HomeMy WebLinkAbout2022-03 Lease Purchase Agreement (Ladder Truck)Resolution 2022-03
A resolution approving the form of the Lease Purchase Agreement with ZIONS
BANCORPORATION, N.A., Salt Lake City, Utah. Finding that it is in the best
interests of CITY OF CHUBBUCK, IDAHO to enter into said Agreement, and
authorizing the execution and delivery thereof.
Whereas, the City Council (the "Governing Body") CITY OF CHUBBUCK, IDAHO has
determined that a true and very real need exists for the leasing of the equipment described in the
Equipment Lease Agreement presented to this meeting; and
Whereas, the Governing Body has reviewed the form of the Lease Purchase Agreement and
has found the terms and conditions thereof acceptable to CITY OF CHUBBUCK, IDAHO; and
Whereas, the Governing Body has taken the necessary steps, including any legal bidding
requirements, under applicable law, specifically through a joint purchasing agreement through
Sourcewell pursuant to Idaho Code § 67-2806, to arrange for the leasing of such equipment under
the Lease Purchase Agreement.
Be it resolved by the Governing Body of CITY OF CHUBBOCK, IDAHO as follows:
Section 1. The terms of said Lease Purchase Agreement are in the best interests of CITY OF
CHUBBUCK, IDAHO for the leasing of the equipment described therein.
Section 2. The Mayor is hereby authorized to execute and deliver the Lease Purchase
Agreement and any related documents necessary to the consummation of the transactions
contemplated by the Lease Purchase Agreement for and on behalf of CITY OF CHUBBUCK,
IDAHO.
Section 3. The officers of the Governing Body and CITY OF CHUBBUCK, IDAHO are
hereby authorized and directed to fulfill all obligations under the terms of the Lease Purchase
Agreement.
Adopted and approved this 6th day of April, 2022. f -
Attest:
By4
By
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[SF A L] +
LEASE PURCHASE AGREEMENT
This equipment lease purchase agreement (the "Lease") dated as of April 14, 2022, by and
between ZIONS BANCORPORATION, N.A., One South Main Street, 18t" Floor, Salt Lake City,
Utah 84133 ("Lessor"), and City of Chubbuck, 290 East Linden Avenue, Chubbuck, Idaho 83202
. ("Lessee"), a body politic and corporate existing under the laws of the State of Idaho. This Lease
includes all Exhibits hereto, which are hereby specifically incorporated herein by reference and
made a part hereof.
Now therefore, for and in consideration of the mutual promises, covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
Lease of Equipment
Section 1.1 Agreement to Lease. Lessor hereby demises, leases, and lets to Lessee and Lessee
rents, leases and hires from Lessor, the "Equipment' (as hereinafter defined), to have and to hold
for the term of this Lease; provided, however, that the obligation of Lessor to lease any item of the
Equipment and to make payment to the Vendor therefor is subject to the condition precedent that
Lessee shall provide the following at its cost, in form and substance satisfactory to Lessor:
(i) Evidence satisfactory to Lessor as to due compliance with the insurance provisions of
Section 10.2 hereof; provided, however, that in the event the Lessee shall deliver a
performance bond as permitted in (iii) below, the Lessee shall not be required to
provide such evidence of insurance until such time the Equipment is delivered and the
Lessee delivers the Delivery and Acceptance Certificate in compliance with (iii)
below;
(ii) Invoice of the Vendor of such item of Equipment; and
(iii) Delivery and Acceptance Certificate in the form attached hereto as Exhibit "E"
executed by Lessee acknowledging delivery to and acceptance by Lessee of such items
of Equipment; provided, however, that in lieu of delivering such Delivery and
Acceptance Certificate, the Lessee may deliver a performance bond insuring the
delivery of the Equipment in form and substance acceptable to Lessor, and provided
further that upon delivery of the Equipment, Lessee shall deliver to Lessor the
Delivery and Acceptance Certificate.
Section 1.2 Title. During the term of this Lease, title to the Equipment will be transferred to,
and held in the name of, Lessee, subject to retransfer to Lessor. Upon termination of this Lease as
provided in Sections 3.3 (a) or 3.3 (c), title to the Equipment will transfer automatically to Lessor
without the need for any further action on the part of Lessor, Lessee, or any other person, provided
that if any action is so required, Lessee by this Lease appoints Lessor its irrevocable attorney in
fact to take any action to so transfer title to the Equipment to Lessor. Lessor at all times will have
access to the Equipment for the purpose of inspection, alteration, and repair.
Section 1.3 Security. To secure the payment of all of Lessee's obligations to Lessor under this
Lease, Lessee grants to Lessor a security interest in the Equipment and in all additions,
attachments, accessions, and substitutions to or for the Equipment. The security interest granted
herein includes proceeds. Lessee agrees to execute such additional documents, including financing
statements, affidavits, notices, and similar instruments, in form satisfactory to Lessor, which
Lessor deems necessary or advisable to establish and maintain its security interest in the
Equipment. Lessor understands and agrees that the security interest granted in this Section shall
be subject and subordinate to presently existing security interests and/or purchase money security
interests in miscellaneous equipment which may be installed in accordance with the provisions of
Section 9.3.
ARTICLE II
Definitions
The terms defined in this Article II shall, for purposes of this Lease, have the meaning herein
specified unless the context clearly otherwise requires:
"Business Day" shall mean any day except Saturday, Sunday and legal holidays on which
banks in the State of Idaho and Utah are closed.
"Code "means the Internal Revenue Code of 1986, as amended.
"Commencement Date" shall mean the date when the term of this Lease begins and Lessee's
obligation to pay rent accrues, as set forth in Section 3.1.
"Equipment" shall mean the property which Lessor is leasing to Lessee referred to in Section
1.1 and more fully described in Exhibit "A."
"Governing Body" means the governing body of the Lessee
"Greater Boise" shall refer to the Idaho Supreme Court decision, Greater Boise Auditorium
Dist. v. Frazier, NO. 43704, 2015 WL 6080521 (Idaho Oct. 15, 2015).
"Lessee" shall mean City of Chubbuck, Idaho.
"Lessor" shall mean ZIONS BANCORPORATION, N.A., Salt Lake City, Utah, its successors
and assigns.
"Notice of Intent to Renew" shall mean the Lessee's notice of intent to renew this Lease for a
Renewal Term, as required by Section 3.2 of this Lease.
"Option Purchase Price" shall mean the amount which Lessee must pay Lessor to purchase
the Equipment, as determined by Article V.
"Original Term" shall mean the period from the Commencement Date until the end of the
fiscal year of Lessee in effect at the Commencement Date, as set forth in Section 3.2.
"Principal Outstanding" means the remaining unpaid principal outstanding under this Lease
as specified on Exhibit "C" attached hereto.
"Renewal Terms" shall mean all of the additional periods of one year (coextensive with
Lessee's fiscal year) for which this Lease shall be effective in the event of renewal of the Lease as
provided in Article III.
