Attachment 1 – Master Lease RFP
                               MASTER LEASE AGREEMENT
                           (TANGIBLE PROPERTY AND SOFTWARE)

               This MASTER LEASE AGREEMENT ("Lease") is made and entered into on this
______ day of ____________, 200__ by and between _________________________________
(herein called "Lessor") and St. Louis County, Missouri, a charter county, 41 South Central,
Clayton, Mo. 63105 (herein called "County"), wherein it is agreed as follows:

                1.     Lease of Leased Property. Lessor leases to County and County leases from
Lessor, certain items of tangible property and/or software which may include items as detailed in
Section 2.3.1a in the Master Lease Request for Proposal (RFP).

              2.     Funding and Acceptance. In order to initiate the lease of tangible property
and/or software pursuant to this Agreement, County will submit a Request for Funding document
(Exhibit A) to the Lessor. Upon receipt from the County, the Lessor shall disburse the appropriate funds
in payment to the County within five working days. The Lessor will confirm funding by submitting a
signed copy of the Request for Funding document to the County. Upon delivery and acceptance of the
Request for Funding document, the Lessor will provide a completed Individual Lease Schedule (Exhibit
B). County will evidence its acceptance of the Leased Property by executing and delivering to
Lessor Exhibit B which includes a Certificate of Acceptance. Each funding or draw will constitute a
separate lease under this Master Agreement. County hereby authorizes Lessor to add to this Lease
and to any other description of the Leased Property the serial number of or other identifying
information for any part of the Leased Property when available.

                3.     Term. This Lease will become effective upon the execution hereof by
County and Lessor. The term of this Lease will continue until the end of County's current fiscal
year, December 31, 2008. This Lease may be continued, by mutual consent of both parties for
successive renewal terms, each of one year in duration, except that the final renewal term shall
terminate December 31, 2009. The terms and conditions during the original term and all renewal
terms shall be as provided in this Lease.

              County's option to renew or not to renew this Lease shall be conclusively
determined by whether or not the County enacts an ordinance, in accordance with its Charter, that
budgets and appropriates, specifically with respect to this Lease, moneys sufficient to pay all Lease
Payments (as hereinafter defined) for the subsequent renewal term.

                4.     Lease Payment. County agrees to pay to Lessor, or its assignee, lease
payments (the "Lease Payments"), including the interest portion, equal to the amounts specified in
Exhibit B. The Lease Payments will be payable without notice or demand at the office of Lessor
(or such other place as Lessor or its assignee may from time to time designate in writing), and will
commence on the first Lease Payment Date as set forth in Exhibit B and thereafter on the dates set
forth in Exhibit B. To the extent permitted by applicable law, any payments received later than ten
(10) days from the due date will bear interest at the rate equal to the current prime rate of interest
from the due date until the date paid. Except as specifically provided in Section 5 hereof, the Lease

Payments will be absolute and unconditional in all events and will not be subject to any set-off,
defense, counterclaim, abatement or recoupment for any reason whatsoever.

               County reasonably believes that funds can be obtained sufficient to make all Lease
Payments during the Lease Term by making provisions for such payments to the extent necessary in
each budget submitted for the purpose of obtaining funding, and by using all reasonable efforts to
have such portion of the budget approved. It is County's intent to make Lease Payments for the full
Lease Term if funds are legally available therefore and in that regard County represents that (a) the
use of the Leased Property is essential to its proper, efficient and economic operation, (b) County
has an immediate need for and expects to make immediate use of substantially all of the Leased
Property, which need is not temporary or expected to diminish in the foreseeable future, and (c)
during the Lease Term the Leased Property shall be used by County only for the purpose of
performing one or more of its governmental functions consistent with the permissible scope of its

