MLA0029_A35_State_of_Ohio_LPMA_Package_fully_signed.pdf

LEASE/PURCHASE SUPPLEMENT No. 112949

TO LEASE/PURCHASE MASTER AGREEMENT

Customer reference:

Master License Agreement MLA0029

1. Terms and Provisions: This Lease/Purchase Supplement is entered into by and between the Lessor and the Lessee set forth below pursuant to the terms of the Agreement, dated 06/28/2017, between International Business Machines Corporation, as Lessor, and the State of Ohio, by the Department of Administrative Services, for the Lessee. The terms of the AGREEMENT are hereby incorporated by reference and made a part hereof.

2. Commencement Date for the Financing Transaction shall be the last day of the Planned Commencement

Month. The Parties agree that a Certificate of Acceptance will not be utilized for this transaction.

3. Description of the Property: The Property subject to this Supplement are set forth below

Item No. Quantity Purchase Price Property Description Interest Rate

1 1 4,097,533.58 IBM SW ENTERPRISE LICENSE AGREEMENT 0.00%

Property Location:

1320 ARTHUR E ADAMS DR

COLUMBUS OH 43215

4. Lease Term: 23 months. TOTAL PURCHASE PRICE: $ 4,097,533.58

5. Lease Payment Frequency (Payment Period): Monthly. See Payment Schedule for details.

“Payment Period” is the period for which a Payment is due and payable.

6. The transaction on this Supplement is a TAXABLE lease/purchase transaction.

7. The Lease Payment Schedule for this Supplement sets forth the scheduled Lease Payments under this Supplement.

8. Expiration. “This section is intentionally left blank”.

9. Prepaid Maintenance. With respect to Lease/Purchased 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 provider for said maintenance. Acceptance for purposes of a Supplement shall be the date of acceptance by Lessee in the Certificate of Acceptance.

10. Taxes. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest of

Lessor under the Agreement, and shall pay when due all, to the extent applicable by law, taxes, fees, withholdings, levies, imposts, duties, assessments and charges of any kind and nature arising out of or related to the Agreement all in accordance with Section 13 of the Agreement. Upon receipt by Lessor of any such property tax bill (whether from Lessee or directly from the taxing authority), Lessor will pay such tax and will invoice Lessee for the expense. Upon receipt of such invoice, Lessee will promptly reimburse Lessor for such expense.

11. Assignment. As provided in Section 26.2 of the Agreement, Lessee is hereby notified that Lessor intends to assign on the Commencement Date for this Supplement all of its right, title and interest in the Supplement, the Property thereunder and the Lease Payments thereunder and all other rights in and amounts provided for under the Agreement applicable to the Supplement to the Assignee (collectively the Assigned Interest).

Notwithstanding the foregoing, Lessor named above shall remain the billing and collection agent for the Assignee. The charges on this Lease/Purchase Supplement include the costs of providing this Lease/Purchase Supplement including costs incurred by IBM with any assignment under this Lease/Purchase Supplement.

Assignee: IBM Credit LLC 1 North Castle Drive Armonk, NY 10504

12. 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.

13. This transaction is being priced and structured as a transaction that does not qualify for tax-exempt interest treatment under the Internal Revenue Code.

14. 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 for the transaction.

15. 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.

16. The Agreement referenced above shall be incorporated herein by reference. 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

17. In signing this, Lessee warrants that the representations, covenants and warranties of the Lessee set forth in the Agreement, which are applicable to this Supplement are true and correct on the date hereof. Lessee agrees that it will pay all amounts due under the Supplement as directed in the invoice and subject to Section 9 of the Agreement.

18. No amendment or modification of this Agreement will be effective unless it is in writing and signed by both parties.

Lessor: International Business Machines Corporation

Lessee: State of Ohio, Department of Administrative Services

By:

By

Printed Name:

Printed Name:

Title:

Date:

State of Ohio Lease /Purchase Supplement No. 112949

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.