"Rental Payment Date " means the dates upon which Rental Payments are to be made by the
Lessee to the Lessor hereunder as specified on Exhibit "C" attached hereto.
"Rental Payments" means the rental payments payable by Lessee pursuant to the provisions of
this Lease during the Term hereof.
"Term" or "Term of this Lease" shall mean the Original Term and all Renewal Terms provided
for in this Lease under Section 3.2.
"Vendor" shall mean the manufacturer of the Equipment and the manufacturer's agent or dealer
from whom Lessor purchased or is purchasing the Equipment.
ARTICLE III
Lease Term
Section 3.1 Commencement. The Term of this Lease shall commence as of:
the date this Lease is executed.
days after the receipt, installation, and operation of the Equipment, and its
acceptance by Lessee, as indicated by an acceptance certificate signed by Lessee.
the date the Vendor receives full payment for the Equipment from Lessor.
X April 14, 2022
Such date will be referred to as the Commencement Date.
Section 3.2 Duration of Lease: Nonappropriation. This Lease will continue until the end of
the fiscal year of Lessee in effect at the Commencement Date (the "Original Term"). The Lessee
may, in its sole discretion, and when and if it duly budgets and appropriates funds therefor from
revenues legally available to it for the ensuring fiscal year, renew this Lease by giving notice of
intent to renew ("Notice of Intent to Renew") to the Lessor, in which case, the Lease shall be
extended for an additional period of one year coextensive with Lessee's fiscal year (each, a
"Renewal Term"). Each Renewal Term shall commence on October 1, 2022 of the fiscal year
following adoption of the budget as provided hereinabove and shall terminate on September 30,
of the following calendar year.
Lessee hereby declares that, as of the date of the execution of this Lease, Lessee currently has
an essential need for the Equipment which is the subject of this Lease to carry out and give effect
to the public purposes of Lessee. Lessee reasonably believes that it will have a need for the type
of equipment which is the subject of this Lease for the duration of the Original Term and all
Renewal Terms. If Lessee does not appropriate funds to continue the leasing of the Equipment for
any ensuing Renewal Term, this Lease will terminate upon the expiration of the Original or
Renewal Term then in effect and Lessee shall notify Lessor of such termination at least ten (10)
days prior to the expiration of the Original Term or Renewal Tenn then in effect; provided,
however, that a failure to give such written notice shall not constitute an event of default, result in
any liability on the part of the Lessee or otherwise result in the termination of this Lease as set
forth hereinabove.
Section 3.3 Termination. This Lease will terminate upon the earliest of any of the following
events:
(a) the expiration of the Original Term or any Renewal Term of this Lease and the failure
of Lessee to appropriate funds and provide a Notice of Intent to Renew to continue the
leasing of the Equipment for the ensuing Renewal Term;
(b) the exercise by Lessee of any option to purchase granted in this Lease by which Lessee
purchases all of the Equipment;
(c) a default by Lessee and Lessor's election to terminate this Lease under Article VII
herein; or
(d) the expiration of the Term of this Lease.
Section 3.4 Return of Equipment Upon Termination. Upon termination of this Lease
pursuant to Sections 3.3 (a) or 3.3 (c), Lessee shall return the Equipment to Lessor in
the condition, repair, appearance and working order required in Section 9.2 hereof in
the following manner as may be specified by Lessor by loading the Equipment at
Lessee's cost and expense, on board such carrier as Lessor shall specify and shipping
the same, freight prepaid, to the destination designated by Lessor.
Lessee shall obtain all governmental authorizations to permit return of the Equipment to Lessor
and Lessee shall pay to Lessor such sum as may be necessary to cover replacement of all broken
or missing parts.
ARTICLE IV
Rental Payments
Section 4.1 Amount. Lessee will pay Lessor as rent for the use of the Equipment during the
Original Term and any Renewal Terms on the dates and in the amounts set forth in Exhibit "C"
attached hereto. All Rental Payments shall be paid, exclusively from legally available funds, in
lawful money of the United States of America to Lessor at or to such other person or entity or at
such other place as Lessor may from time to time designate by written notice to Lessee.
Section 4.2 Portion of Rental Payments Attributable to Interest. The portion of each Rental
Payment which is paid as and is representative of interest is set forth in Exhibit "C" attached hereto.
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Section 4.3 No Right to Withhold. Notwithstanding any dispute between Lessee, Lessor,
Vendor or any other party, Lessee will make all Rental Payments when due, without withholding
any portion of such rent, pending final resolution of such dispute by mutual agreement between
the parties thereto or by a court of competent jurisdiction.
Section 4.4 Rental Payments to Constitute a Current Obligation of the Lessee. The Lessee and
the Lessor acknowledge and agree that the obligation of the Lessee to pay Rental Payments
hereunder constitutes a current obligation of the Lessee payable exclusively from current and
legally available funds and shall not in any way be construed to be an indebtedness or liability of
the Lessee under Article VIII Section 3 of the Idaho Constitution, or within any Idaho statutory
provisions, or any other requirement applicable to the Lessee concerning the creation of
indebtedness, including the law as established in Greater Boise . The Lessee has not hereby
pledged the credit of the Lessee to the payment of the Rental Payments, or the interest thereon, nor
shall this Lease obligate the Lessee to apply money of the Lessee to the payment of Rental
Payments beyond the then current Original Term or Renewal Term, as the case may be, or any
interest thereon.
ARTICLE V
Purchase of Equipment
Section 5.1 Option Purchase Price. On any Business Day on or after April 14, 2022, Lessee
may purchase the Equipment from Lessor at a price equal to the principal amount outstanding on
the Rental Payment Date immediately preceding the date of calculation (unless such date is a
Rental Payment Date, in which case, the principal amount outstanding as of such date), plus
accrued interest from such Rental Payment Date to such date of calculation at the rate of interest
per annum in effect for the period during which the calculation is made, as set forth in Exhibit "C."
Section 5.2 Manner of Exercise of Option. To exercise the option, Lessee must deliver to
Lessor written notice specifying the date on which the Equipment is to be purchased (the "Closing
Date"), which notice must be delivered to Lessor at least thirty (30) days prior to the Closing Date
specified therein. At the closing, Lessor will deliver to Lessee a bill of sale transferring the
Equipment to Lessee free and clear of any lien or encumbrance created by or arising through
Lessor, but without warranties, and will deliver all warranties and guarantees of Vendors of the
Equipment.
Section 5.3 Conditions of Exercise of Option. Lessee may purchase the Equipment pursuant to
the option granted by this Lease only if Lessee has made all Rental Payments when due (or has
remedied any defaults in the payment of rent, in accordance with the provisions of this Lease) and
if all other representations, covenants, warranties, and obligations of Lessee under this Lease have
been satisfied (or all breaches of the same have been waived by Lessor in writing).
