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<br />22 <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 />(b) The Constitution and the laws of the State of California, and the Charter <br />of the City, authorize the City to enter into the Installment Purchase Contract and the <br />Indenture and to enter into the transactions contemplated thereby and to carry out its <br />obligations under each of the aforesaid agreements, and the City has duly authorized <br />and executed each of the aforesaid agreements in accordance with the laws of the State <br />of California. <br /> <br />(c) Neither the execution and delivery of the Installment Purchase Contract <br />or the Indenture nor the fulfillment of or compliance with the terms and conditions hereof <br />or thereof, nor the consummation of the transactions contemplated hereby or thereby, <br />conflicts with or results in a breach of the terms, conditions or provisions of any <br />restriction or any agreement or instrument to which the City is now a party or by which <br />the City is bound, or constitutes a default under either of the foregoing, or results in the <br />creation or imposition of any lien, charge or encumbrance whatsoever upon any of the <br />property or assets of the City. <br /> <br />(d) The City has duly authorized and executed this Installment Purchase <br />Contract and the Indenture in accordance with the laws of the State of California. <br /> <br />(e) The City is empowered to set rates and charges for services provided by <br />the Enterprise provided to the users of the Enterprise without review or approval by any <br />state or local governmental agency. <br /> <br />(f) This Installment Purchase Contract and the pledge of Net Revenues is a <br />first lien and pledge on Net Revenues. <br /> <br />Section 5.20. Representations, Covenants and Warranties of the Authority. The <br />Authority represents, covenants and warrants to the City as follows: <br /> <br />(a) The Authority is a joint powers authority duly organized, existing and in <br />good standing under and by virtue of the laws of the State of California; has power to <br />enter into the Installment Purchase Contract and the Indenture; is possessed of full <br />power to own and hold real and personal property and to sell the same; and has duly <br />authorized the execution and delivery of all of the aforesaid agreements. <br /> <br />8.A. - Page 190 of 255 <br />818