1998 AGN MAR 03 I07 - Laserfiche WebLink

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FEB -23-98 15:29 FROM:MARK PRESSMAN ASSOC ID:4154210755 PAGE ARTICLE II REPRESENTATION, COVENANTS AND WARR,A.NTIES SECTION 2.1 Rgnresentations, Covenants and Warranties of Lessee.,Lessee represents, covenants and warrants as follows: (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 action. (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, f= or corporation except as provided under the terms of this Lease. (f) Lessee will use the Equipment during the Lease Terra only to perform the essential governmental functions. (b) 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 completed and executed copy of a Certificate of Acceptance attached hereto as Exhibit C. (i) Upon the Execution of this Lease, Lessee will provide to Lessor an opinion of its legal counsel in the form attached hereto as Exhibit E and an Officer's Certificate in the form attached hereto as Exhibit D. 0) Lessee will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Cade and the Regulations_ (k) Lessee will cause a resolution substantially in the form attached hereto as Exhibit F to be adopted by its governing body. El 9/is