|
<br />-10-
<br />ARTICLE V
<br />
<br />COVENANTS OF THE CITY
<br />
<br />SECTION 5.1. Disclaimer of Warranties; Maintenance, Utilities and Taxes.
<br />
<br />(a) The Trustee makes no warranty or representation, either express or implied, as
<br />to the value, design, condition, merchantability or fitness for any particular purpose or fitness for
<br />the use contemplated by the City of the Project or any component thereof, or any other
<br />representation or warranty with respect to any of the Project or any component thereof. In no
<br />event is the Authority liable for incidental, indirect, special or consequential damages, in
<br />connection with or arising out of this Agreement or the Indenture for the existence, furnishing,
<br />functioning or use of the Project.
<br />
<br />(b) Throughout the Term of this Agreement, all improvement, repair and maintenance
<br />of the Water System shall be the responsibility of the City, and the City shall pay for or otherwise
<br />arrange for the payment of all utility services supplied to the Water System, which may include,
<br />without limitation, janitor service, security, power, gas, telephone, light, heating, Water and all
<br />other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair
<br />and replacement of the Water System resulting from ordinary wear and tear.
<br />
<br />The City shall also pay or cause to be paid all taxes and assessments of any type or nature,
<br />if any, charged to the Authority or the City affecting the Water System or the respective interests
<br />or estates therein; provided, however, that with respect to special assessments or other
<br />governmental charges that may lawfully be paid in installments over a period of years, the City
<br />shall be obligated to pay only such installments as are required to be paid during the Term of
<br />this Agreement as and when the same become due.
<br />
<br />SECTION 5.2. Release and Indemnification Covenants. The City agrees to
<br />indemnify the Authority and the Trustee and their respective officers, agents, successors and
<br />assigns, against all claims, losses and damages, including legal fees and expenses, arising out
<br />of (a) the use, maintenance, condition or management of, or from any work or thing done on or
<br />about the Water System by the City, (b) any breach or default on the part of the City in the
<br />performance of any of its obligations under this Agreement or the Indenture, (c) any act or
<br />omission of the City or of any of its agents, contractors, servants, employees or licensees with
<br />respect to the Water System, and (d) any act or omission of any lessee of the City with respect
<br />to the Water System. No indemnification is made under this Section 5.2 or elsewhere in this
<br />Agreement for willful misconduct or negligence under this Agreement by the Authority, or the
<br />Trustee, or their respective officers, agents, employees, successors or assigns. The provisions
<br />of this Section 5.2 shall survive the expiration of the Term of this Agreement.
<br />
<br />SECTION 5.3. Sale or Eminent Domain of Water System.
<br />
<br />(a) The City will not sell, lease or otherwise dispose of the Water System or any part
<br />thereof essential to the proper operation of the Water System or to the maintenance of the Net
<br />Revenues except as herein expressly permitted. The City will not enter into any lease or
<br />agreement which impairs the operation of the Water System or any part thereof necessary to
<br />secure adequate Net Revenues for the payment of the interest on and principal or redemption
<br />price, if any, on the Bonds, or which would otherwise impair the rights of the holders of the
<br />Bonds with respect to the Net Revenues or the operation of the Water System. Any real or
<br />personal property which has become non-operative or which is not needed for the efficient and
|