Res 1992-033 - Laserfiche WebLink

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Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which Less~ may, pursuant to the provisions of section 7.3 hereof, permit to remain unpaid, (ii) this lease and amendments hereto, (Hi) Lessor1s interest in the Equipnent, and (iv) any mechanic/s, laborer's, materialmen's, supplier1s or vendor1s lien or right not filed or perfected in the manner prescribed by law, other than any lien arising through a Contractor or which Lessee may, pursuant to Article VIII hereof, permit to remain unpaid. Principal: The portion of any Rental Payment designated as principal in the attached Exhibit B. Purchase Option Price: with respect to the Equipment, as of the Payment Date, the amount so designated and set forth opposite such date in the attached Exhibit B. Rental Payment: The payment due froll Lessee to Lessor on each Payment Date for whicb tbis Lease is in effect, as shown on Exhibit B. Specification: The bid specifications and/or purchase order pursuant to which Lessee has ordered the Equipment from a Contractor. State: The State of Texas. State and Federal Law or Laws: The Constitution and any law of the State and any charter, ordinance, rule or regulation any agency or political subdivision of the state; and any law of the United states, and any rule or regulation of any federal agency. Term of this Lease or Lease Term: The Original Term and all Additional Terms for which this Lease remains in effect in accordance with Article IV, Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A description of the Equipment being leased by Lessee pursuant to this Lease, including the serial number thereof which shall be inserted when available. Exhibit B: A schedule to be completed by Lessor as provided in Section 4.1, indicating the date upon which the original Term and each Additional Term shall commence, the date and amount of each Rental Payment coming due during the Lease Term, the amount of each Rental Payment comprising Principal and Interest, the price at which Lessee may exercise its option to purchase Lessor's interest in the Equipment in accordance with Article X and the total amount of the Rental Payments coming due during the Original Term and each Additional Term. The due date of each Rental Payment shall be inserted on Exhibit B by Lessor when available. Exhibit C: A Certificate of Acceptance of Lessee indicating that the Equipment has been delivered and installed in accordance with the Specifications, and has been accepted by Lessee, the date on which Rental Payments shown in Exhibit B shall commence, and that certain other requirements have been met by Lessee. Exhibit D: An opinion of counsel to Lessee as to the organization I nature and powers of Lessee; the validity, execution and delivery of this Lease and various related documentsi the absence of litigation; and related matters. Exhibit E: A form of resolution of the governing body of Lessee relating to this Lease and, if applicable, certain federal tax matters. ARTICLE II REPRESEHTA'l'IOH, COVEHAHTS AND WARRAlfrIES Section 2.1. Representations. Covenants. and Warranties of Lessee. Lessee represents, covenants and warrants as __Hows: (a) Lessee is a Municipal corporation and political subdivision of the state, duly organized and existing under the Constitution and laws of the State, (b) Lessee is authorized under the Constitution and laws of the State to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (c) The officer of Lessee executing this Lease has been duly authorized to execute and deliver this Lease under the terms and provisions of a resolution of Lessee/s governing body, or by other appropriate official approval. (d) In authorizing and executing this Lease, Lessee has complied with all public bidding and other State and Federal Laws applicable to this Lease and the acquisition of the Equipment by Lessee. (e) Lessee will not pledge, mortgage or assign this Lease, or its duties and obligations hereunder to any other person, firm or corporation except as provided under the terms of this Lease. (f) Lessee will use the Equipment during the Lease Term only to perform only essential governmental functions. (g) Lessee will take no action that would cause the Interest portion of the Rental Payments to become includible in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the Code) and Treasury Regulations promulgated thereunder (the Regulations), and Lessee will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest portion of the Rental Payments does not become includible in gross income of the recipient for federal income tax purposes under the Code and Regulations. (h) Upon delivery and installation of the Equipment, Lessee will provide to Lessor a cOlpleted and executed copy of a Certificate of Acceptance attached hereto as Exhibit C. 2 lb