Common use of Liability of City Clause in Contracts

Liability of City. (a) The City shall not incur any responsibility in respect of the Improvement Area #3 Bonds or this Master Indenture other than in connection with the duties or obligations explicitly herein or in the Improvement Area #3 Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own willful default or act of bad faith. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Improvement Area #3 Bonds, or as to the existence of a default or event of default thereunder. (b) In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Master Indenture. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (c) No provision of this Master Indenture, the Improvement Area #3 Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered, or approved by the City in connection with the issuance, sale, delivery, or administration of the Improvement Area #3 Bonds (collectively, the “Bond Documents”), shall require the City to expend or risk its own general funds or revenues or other funds or otherwise incur any financial liability in the performance of any of its obligations hereunder, the sole source of payment of obligations incurred by the City under the Bond Documents being limited to the Pledged Revenues. (d) Neither the Owners nor any other Person shall have any claim against the City or any of its officers, officials, agents, or employees for damages suffered as a result of the City’s failure to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Act. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Improvement Area #3 Bonds by mandamus or other proceeding at law or in equity. (e) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (f) Whenever in the administration of its duties under this Master Indenture the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Master Indenture upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

Liability of City. (a) The City shall not incur any responsibility in respect of the Improvement Area #3 Bonds or this Master Indenture Agreement other than in connection with the duties or obligations explicitly provided herein or in the Improvement Area #3 Bonds assigned to or imposed upon itBonds. The City shall not be liable to any Owner in connection with the performance of its duties hereunder, except for its own negligence or willful default or act of bad faithdefault. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee Fiscal Agent herein or of any of the documents executed by the Trustee Fiscal Agent in connection with the Improvement Area #3 Bonds, or as to the existence of a default or event of default thereunder.. Under this Agreement, the following shall apply to the City: (bA) In the absence of bad faith, the City Fiscal Agent and the City, including the Finance Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and the City and conforming to the requirements of this Master IndentureAgreement. The City Fiscal Agent and the City, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts.; (cB) No provision of this Master Indenture, the Improvement Area #3 Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered, or approved by the City in connection with the issuance, sale, delivery, or administration of the Improvement Area #3 Bonds (collectively, the “Bond Documents”), Agreement shall require the City to expend or risk its own general funds or revenues or other funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for delinquent Reassessments and the payment of fees and costs of the Fiscal Agent) in the performance of any of its obligations hereunder, hereunder or in the sole source exercise of payment of obligations incurred by the City under the Bond Documents being limited to the Pledged Revenues. (d) Neither the Owners nor any other Person shall have any claim against the City or any of its officersrights or powers, officials, agents, if it shall have reasonable grounds for believing that repayment of such funds or employees for damages suffered as a result of the City’s failure adequate indemnity against such risk or liability is not reasonably assured to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents it; (C) The Fiscal Agent and the PID Act. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Improvement Area #3 Bonds by mandamus or other proceeding at law or in equity. (e) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent and the City may consult with counsel counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.; (fD) The City or the Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed; and (E) Whenever in the administration of its duties under this Master Indenture Agreement the City shall deem or the Fiscal Agent deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the CityCity or the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager Fiscal Agent or other person designated expert retained by the City Council to so act on behalf of or the CityFiscal Agent for the purposes hereof, and such certificate shall be full warrant to the City or the Fiscal Agent for any action taken or suffered under the provisions of this Master Indenture Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the or the Fiscal Agent City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem deem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

Liability of City. (a) The City shall not incur any responsibility in respect of the Improvement Area #3 Bonds or this Master Indenture other than in connection with the duties or obligations explicitly herein or in the Improvement Area #3 Bonds assigned to or imposed upon it, and then only to the extent of the Trust Estate. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default or act of bad faithdefault. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, conditions covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection with the Improvement Area #3 Bonds, or as to the existence of a default or event Event of default Default thereunder. (b) . In the absence of bad faith, the City City, including the CFD Administrator, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Master Indenture. The City City, including the CFD Administrator, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (c) . No provision of this Master Indenture, the Improvement Area #3 Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered, or approved by the City in connection with the issuance, sale, delivery, or administration of the Improvement Area #3 Bonds (collectively, the “Bond Documents”), Indenture shall require the City to expend or risk its own general funds or revenues or other funds or otherwise incur any financial liability (other than with respect to the Trust Estate) in the performance of any of its obligations hereunder, or in the sole source exercise of payment of obligations incurred by the City under the Bond Documents being limited to the Pledged Revenues. (d) Neither the Owners nor any other Person shall have any claim against the City or any of its officersrights or powers, officials, agents, if it shall have reasonable grounds for believing that repayment of such funds or employees for damages suffered as a result of the City’s failure adequate indemnity against such risk or liability is not reasonably assured to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents it. The City and the PID Act. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Improvement Area #3 Bonds by mandamus or other proceeding at law or in equity. (e) The City CFD Administrator may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (f) . The City shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed. Whenever in the administration of its duties under this Master Indenture the City or the CFD Administrator shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an appraiser, an Independent Financial Consultant or a Tax Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the City, and such certificate shall be full warrant to the City and the CFD Administrator for any action taken or suffered under the provisions of this Master Indenture or any Supplemental Indenture upon the faith thereof, but in its discretion the City or the CFD Administrator may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

Liability of City. (a) The City shall not incur any responsibility in respect of the Improvement Area #3 Bonds Bond or this Master Indenture Agreement other than in connection with the duties or obligations explicitly herein or in the Improvement Area #3 Bonds Bond assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default or act of bad faithdefault. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee Fiscal Agent herein or of any of the documents executed by the Trustee Fiscal Agent in connection with the Improvement Area #3 Bonds, or as to the existence of a default or event of default thereunder. (b) Bond.‌ In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Master IndentureAgreement. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (c) . No provision of this Master Indenture, the Improvement Area #3 Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered, or approved by the City in connection with the issuance, sale, delivery, or administration of the Improvement Area #3 Bonds (collectively, the “Bond Documents”), Agreement shall require the City to expend or risk its own general funds or revenues or other funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the sole source exercise of payment and of obligations incurred by the City under the Bond Documents being limited to the Pledged Revenues. (d) Neither the Owners nor any other Person its rights or powers, if it shall have any claim reasonable grounds for believing that repayment of such funds or adequate indemnity against the City such risk or any of its officers, officials, agents, or employees for damages suffered as a result of the City’s failure liability is not reasonably assured to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Actit. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Improvement Area #3 Bonds by mandamus or other proceeding at law or in equity. (e) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (f) . Whenever in the administration of its duties under this Master Indenture Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the CityFiscal Agent, and such certificate shall be full warrant warranty to the City for any action taken or suffered under the provisions of this Master Indenture Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.

Liability of City. (a) The City shall not incur any responsibility in respect of the Improvement Area #3 Bonds Bond or this Master Indenture Agreement other than in connection with the duties or obligations explicitly herein or in the Improvement Area #3 Bonds Bond assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default or act of bad faithdefault. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Trustee Fiscal Agent herein or of any of the documents executed by the Trustee Fiscal Agent in connection with the Improvement Area #3 Bonds, or as to the existence of a default or event of default thereunder. (b) Bond. In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Master IndentureAgreement. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. (c) . No provision of this Master Indenture, the Improvement Area #3 Bonds, the Assessment Ordinance, or any agreement, document, instrument, or certificate executed, delivered, or approved by the City in connection with the issuance, sale, delivery, or administration of the Improvement Area #3 Bonds (collectively, the “Bond Documents”), Agreement shall require the City to expend or risk its own general funds or revenues or other funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the sole source exercise of payment and of obligations incurred by the City under the Bond Documents being limited to the Pledged Revenues. (d) Neither the Owners nor any other Person its rights or powers, if it shall have any claim reasonable grounds for believing that repayment of such funds or adequate indemnity against the City such risk or any of its officers, officials, agents, or employees for damages suffered as a result of the City’s failure liability is not reasonably assured to perform in any respect any covenant, undertaking, or obligation under any Bond Documents or as a result of the incorrectness of any representation in, or omission from, any of the Bond Documents, except to the extent that any such claim relates to an obligation, undertaking, representation, or covenant of the City, in accordance with the Bond Documents and the PID Actit. Any such claim shall be payable only from Pledged Revenues. Nothing contained in any of the Bond Documents shall be construed to preclude any action or proceeding in any court or before any governmental body, agency, or instrumentality against the City or any of its officers, officials, agents, or employees to enforce the provisions of any of the Bond Documents or to enforce all rights of the Owners of the Improvement Area #3 Bonds by mandamus or other proceeding at law or in equity. (e) The City may rely on and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (f) . Whenever in the administration of its duties under this Master Indenture Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Trustee, an Independent Financial Consultant, an independent inspector or City Manager or other person designated by the City Council to so act on behalf of the CityFiscal Agent, and such certificate shall be full warrant warranty to the City for any action taken or suffered under the provisions of this Master Indenture Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (g) In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations, and directions of such persons or entities.