Section 5.4 Termination Purchase. Upon the expiration of the Term of the Lease and provided
that the conditions of Section 5.3 have been satisfied, Lessee shall be deemed to have purchased
the Equipment (without the payment of additional sums) and shall be vested with all rights and
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title to the Equipment. Lessor agrees that upon the occurrence of the events as provided in this
Section, it shall deliver to Lessee the documents specified in Section 5.2, and shall comply with
the delivery provisions of Section 5.2 relating to termination upon exercise of the option to
purchase.
ARTICLE VI
Representations, Covenants, and Warranties of Lessee and Lessor
Section 6.1 Representations, Covenants and Warranties of Lessee. Lessee represents,
covenants, and warrants as follows:
(a) Lessee is a body politic and corporate, duly organized and existing under the
Constitution and laws of the State of Idaho.
(b) Lessee is authorized by the Constitution and laws of the State of Idaho to enter into
this Lease and to effect all of Lessee's obligations hereunder. The Governing Body of
Lessee has executed the resolution attached as Exhibit `B" to this Lease which
specifically authorizes Lessee to execute and deliver this Lease.
(c) All procedures and requirements, including any legal bidding requirements, have been
met by Lessee prior to the execution of this Lease in order to insure the enforceability
of this Lease and all rent and other payment obligations will be paid out of funds
legally available for such purpose.
(d) The Governing Body of Lessee has complied with all applicable open public meeting
and notice laws and requirements with respect to the meeting at which Lessee's
execution of this Lease was authorized, as evidenced by the certificate of open meeting
law attached to the Resolution of Governing Body which is attached hereto as Exhibit
"B."
(e) The letter attached to this Lease as Exhibit "D" is a true opinion of the city's attorney.
(f) Lessee will use and service the Equipment in accordance with Vendor's instructions
and in such a manner as to preserve all warranties and guarantees with the respect to
the Equipment.
(g) During the term of this Lease, the Equipment will be used by Lessee only for the
purpose of performing one or more governmental or proprietary functions of Lessee
consistent with the permissible scope of Lessee's authority.
(h) The representations, covenants, warranties, and obligations set forth in this Article are
in addition to and are not intended to limit any other representations, covenants,
warranties, and obligations set forth in this Lease.
(i) The Equipment shall be used solely by Lessee and shall not be subject to any direct or
indirect private business use.
(j) Lessee covenants and certifies to and for the benefit of Lessor throughout the term of
this Lease that:
(1) No use will be made of the proceeds of this Lease, or any funds or accounts of
Lessee which may be deemed to be proceeds of this Lease, which use, if it had
been reasonably expected on the date of execution of this Lease, would have
caused this Lease to be classified as an "arbitrage bond" within the meaning of
Section 148 of the Code;
(2) Lessee will at all times comply with the rebate requirements of Section 148(f), to
the extent applicable;
(3) in order to preserve the status of this Lease as other than a "private activity bond"
as described in Sections 103(b)(1) and 141 of the Code, as long as this Lease is
outstanding: (I) none of the proceeds of this Lease or the Equipment financed
therewith shall be used for any "private business use" as that term is used in
Section 141(b) of the Code and defined in Section 141(b)(6) of the Code; and (II)
no part of this Lease shall be secured in whole or in part, directly or indirectly, by
any interest in any equipment used in any such "private business use" or by
payments in respect of such equipment, and shall not be derived from payments
in respect of such equipment;
(4) it will not take any action or omit to take any action such that would cause interest
on this Lease to become ineligible for the exclusion from gross income of Lessor
as provided in Section 103 of the Code.
(k) The obligations of Lessee under this lease are not federally guaranteed within the
meaning of Section 149(b) of the Code.
(1) This Lease is being executed for the purpose of acquiring the Equipment and is not
being issued to refund or refinance any outstanding obligation of Lessee, nor to
reimburse Lessee for any expenditures made prior to the date hereof.
(m) In compliance with Section 149 (e) of the Code relating to information reporting,
Lessee has caused or will cause to be filed with the Internal Revenue Service, IRS
form 8038—G or 8038—GC, as appropriate.
(n) Lessee has selected the Equipment and desires to lease the Equipment for use in the
performance of its governmental or proprietary functions. Lessor, at Lessee's request,
has ordered or shall order the Equipment and shall lease the same to Lessee as herein
provided, Lessor's only role being the facilitation of the financing of the Equipment
for the Lessee. Lessor will not be liable for specific performance or for damages if the
supplier or manufacturer of the Equipment for any reason fails to fill, or delays in
filling, the order for the Equipment. Lessee acknowledges that Lessor is not a
manufacturer of or a dealer in the Equipment (or similar equipment) and does not
inspect the Equipment prior to delivery to Lessee. Lessee agrees to accept the
Equipment and authorizes Lessor to add the serial number of the Equipment to Exhibit
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"A." Lessor shall have no obligation to install, erect, test, inspect, or service the
Equipment. For purpose of this Lease and of any purchase of the Equipment effected
under this Lease, Lessor expressly disclaims any warranty with respect to the
condition, quality, durability, suitability, merchantability or fitness for a particular
purpose of the Equipment in any respect, and any other representation, warranty, or
covenant, express or implied. Lessor will not be liable to Lessee for any liability, loss,
or damage caused or alleged to be caused, directly or indirectly, by any inadequacy,
deficiency, or defect in the Equipment, or by any use of the Equipment, whatsoever.
Lessor assigns to Lessee, without recourse, for the Term of this Lease all manufacturer
warranties and guarantees, express or implied, pertinent to the Equipment, and Lessor
directs Lessee to obtain the customary services furnished in connection with such
guarantees and warranties at Lessee's expense, subject to Lessee's obligation to
reassign to Lessor all such warranties and guarantees upon Lessor's repossession of
the Equipment.
(o) During the Original Term, or any Renewal Terms, of this Lease, Lessee covenants and
agrees that (1) the decision to renew or not renew this Lease shall be made solely by
the Governing Body and not by any other officers or officials acting on behalf of the
Lessee, and (2) the appropriate officers of the Lessee charged with the responsibility
of formulating budget proposals will include in the budget proposals submitted to the
Governing Body, in any year in which this Lease shall be in effect, items for all
payments required for the ensuing Renewal Term under this Lease. However, the
inclusion of Renewal Term Rental Payments in budget proposals shall not limit the
sole discretion of the Governing Body whether to renew the Lease.
(p) There are no legal or governmental proceedings or litigation pending or, to the best
knowledge of Lessee, threatened or contemplated (or any basis therefor) wherein an
unfavorable decision, ruling or finding might adversely affect the transactions
contemplated in or the validity of this Lease
(q) Lessee has never non -appropriated or defaulted under any of its payment or
performance covenants, either under any municipal lease of the same general nature
as this Lease or under any of its bonds, notes or other debt obligations for which its
general credit or revenues are pledged.