Payments will be made on the dates and in the amounts as specified below.

Lease Payment Schedule

Total Principal Amount: $4,097,533.58 Interest Rate for Schedule: 0.00 % Prepayment Fee Rate: N/A

Payment No.

Lease Payment Due Dates

Lease Payments

Principal Component

Interest Component

Prepayment Price (After Making Payment for Said Due Date) ($)

7/01/2025 0.00 4,097,533.58 1 8/01/2025 512,191.75 512,191.75 0.00 3,585,341.83

9/01/2025 0.00 3,585,341.83 2 10/01/2025 512,191.69 512,191.69 0.00 3,073,150.14

11/01/2025 0.00 3,073,150.14 12/01/2025 0.00 3,073,150.14

3 1/01/2026 512,191.69 512,191.69 0.00 2,560,958.45 2/01/2026 0.00 2,560,958.45 3/01/2026 0.00 2,560,958.45 4/01/2026 0.00 2,560,958.45

4 5/01/2026 512,191.69 512,191.69 0.00 2,048,766.76 6/01/2026 0.00 2,048,766.76 7/01/2026 0.00 2,048,766.76

5 8/01/2026 512,191.69 512,191.69 0.00 1,536,575.07 9/01/2026 0.00 1,536,575.07 10/01/2026 0.00 1,536,575.07

6 11/01/2026 512,191.69 512,191.69 0.00 1,024,383.38 12/01/2026 0.00 1,024,383.38 1/01/2027 0.00 1,024,383.38

7 2/01/2027 512,191.69 512,191.69 0.00 512,191.69 3/01/2027 0.00 512,191.69 4/01/2027 0.00 512,191.69

8 5/01/2027 512,191.69 512,191.69 0.00 0.00 Totals: 4,097,533.58 4,097,533.58 0.00

QTY Product Description Serial No. /

Alteration Reference No.

Principal Amt

1 9EL1 ELA IBM SW ENTERPRISE LICENSE AGREEMENT 4,097,533.58

Totals: 4,097,533.58

Lessee: STATE OF OHIO, DEPARTMENT

OF ADMINISTRATIVE SERVICES

By:

Name (type or print):

Title (type or print):

Lessee's Certificate

Re: Lease/Purchase Supplement No. 112949 to Lease/Purchase Master Agreement 004305215L dated 06/28/2017, by and between International Business Machines Corporation (“Lessor”) and the State of Ohio by the Department of Administrative Services for STATE OF OHIO (“Lessee”).

The undersigned, being the duly appointed ____________________________ of the State of Ohio do hereby certify, as of ____________, 20__, as follows:

1. Lessee has authorized the execution and delivery of the above-referenced Lease/Purchase Supplement (the "Supplement") pursuant to the Lease/Purchase Master Agreement (the "Master Agreement") by the following named representative of Lessee, to wit:

NAME OF EXECUTING OFFICIAL

(Official who signed the documents.)

TITLE

OF EXECUTING OFFICIAL

SIGNATURE

OF EXECUTING OFFICIAL

And/ Or

2. The above-named representative of the Lessee held at the time of such authorization and holds at the present time the office set forth above.

3. 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 (as such term is defined in the Master Agreement) exists at the date hereof with respect to this Lease Schedule.

4. The acquisition of all of the Property through the Supplement has been duly authorized by the governing body of Lessee.

5. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Payment scheduled to come due during the current budget year under the Supplement and to meet its other obligations for the current budget year and such funds have not been expended for other purposes

6. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoy in the delivery of the Master Agreement or the Supplement; (b) questioning the authority of Lessee to execute the Master Agreement or the Supplement, or the validity of the Master Agreement or the Supplement, or the payment of principal of or interest on, the Supplement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Supplement; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Supplement.

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.

State of Ohio Department of Administrative Services Attested By:

SOMEONE OTHER THAN THE EXECUTING OFFICIAL(S) SHOWN ABOVE MUST SIGN HERE.