 2016