Res 2004-005 - Laserfiche WebLink

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surrender possession of the Equipment to Lessor on the date of such termination. In such event, subject to appropriations therefor, the Equipment will be packed for shipmem in accordance with manufacturer specifications and the Equipment shipped, freight prepaid and insured, to any location in the state of Texas designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. 6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in effect or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to warrant at all times, that: (a) Lessee .is a State, a Territory or a possession of the United States, the District of Columbia, or a political subdivision of any of the foregoing within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and Rulings related thereto. If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect. (b) Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and each Supplement and to carry out its obligations hereunder. (c) All requirements applicable to the Lessee have been met, and procedures have occurred in order to insure the enforceability of this Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease. (d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than Lessee. (e) Lessee has appropriated funds to pay rent until the end of its current appropriations period, and anticipates the appropriation of funds to make payments in each appropriation period, from now until the end of the term of this Master Lease. (f) This Lease constitutes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance with the respective terms hereof. (g) This Lease is not an arbitrage bond for purposes of Section 148 of the Internal Revenue Code of 1986, as amended, and Lessor and its assigns are entitled to treat the interest portion of the payments to be made hereunder as exempt from federal income taxes under Section 103 (a) of the Internal Revenue Code of 1986, as amended. (h) The Lessor, as agent for the Lessee, shall maintain records relating to the holder of the Lease, including the Lessor and its assigns, sufficient to comply with the registration requirements of Section 149(a) of the Internal Revenue Code of 1986, as amended. (i) Lessee does reasonably anticipate that it will issue tax exempt obligations (not including "private activity bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in excess of $10 million during the calendar year m which this Lease term commences, and this Lease is designated as a non-qualified tax exempt obligation for purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986 relating to deductibility of interest by financial institutions. (j) This Lease is not and shall not become a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended. (k) Lessee shall comply with all provisions of the Internal Revenue Code of 1986 which are necessary to preserve the tax exempt status of the interest component of the payments made and to be made under this Lease, including, without limitation, the investment and rebate provisions of Section 148, the prohibition against federal guaranties under Section 149 (b) and the information reporting requirements of Section 149 (e). 7, WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgmem and disclaims any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH