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6 <br />assignment is required by law to effect such succession, anything herein to the contrary <br />notwithstanding. <br /> <br />The City shall indemnify, defend and hold harmless the Escrow Agent and its officers, <br />directors, employees, representatives and agents, from and against and reimburse the Escrow <br />Agent for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, <br />reasonable costs and expenses (including reasonable attorneys’ and agents’ fees and <br />expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed <br />against the Escrow Agent directly or indirectly relating to, or arising from, claims against the <br />Escrow Agent by reason of its participation in the transactions contemplated hereby except to <br />the extent caused by the Escrow Agent’s negligence or willful misconduct. The provisions of the <br />foregoing sentence shall survive the termination of this Agreement or the earlier resignation or <br />removal of the Escrow Agent. <br /> <br />The Escrow Agent shall have the right to accept and act upon instructions, including <br />funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using <br />Electronic Means (“Electronic Means” means the following communications methods: e-mail, <br />facsimile transmission, secure electronic transmission containing applicable authorization <br />codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or <br />system specified by the Escrow Agent as available for use in connection with its services <br />hereunder); provided, however, that the City shall provide to the Escrow Agent an incumbency <br />certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) <br />and containing specimen signatures of such Authorized Officers, which incumbency certificate <br />shall be amended by the City, whenever a person is to be added or deleted from the listing. If <br />the City elects to give the Escrow Agent Instructions using Electronic Means and the Escrow <br />Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of <br />such Instructions shall be deemed controlling. The City understands and agrees that the <br />Escrow Agent cannot determine the identity of the actual sender of such Instructions and that <br />the Escrow Agent shall conclusively presume that directions that purport to have been sent by <br />an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have <br />been sent by such Authorized Officer. The City shall be responsible for ensuring that only <br />Authorized Officers transmit such Instructions to the Escrow Agent and that the City and all <br />Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable <br />user and authorization codes, passwords and/or authentication keys upon receipt by the <br />City. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or <br />indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions <br />notwithstanding such directions conflict or are inconsistent with a subsequent written <br />instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to <br />submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent <br />acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) <br />that it is fully informed of the protections and risks associated with the various methods of <br />transmitting Instructions to the Escrow Agent and that there may be more secure methods of <br />transmitting Instructions than the method(s) selected by the City; (iii) that the security <br />procedures (if any) to be followed in connection with its transmission of Instructions provide to it <br />a commercially reasonable degree of protection in light of its particular needs and <br />circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any <br />compromise or unauthorized use of the security procedures. <br /> <br />SECTION 7. Termination of Agreement. Upon payment in full of the principal of and <br />interest and prepayment premium on the 2013 Bonds and all fees, expense and charges of the <br />Escrow Agent as described above, this Agreement shall terminate and the Escrow Agent shall <br />be discharged from any further obligation or responsibility hereunder. <br />8.A. - Page 246 of 255 <br />874