Ordinance 3405-14 - Laserfiche WebLink

Article 8. Concerning the Paying Agent and Refunding Trustee Section 8.1. Representations. The Refunding Trustee hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 8.2. Limitation on Liability. The liability of the Refunding Trustee to transfer funds for the payment of the principal of and interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Refunding Trustee shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the City promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Bonds shall be taken as the statements of the City and shall not be considered as made by, or imposing any obligation or liability upon, the Refunding Trustee. The Refunding Trustee is not a party to the proceedings authorizing the Bonds or the Refunded Bonds and is not responsible for nor bound by any of the provisions thereof(except to the extent that the Refunding Trustee may be a place of payment and paying agent and/or a paying agent/registrar therefor). In its capacity as Refunding Trustee, it is agreed that the Refunding Trustee need look only to the terms and provisions of this Agreement. The Refunding Trustee makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security afforded thereby or hereby, and the Refunding Trustee shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Refunding Trustee shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Refunding Trustee shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Refunding Trustee be responsible for the consequences of any error of judgment; and the Refunding Trustee shall not be answerable except for its own neglect or willful misconduct, nor for any loss unless the same shall have been through its negligence or bad faith. Unless it is specifically otherwise provided herein, the Refunding Trustee has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with A-6 P\20287 CMVV\20287 AMT 10/14/14