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55A - RESO - GAS TAX BONDS
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11/05/2019
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55A - RESO - GAS TAX BONDS
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Last modified
10/30/2019 12:55:49 PM
Creation date
10/30/2019 11:40:51 AM
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City Clerk
Doc Type
Agenda Packet
Agency
Finance & Management Services
Item #
55A
Date
11/5/2019
Destruction Year
2024
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appointed with due care, and shall not be responsible for any willful misconduct or negligence on <br />the part of any agent, attorney, custodian or nominee so appointed. <br />The Escrow Agent agrees to accept and act upon instructions or directions pursuant to <br />this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar <br />unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an <br />incumbency certificate listing persons designated to give such instructions or directions and <br />containing specimen signatures of such designated persons, which such incumbency certificate <br />shall be amended and replaced whenever a person is to be added or deleted from the listing. If <br />the Authority or the City elects to give the Escrow Agent e-mail or facsimile instructions (or <br />instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act <br />upon such instructions, the Escrow Agent's understanding of such instructions shall be deemed <br />controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising <br />directly or indirectly from the Escrow Agent's reliance upon and compliance with such <br />instructions notwithstanding the fact that such instructions conflict or are inconsistent with a <br />subsequent written instruction. The Authority agrees to assume all risks arising out of the use of <br />such electronic methods to submit instructions and directions to the Escrow Agent, including <br />without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk <br />of interception and misuse by third parties. <br />The Authority and City acknowledge that to the extent regulations of the Comptroller of <br />the Currency or other applicable regulatory entity grant the Authority and City the right to <br />receive brokerage confirmations of security transactions as they occur, the Authority and City <br />specifically waives receipt of such confirmations to the extent permitted by law. The Escrow <br />Agent will furnish the Authority and City periodic cash transaction statements which include <br />detail for all investment transactions made by the Escrow Agent hereunder. <br />Section 9. Amendment. This Escrow Agreement may be modified or amended at <br />any time by a supplemental agreement which shall become effective when the written consents <br />of the owners of one hundred percent (100%) in aggregate principal amount of the 2007 <br />Certificates then outstanding shall have been filed with the Escrow Agent. This Escrow <br />Agreement may be modified or amended at any time by a supplemental agreement, without the <br />consent of any such owners, but only (1) to add to the covenants and agreements of any party, <br />other covenants to be observed, or to surrender any right or power herein or therein reserved to <br />the City, (2) to cure, correct or supplement any ambiguous or defective provision contained <br />herein, or (3) in regard to questions arising hereunder or thereunder, as the parties hereto or <br />thereto may deem necessary or desirable and which, in the opinion of counsel, shall not <br />adversely affect the interests of the owners of the 2007 Certificates or the Bonds, and that such <br />amendment will not cause interest on the 2007 Certificates or the Bonds to become subject to <br />federal income taxation. <br />Section 10. Termination; Unclaimed Money. This Escrow Agreement shall terminate <br />when the 2007 Certificates have been paid; provided, however, that (i) money held by the <br />Escrow Agent pursuant to this Escrow Agreement for the payment and discharge of any of the <br />2007 Certificates (which shall not be payable as to interest from and after the date set for <br />redemption) which remain unclaimed for two (2) years after such payments were due, shall be <br />repaid by the Escrow Agent to the City free from the trust created by the 2007 Trust Agreement <br />55394.00055\32329256.4 5 5A _7 5 <br />
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