RES 94044 - Laserfiche WebLink

Delivery Costs Fund. In the event the money so deposited as first above provided is insufficient to pay all the costs of the Acquisition of the Project, the Authority shall have no obligation whatsoever to use or provide any funds for the foregoing purposes other than the proceeds of the Bonds. Upon the Closing Date, all of the Authority's remaining interest in the Project, if any, shall be transferred to and vest in the City, without the necessity of any additional document or transfer. Nothing herein shall require the Authority to perform .any obligations of any purchaser with respect to any contract or purchase order with respect to the Project. In the event the Authority fails to observe or perform any agreement, condition, covenant or term contained herein required to be observed or performed by it, the City may institute such action or proceeding against the Authority as the City may deem necessary to compel ,the obse/-vance or performance of such agreement, condition, covenant or term, or to recover damages for the nonobservance or nonperformance thereof. The City may, at its own cost and expense and in its own name or in the name of the Authority, prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to protect or secure its rights hereunder, and in such event the Authority agrees to cooperate fully with the City and to take all action necessary to effect the substitution of the City for the Authority in any action or proceeding if the City shall so request. Section 2.02. Indemnification and Expenses of Authority. To the extent permitted by law, the City does hereby assume liability for, and agree to defend, indemnify, protect, save and keep harmless the Authority and its directors,, officers and employees and its successors and assigns from and against any and all liabilities, obligations, losses, damages (including consequential damages incurred by others), taxes and impositions, penalties, fines, claims, actions, suits, costs and expenses and disbursements (including legal fees and expenses) of whatsoever kind and nature imposed on, asserted against or incurred or suffered by the Authority or its directors, officers or employees or its successors and assigns in any way relating to or arising out of the purchase or Acquisition of the Project or the City's use thereof, the execution and delivery or performance hereof or the assignment hereof (except with respect to any representations and warranties made by the Authority therewith) or the Trust Agreement or any other agreements related thereto, or the enforcement of any of the terms thereof. Section 2.03. City to Act as Agent; Authority not Liable. The Authorit>- hereby irrevocably appoints the City as its agent in connection with the Acquisition of the Project. The City, as the agent of the Authority, shall cause such Acquisition ofthe Project to be completed as soon as is reasonably practicable and in accordance with this Installment Purchase Contract and the Trust Agreement and any applicable requirements of governmental authorities and law. The Authority and its directors, 6 9406701W.LA1