Res 1999-052 - Laserfiche WebLink

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hereto by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth in Schedule A opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor. In accordance with Section 3, Lessor shall apply any funds remaining in the Vendor Payable Account that represent the Initial Funds toward the Concluding Payment. 21. TAX ASSUMPTION; COVENANTS. Lessee hereby covenants with respect to this Lease that it will (i) ensure that its obligation to pay Lease Payments is not directly or indirectly secured by any interest in property, other than the Equipment, and that such payments will not be directly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's General Fund; (ii) not take any action or permit or suffer any action to be taken or condition to exist if the result of such action or condition would be to cause its obligation to make Lease Payments to be guaranteed, directly or indirectly, in whole or in part, by the United States or by any agency or instrumentality thereof; (iii) neither take any action (including, without limitation, entering into any lease, sublease, output contract, management contract, take-or-pay contract or other arrangement) nor omit to take any action if the result of such action or omission would be to cause the interest portion of each Lease Payment to become includable in the income of Lessor for purposes of federal, state or local income tax; (iv) provide (or cause to be provided) to Lessor such other information as lessor may reasonably request from Lessee to enable Lessor to fulfill tax filing, audit and litigation obligations, including, but not limited to, federal and state income tax filing obligations; {v) timely file a statement with respect to this Lease in the form required by Section 149(e) of the Internal Revenue Code of 1986, as amended; and (vi) neither take any action or omit to take any action if the result of such action or omission would be to cause this Lease to be an "arbitrage bond" within the meaning of Section 148 of the Code. If this Lease is accompanied by an Addendum for Escrow Funding, Lessee will execute and deliver to Lessor an Arbitrage Certificate (in the form provided by Lessor). 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein 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 five days subsequent to mailing. 23. 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. 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee 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 Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 9th day of March, 1999. LESSEE: Y CITY OF SAN MARCOS By: X~/ ~ M/l 'f. t.[;r-yl} ~GflliY~ ::SS~: ::me~ial Co~mon Vice Pmident Title: ~ City Managpr " Title: