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<br />18 <br />and any balance of such Net Proceeds not required by the City for such purpose shall be <br />applied to prepay the Installment Payments pursuant to Section 6.01(a) hereof, and any <br />Parity Obligations, on a pro rata basis in the manner provided herein and in the <br />instruments authorizing such Parity Obligations. <br /> <br />(b) If the foregoing conditions are not met, then such Net Proceeds shall be <br />applied to the prepayment of Installment Payments as provided in Article VI hereof. <br /> <br />Section 5.17. Further Assurances. <br /> <br />The City will adopt, deliver, execute and make any and all further assurances, <br />instruments and resolutions as may be reasonably necessary or proper to carry out the intention <br />or to facilitate the performance hereof and for the better assuring and confirming unto the <br />Authority of the rights and benefits provided to it herein. <br /> <br />Section 5.18. Release and Indemnification Covenants. <br /> <br />The City shall and hereby agrees to indemnify and save the Trustee and the Authority, <br />their officers, directors, agents, employees, successors or assigns harmless from and against all <br />claims, losses and damages, including legal fees and expenses, arising out of (i) the use, <br />maintenance, condition or management of, or from any work or thing done on, the Project by the <br />City, (ii) any breach or default on the part of the City in the performance of any of the City’s <br />obligations under the Installment Purchase Contract or the Indenture, (iii) any act of negligence <br />of the City or of any of its contractors, servants, employees or licensees with respect to the <br />Project, (iv) any act of negligence of any assignee or sublessee of the City, or of any agents, <br />contractors, servants, employees or licensees of the assignee or sublessee of the City with <br />respect to the Project, or (v) the Acquisition of the Project or authorization of payment, of the <br />costs of the Acquisition of the Project, to the extent permitted by law. Indemnification for any tort <br />mentioned in this Section shall exclude those arising from the willful misconduct or negligence <br />under the Indenture by the Trustee, and the Authority, their officers and employees. The City <br />further covenants and agrees to indemnify and save the Trustee and the Authority harmless <br />against any claim, loss, expense, advance, and liabilities which they may incur arising out of or <br />in the exercise and performance of their powers and duties under the Indenture and the <br />Installment Purchase Contract, including the costs and expenses (including attorneys fees and <br />disbursements) of defending against any claim of liability or enforcing any remedies, and which <br />are not due to their negligence or willful misconduct. The City further covenants and agrees to <br />advance to the Trustee and the Authority the amounts requested as the costs and expenses of <br />such defense. Any and all special obligations of the City under this Section shall be and remain <br />valid and binding special obligations of the City notwithstanding the payment in full of the <br />Installment Payments and the termination of this Installment Purchase Contract or the removal <br />or resignation of the Trustee pursuant to the Indenture. <br /> <br />Section 5.19. Further Representations, Covenants and Warranties of the City. <br /> <br />The City represents, covenants and warrants to the Authority as follows: <br /> <br />(a) The City is a duly organized and validly existing charter city and municipal <br />corporation, duly organized and existing under its charter and the laws and Constitution <br />of the State of California. <br /> <br />8.C. - Page 180