Section 6.2 Representations, Covenants and Warranties of Lessor. Lessor represents,
covenants, and warrants as follows:
(a) During the Original Term, or any Renewal Terms, of this Lease, Lessor will provide
Lessee with quiet use and enjoyment of the Equipment, without suit, trouble, or
hindrance from Lessor, except upon default by Lessee as set forth in this Lease.
(b) Lessor has not caused to be created any lien or encumbrance on the Equipment except
the security interest provided in Section 1.3 of this Lease.
H.
ARTICLE VII
Events of Default and Remedies
Section 7.1 Events of Default Defined. The following shall be "events of default' under this
Lease and the terms, "event of default' and "default' shall mean, whenever they are used in this
Lease, any one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid
hereunder at the time specified herein; and
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its
part to be observed or performed, other than as referred to in Section 7.1 (a), for a
period of 30 days after written notice, specifying such failure and requesting that it be
remedied as given to Lessee by Lessor, unless Lessor shall agree in writing to an
extension of such time prior to its expiration; provided, however, if the failure stated
in the notice cannot be corrected within the applicable period, Lessor will not
unreasonably withhold its consent to an extension of such time if corrective action is
instituted by Lessee within the applicable period and diligently pursued until the
default is corrected.
The foregoing provisions of this Section 7.1 are subject to (i) the provisions of Section 3.2
hereof with respect to nonappropriation; and (ii) if by reason of force majeure Lessee is unable in
whole or in part to carry out its agreement on its part herein contained, other than the obligations
on the part of Lessee contained in Article IV hereof, Lessee shall not be deemed in default during
the continuance of such inability. The term `force majeure" as used herein shall mean, without
limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of
public enemies; orders or restraints of any kind of the government of the United States of America
or of the state wherein Lessee is located or any of their departments, agencies or officials, or any
civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms, droughts;
floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other
cause or event not reasonably within the control of Lessee.
Section 7.2 Remedies on Default. Whenever any event of default referred to in Section 7.1
hereof shall have happened and be continuing, Lessor shall have the right, at its sole option without
any further demand or notice to take one or any combination of the following remedial steps:
(a) With or without terminating this Lease, retake possession of the Equipment and sell,
lease or sublease the Equipment for the account of Lessee, holding Lessee liable for
the difference between (i) the rents and other amounts payable by Lessee hereunder to
the end of the then current Original Term or Renewal Term, as appropriate, and (ii)
the purchase price, rent or other amounts paid by a purchaser, lessee or sublessee of
the Equipment pursuant to such sale, lease or sublease. In the event that the Lease is
terminated and the purchase price, rent or other amounts paid by such subsequent
purchaser, lessee or sublessee exceeds the value of the Equipment and costs of such
sale, lease, or sublease, such funds in excess of the value of the Equipment and costs
shall be remitted to the Lessee; and
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(b) Take whatever action at law or in equity may appear necessary or desirable to enforce
its rights as the owner of the Equipment which is not in violation of Greater Boise.
Section 7.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is
intended to be exclusive and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Lease or now or hereafter existing at law or in equity. No
delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as maybe deemed expedient. In order to entitle Lessor to
exercise any remedy reserved to it in this Article VII it shall not be necessary to give any notice,
other than such notice as may be required in this Article VII which is not in violation of Greater
Boise.
Section 7.4 Waiver of Certain Damages. With respect to all of the remedies of Section 7.2
above, Lessee expressly waives any damages occasioned by Lessor's repossession of the
Equipment.
ARTICLE VIII
Payment of Taxes, Fees, Permits, and Utility Services
Section 8.1 Interpretation. This Lease for all purposes will be treated as a net lease.
Section 8.2 Taxes and Fees. Subject to the provisions of Section 11.19 hereof, Lessee agrees
to pay and to indemnify and hold Lessor harmless from, all license, sales, use, personal property,
and other taxes and fees, together with any penalties, fines, and interest on such taxes and fees
imposed or levied with respect to the Equipment and the ownership, delivery, lease, possession,
use, operation, sale, and other disposition of the Equipment, and upon the rental or earnings arising
from any such disposition. Lessee may in good faith and by appropriate proceedings contest any
such taxes and fees so long as such proceedings do not involve any danger of sale, forfeiture, or
loss of the Equipment or of any interest in the Equipment which is not in violation of Greater
Boise.
Section 8.3 Permits. Lessee will provide all permits and licenses necessary for the installation,
operation, and use of the Equipment. Lessee will comply with all laws, rules, regulations, and
ordinances applicable to the installation, use, possession, and operation of the Equipment. If
compliance with any law, rule, regulation, ordinance, permit, or license requires changes or
additions to be made to the Equipment, such changes or additions will be made by Lessee at its
own expense.
Section 8.4 Utilities. Lessee will pay all charges for gas, water, steam, electricity, light, heat or
power, telephone, or other utilities furnished to or used in connection with the Equipment
(including charges for installation of such services) during the Original Term, or any Renewal
Terms, of this Lease. There will be no abatement of rent on account of the interruption of any such
services.
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ARTICLE IX
Use, Repairs, Alterations, and Liens
Section 9.1 Use. Lessee will not install, use, operate, or maintain the Equipment improperly,
carelessly, in violation of any applicable law, or in a manner contrary to that contemplated by this
Lease. Lessee agrees that the Equipment is and at all times will remain personal property not
withstanding that the Equipment or any part of the Equipment may now or hereafter become
affixed in any manner to real property or to any building or permanent structure.
Section 9.2 Repairs. Lessee at its own cost will service, repair, and maintain the Equipment so
as to keep the Equipment in as good condition, repair, appearance, and working order as when
delivered to and accepted by Lessee under this Lease, ordinary wear and tear excepted. At its own
cost, Lessee will replace any and all parts and devices which may from time to time become worn
out, lost, stolen, destroyed damaged beyond repair, or rendered unfit for use for any reason
whatsoever. All such replacement parts, mechanisms, and devices will be free and clear of all liens,
encumbrances, and rights of others, and immediately will become a part of the Equipment and will
be covered by this Lease (for all purposes including the obligation of Lessee to retransfer title to
Lessor under Section 1.2 herein) to the same extent as the Equipment originally covered by this
Lease.
Section 9.3 Alterations. Lessee may install such miscellaneous equipment as may be necessary
for use of the Equipment for its intended purposes so long as either (a) the installation of such
equipment does not alter the function or manner of operation of the Equipment, or (b) Lessee, upon
termination of this Lease (other than termination pursuant to Section 3.3(b) or (d)), restores the
Equipment to its function and manner of operation prior to the installation of such equipment.
Subject to the obligations described above, Lessee may remove such equipment upon termination
of this Lease, if the removal of such equipment will not substantially damage the Equipment.
