Res 1999-069 - Laserfiche WebLink

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agrees to pay directly from its own funds the costs of acquiring and completing the Equipment that exceed the Deposit. Lessee agrees to pay, defend, indemnify and hold Lessor harmless from any liabilities, obligations, claims, costs and expenses (including reasonable attorney fees and expenses) of whatever kind imposed on or asserted against Lessor in any way related to any purchase orders or purchase contracts for any Equipment. 4. PROJECT DESCRIPTION, Lessee, as agent of Lessor, shall have the right to make any changes in the description of the Equipment or of any component or components thereof, whenever the Lessee in its reasonable discretion deems such changes to be necessary; provided, that any such change shall not materially alter the nature of the Equipment and shall not reduce the fair market value of the Equipment; provided further, that any increase in the acquisition and installation costs resulting from any such change shall, to the extent the increased acquisition and installation costs exceed the amount of the Deposit, be payable solely from other funds available to Lessee for such purpose. 5. RIGHT TO SUPERVISE INSTALLATION AND PERFORMANCE. Lessee, as agent for Lessor, agrees to supervise the installation of the Equipment and any property related thereto in a careful and reasonable manner and to otherwise carefully monitor the performance of the vendors/contractors in the performance of their duties in connection with the installation of the Equipment. 6. RIGHT TO ENFORCE CONTRACTS. Lessee shall have the right to enforce any contract which it enters into with respect to the acquisition and installation of the Equipment in its own name or the name of Lessor, at law or in equity; provided, that Lessor shall be able to assert said rights and powers in its own behalf. 7. NO LIABILITY OF LESSOR. Lessor shall not be obligated to assume or perform any obligation of Lessee relating to the Equipment or any vendors/contractors with respect thereto. 8. NO ARBITRAGE CERTIFICATION. This certification is being made by Lessee pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and related Treasury Regulations (the "Regulations"), including, but not limited to, Treasury Regulation Sections 1.148-2 and 1.148-7. Lessee acknowledges that the following facts, estimates and circumstances are in existence on the date of this Addendum or are reasonably expect to occur hereafter. (a) The Lease provides for the lease of the Equipment by Lessor to Lessee. Under the Lease, Lessee is required to make Rent Payments with respect to the Equipment, comprising principal and interest, on the dates and in the amounts stated in the Payment Schedule to the Lease. (b) Pursuant to this Addendum and for the purpose of assuring Lessee of the availability of monies needed to pay the cost of the Equipment when due, Lessee and Lessor have agreed to the above terms of this Addendum and Lessor has agreed to pay the Deposit as provided herein. (c) Binding contracts or purchase orders providing for the acquisition and delivery of the Equipment have been issued by Lessee to Equipment Vendors therefor or will be issued within 6 months of the Deposit Date. Lessee hereby agrees that it will cause the work under all such purChase orders and contracts to be diligently performed after the Deposit is paid to Lessee, and that the Equipment will be completed in accordance with the specifications therefor by such dates as shall be necessary so that no less than 95% of the Deposit shall be expended for costs of the Equipment within 6 months following the Deposit Date and that the entire Deposit shall be expended (or applied to the payment of rent) within 12 months following the Deposit Date (d) It is presently expected that all such funds initially deposited by Lessor with Lessee under this Addendum shall be disbursed to pay for the Equipment, but any such amounts ultimately determined not to be needed for such purposes shall no later than 12 months after Deposit Date be paid by Lessee to Lessor and such amount will applied by Lessor for benefit of Lessee either: (1) toward the principal portion of the Rent Payment next coming due under the Lease; or (2) toward a partial prepayment of the principal amount remaining due under the Lease and thereupon Lessor shall prepare and deliver to Lessee a revised Payment Schedule reflecting such partial prepayment of principal. (e) All of the spendable proceeds of the Lease will be expended on the Equipment and related expenses within 12 months of the Deposit Date The original proceeds of the Lease do not exceed the amount necessary for the purpose for which the Lease is issued. The interest of Lessee in the Equipment has not been and is not expected during the term of the Lease to be sold or disposed of by Lessee. No sinking fund is expected to be created by Lessee with respect to the Lease and Rental Payments. (f) To be best of the knowledge and belief of the undersigned representative of Lessee, the expectations of Lessee, (muniagn2.doc)