Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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"2093 Installment Purchase ContracY' means the Instaliment Purchase Contract, dated as of June 1, 2013, between the City and the Authority. "Water Service" means the service made available or provided by the Enterprise. ARTICLE II , ACQUISITION OF THE PROJECT Section 2.01. Purchase and Sale of the Project. The City represents and warrants that it is the owner of certain interests in the Project. The Authority hereby purchases from the City, and the City hereby sells to the Authoriry, the Project in accordance with the provisions of this Installment Purchase Contract. All right, title and interest in the Project shall immediately vest in the Authority on the Closing Date without further action on the pa�t of the Authority or the City. On the Closing Date, the Authority shall pay to the City, as and for the purchase price of the Project, the amount of$20,235,000, which amount shall be paid from the proceeds of the Bonds. The City hereby purchases from the Authority, and the Authority hereby sells to the City, the Project in accordance with the provisions of this Installment Purchase Contract. Upon the Closing Date, all of the Authority's remaining interest in the Project, if any, shall be transferred to and vest in the City, without the necessity of any additional document or transfer. Nothing herein shall require the Authority to perform any obligations of any purchaser with respect to any contract or purchase order with respect to the Project. The City acknowledges and agrees that the Authority makes no representation or warranty, express or implied, as to the Project, except as expressly set forth in this Installment Purchase Contract. The Ciry acknowledges that all risks relating to the Project or the transactions contemplated hereby or by the Indenture are to be borne by the City, and the benefits of any and all implied warranties and representations of the Authority are hereby waived by the City. Section 2.02. [Reserved]. Section 2.03. Indemnification and Expenses of Authority. To the extent permitted by law, the City does hereby assume liability for, and agrees to defend, indemnify, protect, save and keep harmless the Authority and its directors, officers and employees and its successors and assigns from and against any and all liabilities, obligations, losses, damages (including consequential damages incurred by others�, taxes and impositions, penalties, fines, claims, actions, suits, costs and expenses and disbursements (including legal fees and expenses) of whatsoever kind and nature imposed on, asserted against or incurred or suffered by the Authority or its directors, officers or employees or its successors and assigns in any way relating to or arising out of the purchase or Acquisition of the Project or the City's use thereof, the execution and delivery or performance hereof or the assignment hereof(except with respect to any representations and warranties made by the Authority therewith) or the Indenture or any other agreements related the�eto, or the enforcement of any of the terms thereof. 6