Without the prior written consent of Lessor, Lessee will not make any other alterations, changes,
modifications, additions, or improvements to the Equipment except those needed to comply with
Lessee's obligations to change, add to, or repair the Equipment as set forth in Sections 9.2 and
10.3 herein. Any alterations, changes, modifications, additions, and improvements made to the
Equipment, other than miscellaneous equipment installed as set forth above, immediately will
become a part of the Equipment and will be covered by this Lease (for all purposes, including the
obligation of Lessee to retransfer title to Lessor under Section 1.2 herein) to the same extent as the
Equipment originally covered by this Lease.
Section 9.4 Liens. Except with respect to the security interest provided in Section 1.3 hereof,
Lessee will not directly or indirectly create, incur, assume, or suffer to exist any mortgage, pledge,
lien, charge, encumbrance, or claim on or with respect to the Equipment or any interest in the
Equipment. Lessee promptly and at its own expense will take such action as may be necessary to
duly discharge any mortgage, pledge, lien, charge, encumbrance, or claim, not excepted above, if
the same arises at any time.
11
ARTICLE X
Indemnification, Insurance, and Damage to or Destruction of the Equipment
Section 10.1 Indemnification. Subject to the provisions of Section 11.19 hereof, Lessee
assumes liability for and agrees to indemnify Lessor from and against any and all liability
(including attorney's fees) of any nature imposed upon, incurred by, or asserted against Lessor
which in any way relates to or arises out of ownership, delivery, lease, possession, use, operation,
condition, sale, or other disposition of the Equipment. Notwithstanding anything contained in this
Section to the contrary, Lessor shall not be indemnified for, or relieved of, any liability which may
be incurred from Lessor's breach of this Lease, or from Lessor's willful or wanton misconduct.
Section 10.2 Insurance. Lessee will either self -insure (only with the Lessor's prior
approval), or at its cost, will cause casualty insurance and property damage insurance to be carried
and maintained on the Equipment, with all such coverages to be in such amounts sufficient to cover
the value of the Equipment at the commencement of this Lease (as determined by the purchase price
paid for the Equipment), and public liability insurance with respect to the Equipment in the amounts
required by law, but in no event with a policy limit less than $1,000,000 per occurrence. All
insurance shall be written in such forms, to cover such risks, and with such insurers, as are customary
for public entities such as the Lessee. A combination of self-insurance and policies of insurance may
be utilized. If policies of insurance are obtained, Lessee will cause Lessor to be a loss payee as its
interest under this Lease may appear on such property damage insurance policies, and an additional
insured on a primary and noncontributory basis on such public liability insurance in an amount equal
to or exceeding the minimum limit stated herein. Subject to Section 10.3, insurance proceeds from
insurance policies or budgeted amounts from self-insurance as relating to casualty and property
damage losses will, to the extent permitted by law, be payable to Lessor in an amount equal to the
then outstanding principal and accrued interest components of the Rental Payments at the time of
such damage or destruction. Lessee will deliver to Lessor the policies or evidences of insurance or
self-insurance satisfactory to Lessor, together with receipts for the applicable premiums before the
Equipment is delivered to Lessee and at least thirty (30) days before the expiration of any such
policies. By endorsement upon the policy or by independent instrument furnished to Lessor, such
insurer will agree that it will give Lessor at least thirty (30) days' written notice prior to cancellation
or alteration ofthe policy. Lessee will carry workers compensation insurance covering all employees
working on, in, or about the Equipment, and will require any other person or entity working on, in,
or about the Equipment to carry such coverage, and will furnish to Lessor certificates evidencing
such coverages throughout the Term of this Lease which is not in violation of Greater Boise.
Section 10.3 Damage to or Destruction of the Equipment. If all or any part of the Equipment
is lost, stolen, destroyed, or damaged, Lessee will give Lessor prompt notice of such event and
will, to the extent permitted by law, repair or replace the same at Lessee's cost within thirty (30)
days after such event, and any replaced Equipment will be substituted in this Lease by appropriate
endorsement. All insurance proceeds received by Lessor under the policies required under Section
10.2 with respect to the Equipment lost, stolen, destroyed, or damaged, will be paid to Lessee if
the Equipment is repaired or replaced by Lessee as required by this Section. If Lessee fails or
refuses to make the required repairs or replacement, such proceeds will be paid to Lessor to the
extent of the then remaining portion of the Rental Payments to become due during the Term of this
12
Lease less that portion of such Rental Payments attributable to interest which will not then have
accrued. No loss, theft, destruction, or damage to the Equipment will impose any obligation on
Lessor under this Lease, and this Lease will continue in full force and effect regardless of such
loss, theft, destruction, or damage. Lessee assumes all risks and liabilities, whether or not covered
by insurance, for loss, theft, destruction, or damage to the Equipment and for injuries or deaths of
persons and damage to property however arising, whether such injury or death be with respect to
agents or employees of Lessee or of third parties, and whether such damage to property be to
Lessee's property or to the property of others.
ARTICLE XI
Miscellaneous
Section 11.1 Assignment and Sublease by Lessee. Lessee may not assign, transfer, pledge, or
encumber this Lease or any portion of the Equipment (or any interest in this Lease or the
Equipment), or sublet the Equipment, without the prior written consent of Lessor. Consent to any
of the foregoing acts shall not constitute a consent to any subsequent like act by Lessee or any
other person. Lessee agrees that Lessor may impose on the Equipment such plates or other means
of identification as necessary to indicate that the Equipment is subject to this Lease and the
restrictions set forth in this Section.
Section 11.2 Assignment by Lessor. The parties hereto agree that all rights of Lessor hereunder
may be assigned, transferred or otherwise disposed of, either in whole or in part; provided that (1)
notice of any such assignment, transfer or other disposition is given to Lessee; (2) as part of any
such assignment, transfer or other disposition, the name and address of the assignee or transferee
must be registered on registration books maintained by Lessee for this Lease; and (3) as part of
any such assignment, transfer or other disposition, this Lease must be surrendered to Lessee and
the interest of any such assignee or transferee indicated on the face hereof and after such notation
hereon, Lessee will redeliver this Lease to the new owner or owners hereof. Lessee shall maintain
registration books for this Lease and shall be obligated to make the payments required hereby,
including principal and interest payments, solely to the registered owner or owners hereof.
Section 11.3 Lessor's Right to Perform for Lessee. If Lessee fails to make any payment or fails
to satisfy any representation, covenant, warranty, or obligation contained herein or imposed
hereby, Lessor may (but need not) make such payment or satisfy such representation, covenant,
warranty, or obligation, and the amount of such payment and any expenses incurred by Lessor, as
the case may be, together with interest thereon as herein provided, will be deemed to be additional
rent payable by Lessee on Lessor's demand, subject to the provisions of Section 11.19 hereof.
Section 11.4 Addresses. All notices to be given under this Lease will be made in writing and
mailed or delivered by registered or certified mail, return receipt requested to the following
addresses until either Lessee or Lessor gives written notice to the other specifying a different
address:
13
(a) if to Lessee, at City of Chubbuck, 290 E. Linden Avenue, Chubbuck, ID 83202,
Attention: Rich Morgan, City Treasurer.
(b) if to Lessor, at ZIONS BANCORPORATION, N.A., One South Main Street, 18th
Floor, Salt Lake City, Utah, 84133. Attention: Public Financial Services.
Section 11.5 Manner of Payment. All payments by Lessee will be made in cash, by certified
or cashier's check, or by other manner acceptable to Lessor.
Section 11.6 Nonwaiver. No breach by Lessee in the satisfaction of any representation,
covenant, warranty, or obligation contained herein or imposed hereby may be waived except by
the written consent of Lessor, and any such waiver will not operate as a waiver of any subsequent
breach. Forbearance or indulgence by Lessor in any regard whatsoever shall not constitute a waiver
of the covenant or obligation and until complete performance by Lessee of said covenant or
obligation Lessor shall be entitled to invoke any remedy available to it under this Lease despite
said forbearance or indulgence. No collection of rent shall operate as a waiver of any default.
Section 11.7 Severance Clause. Any provision in this Lease which is prohibited by Idaho law
or which is in violation of Greater Boise, will be treated as if it never were a part of this Lease, and
the validity of the remaining terms of this Lease will be unaffected.
Section 11.8 Entire Agreement; Addendum. This Lease and the attached Exhibits constitute the
entire agreement between Lessor and Lessee and supersedes any prior agreement between Lessor
and Lessee with respect to the Equipment, except as is set forth in an Addendum, if any, which is
made a part of this Lease and which is signed by Lessor and Lessee.
Section 11.9 Amendments. This Lease may be amended only by a written document signed by
Lessor and Lessee, or their respective successors and assigns.
Section 11. 10 Inurement. Subject to the restrictions in Section 11.1 above, this Lease is binding
upon and inures to the benefit of Lessor and Lessee and their respective successors and assigns.
Section 11.11 Governing Law. This Lease is governed by the laws of the State of Idaho.
Section 11.12 Headings. Headings used in this Lease are for convenience of reference only
and the interpretation of this Lease will be governed by the text only.
Section 11.13 Offset. Rental Payments or other sums payable by Lessee pursuant to this Lease
shall not be subject to set—off, deduction, counterclaim or abatement and Lessee shall not be
entitled to any credit against such Rental Payments or other sums for any reason whatsoever,
including, but not limited to any damage or destruction of the Equipment or any restriction or
interference with Lessee's use of the Equipment.
Section 11.14 Rate on Overdue Rental Payments. In the event the Lessee should fail to make
any of the Rental Payments required hereunder, the Rental Payment in default shall continue as an
obligation of the Lessee until the amount in default shall have been fully paid, and Lessee agrees
to pay the same with interest thereon, to the extent permitted by law, from the date such amount
14
was originally payable at the rate equal to the original interest rate payable with respect to such
Rental Payments.
Section 11.15 Nature of this Agreement. Lessor and Lessee agree that it is their intention that,
for federal income tax purposes, the interest of Lessor in the Equipment is as a secured party and
the interest of Lessee is as a debtor with the aggregate principal amount of the Rental Payments
constituting the purchase price of the Equipment, and that Lessor neither has nor will have any
equity in the Equipment.
Section 11.16 Set—Up Fee. As additional consideration for the rights herein granted to Lessee,
Lessee agrees to pay Lessor a commencement or set—up fee of on the date this Lease
is executed.
Section 11.17 Designation of Issue for Tax Purposes. In accordance with Section 265 of the
Code, Lessee hereby designates this Lease as an issue qualifying for the exception for certain
qualified tax—exempt obligations to the rule denying banks and other financial institutions 100%
of the deduction for interest expenses which is allocable to tax—exempt interest. Lessee reasonably
anticipates that the total amount of tax—exempt obligations [other than (i) private activity bonds,
as defined in Section 141 of the Code (a qualified 501 (c)(3) bond, as defined in Section 145 of
the Code, and any bond issued to refund certain obligations issued before August 8, 1986 as
described in Section 265 (b)(3)(B)(ii)(II) of the Code not being treated as a private activity bond
for this purpose), (ii) any obligation to which Section 141 (a) of the Code does not apply by reason
of Sections 1312, 1313, 1316 (g) or 1317 of the Tax Reform Act of 1986 and which is described
in Section 265 (b)(3)(C)(ii)(II) of the Code, and (iii) any obligation issued to refund (other than to
advance refund within the meaning of Section 149 (d)(5) of the Code) any obligation to the extent
the amount of the refunding obligation does not exceed the outstanding amount of the refunded
obligation] which will be issued by the Lessee and by any aggregated issuer during the current
calendar year will not exceed $10,000,000.
Section 11.18 Exhibits. This Lease shall not be effective as against Lessor until such time as
all Exhibits attached hereto, consisting of Exhibits "A" through `B," inclusive, are completed to
the satisfaction of Lessor and delivered to Lessor.
Section 11.19 Limitation of Lessee's Obligations. Lessee's obligations hereunder for
indemnification or any other obligations in excess of Rental Payments are subject to the limitations
as set forth in Greater Boise.
EXHIBITS
Exhibit A ............................................... Description of Equipment
Exhibit B ....................................... Resolution of Governing Body
Exhibit C...........................................................Payment Schedule
Exhibit D ............................................ Opinion of Special Counsel
Exhibit E .............................. Delivery and Acceptance Certificate
15
This Lease is hereby executed this day of April, 2022.
Lessor:
MONS BANCORPORATION, N.A.
By:
Its:
Lessee:
CITY OF CUBBUCK, IDAHO
Its:
16
EXHIBIT A
Description of Equipment
Quantity Description/Serial Numbers
One (1) Pierce Velocity 100 Ascendant Tower AS858 Apparatus
VIN #
17
8F
Initials of Lessee Signatory
Bond No. 9399082
Fidelity and Deposit Company of Maryland
HOME OFFICE
3910 KESWICK ROAD BALTIMORE, MARYLAND 21211
PERFORMANCE AND PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS, THAT, Huqhes Fire Equipment Inc.
hereinafter called Principal), as Princi al and � ._ _ _r-_.. _ _...r -
(P 1299 Zurich Way, 5th F oor, S�
a corporation organized and existing under the laws of the State of IL wii
Schaumburg, IL (hereinafter called Surety) as Surety are held and
to all persons who famish labor or i
tfter named, in the lust and full sum
to the payment of which sum well and truly to be made, the said Principal and
respective heirs, administrators, executors, successors and assigns, jointly and
80196-1056
office in the City of
unto
use in
Dollars ($1L1_Z" ,zb9.UU )
bind themselves, and their
ily, finely by these presents.
