Res 2000-073 - Laserfiche WebLink

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d. A duly completed and executed Certificate of Acceptance regarding the Equipment which evidences, among other things, that Lessee has accepted delivery thereof on behalf of Lessor on or prior to the" Acceptance Deadline" set forth in the Equipment Schedule, or such later date as is otherwise agreed to in advance and in writing by Lessor; e. Evidence of due compliance with the insurance provisions of Section 12 hereof; f. If the Equipment or any portion thereof is to be located at a location that is not owned by Lessee or that is owned by Lessee but is subject to a mortgage or deed of trust in favor of a beneficiary other than Lessor, a landlord/lienholder's acknowledgment and waiver duly executed by the landlord/lienholder thereof; g. Duly executed and completed UCC-l Financing Statement(s) that describes the Equipment; and h. Such other documents and instruments as Lessor shall in its sole discretion require, which may include, t shall not be limited to, an opinion oflegal counsel to Lessee acceptable to Lessor as to such matters as Lessor shall require. If Lessee shall fail or refuse to satisfy all of the conditions precedent set forth herein and in the Equipment Schedule on or prior to the "Acceptance Deadline" set forth in the Equipment Schedule or such later date as is otherwise agreed to in writing by Lessor, then (a) Lessor may, at its option, terminate the lease of the Equipment to Lessee under this Lease; and (b) if such lease is terminated by Lessor, then, without further act (i) Lessee will thereupon be assigned all rights and shall assume all obligations as purchaser of such Equipment and shall indemnify and hold Lessor harmless from and against any and all claims ofthe manufacturer, vendor, transporter or any other person in connection with the purchase, delivery and failure or refusal to accept such Equipment, (ii) Lessee shall have all rights as the purchaser of such Equipment and be entitled to pursue any and all remedies that may be available against the manufacturer, vendor, transporter or any other person for any failure or breach in connection with the manufacture, shipment and delivery of the Equipment, and (iii) if Lessee shall fail or refuse to accept delivery of the Equipment even though such Equipment is in good order and in substantial conformance with any applicable purchase order, Lessee shall be liable to Lessor for, and shall indemnify Lessor against, all direct and consequential damages and/or costs incurred by Lessor in connection with such failure or refusal. 4. TERM, RENT AND EARLY TER.\ilINATION. The term of this Lease, and the respective rental amounts, divided into principal and interest components, and the payment dates, are set forth in the Equipment Schedule. Overdue installments shall bear interest at the lesser of (a) a rate of interest equal to the prime rate announced by Houston Community Bank, N.A. from time to time plus five percent (5%) which rate shall change when and as such prime rate changes or (b) the maximum lawful rate allowable by law (the "Overdue Rate") and shall be due and payable immediately without notice for each installment of rent not paid when due and payable. The Overdue Rate shall in no event exceed fifteen percent (15%) per annum. Notwithstanding anything contained in this Lease to the contrary, all the financial obligations of the Lessee pursuant this Lease are subject to appropriations for each budget year during the term of this contract. In the event no funds or insufficient funds are appropriated or budgeted for the intended use of the Equipment, the Lease Payments due under this Lease, or any other financial obligation of Lessee pursuant to the Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations were received, except as to the portions of Lease Payments herein agreed upon for which funds shall have been so appropriated and budgeted. To the extent permitted by law, Lessee may not terminate the Lease in order to purchase, rent or lease property performing functions similar to those performed by the Equipment, and agrees not to permit functions similar to those performed through the use of the Equipment to be performed by its own employees or by any agency or entity affiliated with or hired by Lessee. 5. RENTAL PAYMENTS. Lessee's obligation to make installment payments hereunder for each fiscal year for the term of this municipal lease shall be absolute and unconditional and shall not be subject to any contractual defenses, offsets, counterclaims, or withholdings based upon disputes or claims that Lessee may have against Lessor, whether arising under this Lease or otherwise. 2