                County hereby declares its current need for the Leased Property. County has
determined that, based upon the cost of acquisition of the Leased Property, the Lease Payments
hereunder during the original term and any renewal term represent the fair value of the use of the
Leased Property, and the purchase option price as provided herein represents the fair purchase price
of the Leased Property. County has given consideration to the costs of the Leased Property, the
uses and purposes for which the Leased Property will be employed by County, the benefit to
County by reason of the acquisition of the Leased Property and the use of the Leased Property
pursuant to the terms and provisions of this Lease and County's option to purchase the Leased
Property. County hereby determines and declares that the acquisition of the Leased Property and
the leasing of the Leased Property pursuant to this Lease will result in Leased Property of
comparable quality and meeting the same requirements and standards as would be necessary if the
acquisition of the Leased Property were performed by County other than pursuant to this Lease.
County hereby determines and declares that the period during which County has an option to
purchase the Leased Property (i.e., the maximum term of this Lease including all renewal terms)
does not exceed the useful life of the Leased Property.

                5.      Nonappropriation of Funds. In the event no funds or insufficient funds are
appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal
period for Lease Payments due under this Lease, then County will immediately notify Lessor or its
assignee of such occurrence. This Lease shall terminate and be rendered null and void on the last
day of the fiscal period for which appropriations were made without penalty, liability or expense to
County of any kind whatsoever, except as to (i) the portions of Lease Payments herein agreed upon
for which funds shall have been appropriated and budgeted or are otherwise available and (ii)
County's other obligations and liabilities under this Lease relating to, accruing or arising prior to
such termination. In the event of nonappropriation by County and termination of this Lease, Lessor
may (i) take possession of the Leased Property, in which event County shall take all actions
necessary to authorize, execute and deliver to Lessor all documents necessary to vest in Lessor all
of County's interest in and to the Leased Property; (ii) sell Lessor's (or its assignee's) interest in the
Leased Property; or (iii) lease the Leased Property, and collect the purchase price or rentals
therefore, for all or any portion of the remainder of its leasehold term upon such terms and
conditions as it may deem satisfactory in its sole discretion.

                Notwithstanding the foregoing, County agrees, during the Lease term, (i) that it will
not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it,
for the acquisition, retention or operation of the Leased Property or other Leased Property
performing functions similar to the Leased Property for the fiscal period in which such termination
occurs, and (ii) that it will not during the Lease Term give priority in the application of funds to any
other functionally similar Leased Property. This paragraph will not be construed so as to permit
County to terminate this Lease in order to acquire any other Leased Property or to allocate funds
directly or indirectly to perform essentially the same application for which the Leased Property are

                6.      Disclaimer of Warranties. Since County has selected the Leased Property
and the provider(s) of the Leased Property, Lessor shall not be responsible for any warranty or
representation, either express or implied, as it would relate to the value, design, condition,
merchantability or fitness for purpose of the Leased Property. In no event shall the Lessor be
liable for any actual, incidental, indirect, special or consequential damage in connection with the
County's use or maintenance of the Leased Property.

                7.     Representations.
                       A.      County represents, covenants and warrants, and as requested by
Lessor, will deliver an opinion of counsel to the effect that: (i) County is a fully constituted
political subdivision of the State of Missouri; (ii) the execution, delivery and performance by
County of this Lease and the related documents have been duly authorized by all necessary action
on the part of County and do not violate, conflict with, result in a breach of or constitute a default
under any statute, order, rule, regulation or judgment or any agreement or instrument by which
County is bound; (iii) this Lease constitutes a legal, valid and binding obligation of County
enforceable in accordance with its terms; (iv) the laws of the State of Missouri authorize County to
acquire, operate and maintain the Leased Property, to enter into this Lease and the related
documents and to carry out its obligations under this Lease and the related documents; and (v) the
official of County executing this Lease has been duly authorized to execute and deliver this Lease
under the terms and provisions of applicable County ordinances of or by other appropriate official
action. County further represents, covenants and agrees that (i) it will do or cause to be done all
things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all
bidding requirements where necessary and by due notification presented this Lease for approval and
adoption as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds
available to pay all amounts due hereunder for the current fiscal period; and (iv) to the best
knowledge of County there is no litigation or proceeding pending or threatened affecting the right
of County to execute this Lease or the ability of County to make the Lease Payments required

                     B.     Lessor represents that, within thirty (30) days after execution of
each individual lease schedule (Exhibit B), it will provide the County’s Director of
Administration a properly completed Form 8038-G or 8038-GC (as applicable), for execution.
County agrees to execute such form and deliver it to Lessor. Lessor shall provide County’s
Director of Administration with a copy of such form actually filed with the IRS within ten (10)
days of such filing.

                        C.    In addition to County executing IRS Form 8038-G or 8038-GC,
County will engage Bond Counsel, at the County’s expense, to provide a tax opinion on the tax
exempt status of this financing.

               8.       Current Expense. Lessor and County acknowledge and agree that the
obligation of County to make Lease Payments shall constitute currently budgeted expenditures of
County. County's obligations hereunder shall be from year to year only and shall not constitute an
indebtedness, liability or mandatory payment obligation of County in any ensuing fiscal year
beyond the then current fiscal year of County and shall not in any way be construed to be a debt of
County in contravention of any applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by County, nor shall anything contained herein constitute a
pledge of the general tax revenues, funds or moneys of County.

                9.      Title. Upon acceptance of the Leased Property by County hereunder, title to
the Leased Property will vest in County; provided, however, that (i) in the event of termination of
this Lease by County pursuant to Section 5 hereof; or (ii) upon the occurrence of an Event of
Default by County hereunder, and as long as such Event of Default is continuing; or (iii) in the
event that the purchase option has not been exercised prior to the Expiration Date, title will vest in
Lessor or its assignee free of any right, title or interest of County, and County shall execute and
deliver to Lessor all documents necessary to evidence such transfer of title.

                10.    Personal Property. The Leased Property is and will remain personal
property and will not be deemed to be affixed to or a part of any real estate on which it may be
situated, notwithstanding that the Leased Property or any part thereof may be or hereafter become in
any manner physically affixed or attached to real estate or any building thereon.

                11.     Use; Repairs. County will use the Leased Property in a careful manner for
the use contemplated by the manufacturer of the Leased Property and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages,
fees and charges arising out of its possession, use or maintenance. County, at its expense, will
maintain the Leased Property according to the manufacturer's recommended guidelines or the
equivalent and meet any and all re-certification requirements and keep the Leased Property in good
repair and furnish all servicing, parts, mechanisms and devices required therefore, which servicing,
parts, mechanisms and devices shall become part of the Leased Property.

                12.    Liens and Taxes. County shall not, directly or indirectly, create, incur,
assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with
respect to the Leased Property, other than those created under this Lease. County shall promptly, at
its own expense, take such action as may be necessary duly to discharge or remove any such
mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. County
shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be
imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Leased
Property, excluding however, all taxes on or measured by Lessor's income. If County fails to pay
said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said

charges and taxes. If Lessor pays any charges or taxes for which County is responsible or liable
under this Lease or otherwise, County shall, upon demand, reimburse Lessor therefore.

               13.      Loss or Damage to Leased Property. County shall be responsible for all
loss of or damage to the Leased Property. In the event of theft, damage, destruction or other loss
of use of the Leased Property, County will be responsible to continue payments in fulfillment of
this Lease, subject to the provisions of this Lease relating to non-appropriation. In the event that
County repairs the Leased Property, any and all proceeds from insurance provided by County
received by County may be applied to making such repairs and the excess retained by County. Any
excess of proceeds of insurance provided by Lessor shall be returned to Lessor.