WHEREAS, the Principal has entered into a certain written contract with the Owner, dated the 31st
clay of March , 2022 , for One (1) Pierce Velocity Ascendant Platform
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length
herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal
shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations
imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor
and material entering into the work, and if the said Principal shall pay all persons who shall have furnished labor
or material directly to the Principal for use in the prosecution of the aforesaid work, each of which said persons
shall have a direct right of action on this instrument in his/her own name and for his/her own benefit, subject,
however, to the Owner's priority, then this obligation to be void; otherwise to remain in full force and affect.
PROVIDED, HOWEVER, that no action, suit or proceeding shall be had or maintained against the Surety on
this instrument unless the same be brought or Instituted and process served upon the Surety within two years
atter completion of the work mentioned in said contract, whether such work be completed by the Principal,
Surety or Owner, but if there is any maintenance or warranty period provided in the contract for which said
Surety is liable, an action for such maintenance or warranty may be brought within two years from the expiration
of said maintenance or warranty period, but not afterwards.
IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 31 st
day of March 2022
Hughes Fire Equipment Inc.
Witness: 113 Principal
Bond Number 9399082
Obllgee �ity,of Chubbuck
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New
York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of 1110 State of I11410is (heroin collectively called the "Companies"), by
Robert D. Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are
set forth on the reverse side hereof and are hereby cerdfled to be In full force and effect on the date hereof, do hereby nominate, constitute,
and appoint Sarah E. DeYoune , Its true and lawful agent and Attorney -in -Fact, to make, execute,
seal and deliver, for, and on its behalf as surety, and as its not and deed: any and all bonds and undertakings, and the execution of such
bonds or undertakings In pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and
purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE
COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND
SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT
COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of
the By -Laws of said Companies, and is now in force.
IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 19th day ofJune, A.D. 2019.
ATTEST:
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
By: Robert D. Murray a
Vice President "'"°`�
tx�W .'6Ub"k,
By: Dawn E. Brown im
Secretary
State of Maryland
County of Baltimore
On this 19th day of June, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D.
Murray, Vice President and Dawn E. Brown, Secretary of Ute Companies, to me personally known to be die individuals and officers described in and who
executed the preceding instrument, and acknowledged the execution of same, and being by me duly swam, deposeth and saitb, that he/she is the said officer of
the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and
the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Scat dtc day and year first above written.
�J\tYllprr�+9/
ilponklY> s
x-Omo.ton'y4a..O1•• rm+n.)✓
•,`?, °W4t`)} y�
Constance A. Dunn, Notary Public
'+6;^iaf;ityitp\�
My Commission Expires: July 9, 2023
q+nnu\o\
EXTRACT FROM BY-LAWS OF THE COMPANIES
"Article V, Section 8, Attorneys -in -Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint altomcys-in-fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any
time."
CERTIFICATE
I, the undersigned, Vice President of ilia ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that Article V, Section 8, of
the Ey-Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attorney ... Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the IOth day of May, 1990,
RESOLVED; "That the facsimile or mechanically reproduced seat of the company and facsimile or mechanically reproduced signature
of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a
certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this 31st dayof March ,2022
BtI W6
eEAL
4'vrn
Brian M. Hodges, Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT
INFORMATION TO:
Zurich Surety Claims
1299 Zurich Way
Schaumburg, IL 60196.1056
www.reportsfcla ims@zurichna.cotn
800-6264577
EXHIBIT B
Resolution of Governing Body
Extract of Minutes
The City Council (the "Governing Body") of CITY OF CHUBBUCK, IDAHO met in regular
session at its regular meeting place in Chubbuck, Idaho at Chubbuck City Halton April 6, 2022,
with the following members of the Governing Body present:
MayorKevin B. England.........................................................................
..................................................................................................................
Councilmember Dan Heiner....................................................................
..................................................................................................................
Councilmember Melanie Evans...............................................................
..................................................................................................................
Councilmember Roger Hernandez...........................................................
..................................................................................................................
Also present: Attorney Ryan Lewis, City Treasurer Rich Morgan, Fire Chief Merlin Miller,
and City Clerk Joey Bowers
Absent: Councilmember Norman Reece
After the meeting had been duly called to order and the minutes of the preceding meeting read
and approved, the following resolution was introduced in written form, read in full, and pursuant
to motion duly made by Councilmember Heiner and seconded by Council Hernandez was adopted
by the following vote:
YEA: Roll Call: Heiner -yes, Hernandez -yes, Evans -yes, motion passed.
NAY:
The resolution is as follows:
M
EXHIBIT C
Payment Schedule
Lessee: CITY OF CHUBBUCK, IDAHO
Date of Lease: April 14, 2022
Amount Due: $1,000,000.00
Interest has been computed at the rate of _3.03% per annum. Interest shall accrue from
the Commencement Date.
2. Rental Payments shall be due April 14, commencing April 14, 2023. The payments set forth
on the attached debt service schedule (which lists separately principal, interest, and total
Rental Payments), should the Lessee renew the Lease for 10 Renewal Terms, shall be due on
the 14th day of April, up to and including April 14, 2032.
3. The Option Purchase Price, on any given date of calculation, is equal to the Principal
Outstanding on the Rental Payment Date immediately preceding the date of calculation
(unless such calculation date is a Rental Payment Date, in which case, the Principal
Outstanding as of such date) plus accrued interest from such Rental Payment Date at the rate
set forth in paragraph number 1 above.
Debt Service Schedule:
Date Principal coupon Interest Total P+I Fiscal Total
04/14/2021
-
-
-
-
-
04/14/2023
87,110.06
3.030,
30,300.03
117,410.06
117,410.[]6
04/14/2024
59,749.50
3.030;1
27,660.57
117,410.07
117,410.07
04/14/7025
92,468.90
3.03096
24,941,16
117,410.06
117,410.06
04/14/2026
45,27071
3.01095
22,139.35
117,410.06
117,410.06
04/14/2027
98,157.41
3.030%
19,25165
117,410.06
117,410.06
04/14/2028
101,131.58
3.0309r.
L6,275.49
117,410-06
117,410-05
04/14/2079
104,195.87
3 nm%
13,214.19
117,41❑_Ofi
117,410.06
04/14/2030
107,353-01
103096
10,057-05
117,410-0f,
117,410-06
04/14/2031
110,605.90
3.0.30%
6,804.26
117,410.05
117,410.06
04/14/7032
113,95716
3.030%
3,452,90
117,41005
117,410.06
Total $1,000,300.O0 - $174,100.61 $1,174,100.61
Initials of Lessee Signatory
22
Legal
290 East Linden Avenue, Chubbuck, ID 83202
CHUBBUCK www.cityofchubbuck.us
I I I H I
April 11, 2022
To: ZIONS BANCORPORATION, N.A.
