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will not cause the interest on the Refunded Bonds or the Refunding Bonds to become includable <br />in the gross income of the owners thereof for federal income tax purposes. <br />Any excess funds created in the Escrow Account as a result of such sale and/or <br />reinvestment (i.e., funds not required to pay when due principal of and interest on, the Refunded <br />Bonds, as shown on the certified public accountants' opinion required in subsection 9(b)) shall be <br />withdrawn from the Escrow Account and paid by the Escrow Agent to the City, free of any lien <br />of this Escrow Agreement, within ten business days of receipt of the City's written request to <br />withdraw such excess funds. <br />10. Annual Statement. For as long as any of the Refunded Bonds are outstanding, in <br />January of each year until termination of this Escrow Agreement, commencing January 1, 2013, <br />the Escrow Agent shall render a statement for the preceding year to the City, which statement <br />shall set forth the cash on hand and Escrowed Obligations which have matured and the amounts <br />received by the Escrow Agent by reason of such maturity, the interest earned on any of such <br />Escrowed Obligations, a list of any investments or reinvestments made by the Escrow Agent in <br />other Escrowed Obligations and the interest and/or principal derived therefrom, the amounts of <br />cash paid for the interest, principal and premium, if any, on the Refunded Bonds as said <br />payments became due and payable, and any other transactions of the Escrow Agent pertaining to <br />its duties and obligations as set forth herein. <br />11. Trust; Safekeeping. All Escrowed Obligations, moneys and investment income <br />deposited with or received by the Escrow Agent pursuant to this Escrow Agreement shall be <br />subject to the trust created by this Escrow Agreement, and the Escrow Agent shall be liable for <br />the preservation and safekeeping thereof; provided, however, that it shall not be responsible for <br />any depreciation in value of any of the Escrowed Obligations or for the reinvestment of the same <br />except as herein provided. <br />12. Duties, Obligations and Liabilities. The duties and obligations of the Escrow <br />Agent shall be as prescribed by the provisions of this Escrow Agreement, and the Escrow Agent <br />shall not be liable hereunder except for failure to perform its duties and obligations as <br />specifically set forth herein or to act in good faith in the performance thereof, and no implied <br />duties or obligations shall be incurred by the Escrow Agent other than those specified herein. <br />The Escrow Agent may consult with counsel of its choice, and except as provided in paragraph <br />9, the opinion of such counsel shall be full and complete authorization and protection with <br />respect to any action taken or not taken or suffered by it hereunder in good faith and in <br />accordance with the opinion of such counsel. <br />13. Resignation; Successor. The Escrow Agent may at any time resign and be <br />discharged of its obligations hereunder by giving to the Administrator of the City written notice <br />of such resignation and by refunding to the City a pro rata portion of the escrow fee set forth in <br />paragraph 3, not less than sixty days before the date when the same is to take effect. Such <br />resignation shall take effect upon the appointment and qualification of a successor agent. In the <br />event of receipt of notice of such resignation, a successor shall promptly be appointed by the <br />City, and the Administrator of the City shall immediately give written notice thereof to the <br />predecessor agent. If in a proper case no appointment of a successor agent is made within forty - <br />five days after the receipt by the City of notice of such resignation, the Escrow Agent or the <br />