                14.      Insurance. County, will, at its expense, maintain at all times during the
Lease Term, fire and extended coverage, public liability, and property damage insurance with
respect to the Leased Property in such amounts, covering such risks, and with such insurers as shall
be satisfactory to Lessor. Provided, that in lieu of such insurance, County may include the Leased
Property in its self-insurance policy, if applicable. In no event will the insurance limits be less than
the amount of the then applicable balance due. Each applicable insurance policy will name County
as an insured and Lessor or its assigns as an additional insured and loss payee, as appropriate, and
will contain a clause requiring the insurer to give Lessor or its assignee at least thirty (30) days prior
written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds
of any such policies will be payable to County and Lessor or its assigns as their interests may
appear. Upon written request by Lessor, after acceptance of the Leased Property and upon each
insurance renewal date, County will deliver to Lessor a certificate evidencing such insurance. In the
event of any loss, damage, injury or accident involving the Leased Property, County will promptly
provide Lessor with written notice thereof and make available to Lessor all information and
documentation relating thereto.

                 15.     Assignment. Without Lessor's prior written consent, County will not
(i) assign, transfer, pledge, hypothecate, or otherwise dispose of this Lease or the Leased Property
or any interest in this Lease or the Leased Property, or (ii) sublet or lend the Leased Property or
permit it to be used by anyone other than County or County's employees. Lessor, without the
consent of County, may assign all or any portion of its rights, title and interest in and to this Lease,
the Leased Property and any other documents executed with respect to this Lease in whole or in part
to various assignees, their agents or trustees. Any such assignees shall have all of the assigned
rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is
binding upon the successors and assigns of the parties hereto. Upon assignment of any of Lessor's
interests herein, Lessor will immediately cause written notice of such assignment to be sent to
County which will fully disclose the name of the assignee and address to which further payments
hereunder should be made. No further action will be required by Lessor or by County to evidence
the assignment, but County will acknowledge such assignments in writing if so requested.

               16.    Events of Default. The term "Event of Default", as used herein, means the
occurrence of any one or more of the following events:

                        A.       County fails to make any Lease Payment or any other payment as it
becomes due in accordance with the terms of this Lease and any such failure continues for ten (10)
days after the due date thereof;

                        B.      County or Lessor fails to perform or observe any material covenant,
condition, or agreement to be performed or observed by either of them and such failure is not cured
within ten (10) days after written notice thereof by the other; or

                       C.     The discovery by County or Lessor that any material statement,
representation, or warranty made by the other in this Lease or in any writing ever delivered pursuant
hereto or in connection herewith, is false.

               17.     Remedies. Upon the occurrence of an Event of Default by County, and as
long as such Event of Default is continuing, Lessor may, at its option, declare this Lease in default
and may by written notice to County, declare an amount equal to all amounts then due under this
Lease and all remaining Lease Payments due during the remainder of the fiscal period of County
during which such default has been declared to be immediately due and payable, whereupon the
same shall become immediately due and payable. Upon the occurrence of an Event of Default by
Lessor, and as long as such Event of Default is continuing, County may, at its option, declare this
Lease in default and obtain appropriate remedies, at law or equity, to which it is entitled.

               18.     Notices. All notices to be given under this Lease shall be made in writing
and mailed by certified mail, return receipt requested, addressed to:

               County:         St. Louis County, Missouri
                               Director of Administration
                               Lawrence K. Roos Building
                               41 South Central
                               Clayton, Mo. 63105


                or at such address as the party may provide in writing from time to time. Any such
notice shall be deemed to have been received when mailed.

              19.     Section Headings. All section headings contained herein are for the
convenience of reference only and are not intended to define or limit the scope of any provision of
this Lease.

               20.     Governing Law. This Lease shall be construed in accordance with and
governed by the laws of the State of Missouri. Any action brought with respect to this Lease shall
be brought in St. Louis County, Missouri.

               21.     Delivery of Related Documents. County will execute or provide, as
requested by Lessor in writing, such other documents and information as are reasonably necessary
with respect to the transactions contemplated by this Lease. Upon written request, County will
furnish Lessor annual financial statements of County within 180 days after the end of County's
fiscal year. During the Lease Term, upon written request, County will provide to Lessor annually
the budget for the ensuing fiscal year and such other financial information relating to the ability of
County to continue this Lease.

                22.     Attachments Included In Entire Agreement; Waiver. The RFP submitted by
Lessor to County in connection with this Lease, is hereby incorporated herein and made a part
hereof. This Lease, together with the RFP, the Certificate of Acceptance and the other attachments
hereto, along with any other documents or instruments executed by County and Lessor in
connection herewith, constitute the entire agreement between the parties with respect to the lease of
the Leased Property, and are deemed part of and are referred to as the “Lease.” This Lease and all
such attachments and parts shall not be modified, amended, altered, or changed except with the
written consent of County and Lessor. Any provision of this Lease found to be prohibited by law
shall be ineffective to the extent of such prohibition without invalidating the remainder of this
Lease. The waiver by either party of any breach by the other of any term, covenant or condition
hereof shall not operate as a waiver of any subsequent breach thereof.





On this ______________day of _____________________, 2008, before me personally appeared
____________________________________, who, being by me duly sworn, did say that he is
and that he executed the foregoing agreement pursuant to the authority given to him by the
Articles of Incorporation of said corporation, and acknowledged that he executed the same on
behalf of said corporation as his free act and deed.

In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year
first above written.

My commission expires:

                         Notary Public

                                         ST. LOUIS COUNTY:

                             Title: County Executive

Administrative Director


Director of Administration


County Counselor


Accounting Officer

                                                EXHIBIT A
                                        MASTER LEASE AGREEMENT
                                    TANGIBLE PROPERTY AND SOFTWARE
                                      REQUEST FOR FUNDING DOCUMENT                    NUMBER TP-______

St. Louis County hereby requests the funding to acquire (description of product) via lease/purchase financing
through the County’s Master Lease Agreement-Tangible Property and Software.

Detailed Description of Property:         ______________________________________________

Property Provider/Contact/Address:

Method of Acquisition:                            (e.g. Bid #, Contract #)

Property Cost:                            $__________________
Financing Amount Requested:               $__________________
Lease Term Requested:                     _____________ months
Anticipated Order Date:                   ___________________
Anticipated Delivery Date:                ___________________

Requested By:                                              Financing Approval:

                                                           Institution Name:

Signed:                                                    Signed:

Printed Name:                                              Printed Name:

Title:                                                     Title:

Financing Wiring Instructions:

                                        EXHIBIT B
                                MASTER LEASE AGREEMENT
                             TANGIBLE PROPERTY AND SOFTWARE
                                INDIVIDUAL LEASE SCHEDULE                                NUMBER TP-______


 QUANTITY                    DESCRIPTION                                                  LOCATION


     Pursuant to the lease of the above described eligible property, the County (Lessee) hereby certifies and
     represents to the Lessor as follows:

     (a)     All of the eligible property listed above has been accepted by the County on the date hereof.

     (b)     Funding for software projects have been fully estimated and requested in advance.

     (c)     The County has conducted such inspection and/or testing of the eligible property listed above as it
             deems necessary and appropriate and hereby acknowledges that it accepts the eligible property for
             all purposes intended.

Exhibit B                                                                                       Page 2
Master Lease Agreement
Tangible Property & Software
Individual Lease Schedule
Number TP-______


Original Lease (Principal) Amount: __________
Lease Term (# of years): __________
H.15 Interest Rate Swap as of      (Date)   :
H.15 Interest Rate Swap Rate:             (As per contract)
Effective Adjusted Rate of Lease: ___________

Payment #       Payment Due       Payment          Interest Paid        Principal Paid           Balance
                   Date           Amount
  Original          ---              ---                ---                    ---         $ (Principal)

     (Actual table shall be reduced or expanded to include the applicable number of semi-annual payments)

All provisions of the Master Lease Agreement shall be binding upon the Lessee and the Lessor. No other
provisions or agreements shall be applicable to the individual lease of the Eligible Property specified herein.


County (Lessee):                                           Lessor (Contractor):

                                                           Institution Name:

Signature:                                                 Signature:

Printed Name:                                              Printed Name:

Title:                                                     Title:


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