One South Main Street, 18`h Floor
Salt Lake City, Utah 84133
Ladies and Gentlemen:
As city attorney for the CITY OF CHUBBUCK, IDAHO ("Lessee"), I have examined duly
executed originals of the Lease Purchase Agreement (the "Lease") dated April 14, 2022, between
the Lessee and ZIONS BANCORPORATION, N.A., Salt Lake City, Utah ("Lessor"), and the
proceedings taken by Lessee to authorize and execute the Lease. Based upon such examination as
I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is a body politic and corporate, legally existing under the laws of the
State of Idaho.
2. The Lease has been duly authorized, executed, and delivered by Lessee.
The governing body of Lessee has complied with all applicable open public
meeting and notice laws and requirements with respect to the meeting at which
Lessee's execution of the Lease was authorized.
4. The Lease is a legal, valid, and binding obligation of Lessee, enforceable in
accordance with its terms except as limited by the state and federal laws
affecting remedies and by bankruptcy, reorganization, or other laws of general
application affecting the enforcement of creditors' rights generally.
The Lease is in accordance with and does not violate the usury statutes of the
State of Idaho, if any.
6. There are no legal or governmental proceedings or litigation pending or, to the
best of my knowledge, threatened or contemplated (or any basis therefor)
wherein an unfavorable decision, ruling or finding might adversely affect the
transactions contemplated in or the validity of the Lease.
7. The Equipment (as defined in the Lease) constitutes personal property and
when subjected to use by Lessee will not become fixtures under applicable law.
t
Ryan . Lewis
hubbuc City Attorney
EXHIBIT E
Delivery And Acceptance Certificate
r�% ' rJr.•-tom. � 1x44
To: ZIONS BANCORPORATION, N.A.
Reference is made to the Lease Purchase Agreement between the undersigned ("Lessee"), and
ZIONS BANCORPORATION, N.A. ("Lessor"), dated April 14, 2022 ("the Lease") and to the
Equipment as such term is defined therein. In connection therewith we are pleased to confirm to
you the following:
All of the Equipment has been delivered to and received by the undersigned; all
installation or other work necessary prior to the use thereof has been completed;
said Equipment has been examined and/or tested and is in good operating order
and condition and is in all respects satisfactory to the undersigned and as
represented, and that said Equipment has been accepted by the undersigned and
complies with all terms of the Lease. Consequently, you are hereby authorized to
pay for the Equipment in accordance with the terms of any purchase orders for the
same.
2. In the future, in the event the Equipment fails to perform as expected or represented
we will continue to honor the Lease during the Original Term and Renewal Terms
(as such terms are defined in the Lease), if any, in all respects and continue to make
our rental and other payments thereunder in the normal course of business and we
will look solely to the vendor, distributor or manufacturer for recourse.
3. We acknowledge that Lessor is neither the vendor nor manufacturer or distributor
of the Equipment and has no control, knowledge or familiarity with the condition,
capacity, functioning or other characteristics of the Equipment.
4. The serial number or VIN number for each item of Equipment which is set forth
below is correct. The Lessor is hereby directed to insert said VIN on the
appropriate line on Exhibit "A" to the Lease.
This certificate shall not be considered to alter, construe, or amend the terms of the Lease.
Witness
24
Lessee: City of Chubbuck, Idaho:
M.
Date:
(Authorized Signature)
(Print name and title)
Bond No. 9399082
Fidelity and Deposit Company of Maryland
HOME OFFICE
3410 KESWICK ROAD BALTIMORE, MARYLAND 21211
PERFORMANCE AND PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS, THAT, Hughes Fire Equipment Inc.
910 Shelley Street Springfield, OR 97477
Fidelity an eposit Company of Maryland
(hereinafter called Principal), as Principal and 1299 Zurich Way, 5th Floar, Schaumburg, IL 60196-1056
a corporation organized and existing under the laws of the State of 1L with its principal office in the City of
Schaumburg, IL , (hereinafter called Surety) as Surety are held and firmly bound unto
City of Chubbuck
(hereinafter called the Owner) and to all persons who fumish labor or material directly to the Principal for use in
the prosecution of the work hereinafter named, in the 'ust and full sum of One M!Ilion Seven Hundred
Twenty Three Thousand Two Hundred Sixty mine Dollars and 007100 Dollars (� ,723,269.00 )
to the payment of which sum well and truly to be made, the said Principal and Surety bind themselves, and their
respective heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the Owner, dated the 31 st
day of March , 2022 for One (1) Pierce Velocity Ascendant Platform
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length
herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal
shall fully indemnify the Owner from and against any failure on his/her part faithfully to perform the obligations
imposed upon him/her under the terms of said contract free and clear of all liens arising out of claims for labor
and material entering into the work, and if the said Principal shall pay all persons who shall have furnished labor
or material directly to the Principal for use in the prosecution of the aforesaid work, each of which said persons
shall have a direct right of action on this instrument in his/her own name and for his/her own benefit, subject,
however, to the Owner's priority, then this obligation to be void; otherwise to remain in full force and effect.
PROVIDED, IIOWEVER, that no action, suit or proceeding shall be had or maintained against the Surety on
this instrument unless the same be brought or instituted and process served upon the Surety within two years
after completion of the work mentioned in said contract, whether such work be completed by the Principal,
Surety or Owner; but if there is any maintenance or warranty period provided in the contract for which said
Surety is liable, an action for such maintenance or warranty may be brought within two years from the expiration
of said maintenance or warranty period, but not afterwards.
IN WITNESS WHEREOF the said Principal and Surety have signed and sealed this instrument this 31 st
day of March 2022
Hughes Fire Equipment Inc.
Witness: Principal
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Witness: Cat y utson� �`+a
Surety
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Sarah E. DeYoung Attorney -] Fact
Bond Number 9399082
Obligee City of Clmbbuck
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New
York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by
Robert D. Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which are
set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute,
and appoint Sarah E. DeYoung . its true and lawful agent and Attorney -in -Fact, to make, execute,
seal and deliver, for, and on its behalf as surety, and as its not and deed: any and all bonds and undertakings, and the execution of such
bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and
purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE
COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND
SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT
COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of
the By -Laws of said Companies, and is now in force.
IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 19th day of June, A.D. 2019.
ATTEST:
ZURICII AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
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By; Donor E. Brown 70aBV f
Secretary
State or Maryland
County of Baltimore
On this 19th day of June, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D.
Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally [mown to be die Individuals and officers described in and who
executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposelh and saitb, that he/she is the said officer of
the Company aforesaid, and that the seals affixed to the preceding instrument aro die Corporate Seats of said Companies, and that die said Corporate Seals and
the signature as such officer were duly affixed and subscribed to (lie said Instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and your first above written.
By. Robert D. Murray
Vice Prestdent
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By; Donor E. Brown 70aBV f
Secretary
State or Maryland
County of Baltimore
On this 19th day of June, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D.
Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally [mown to be die Individuals and officers described in and who
executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposelh and saitb, that he/she is the said officer of
the Company aforesaid, and that the seals affixed to the preceding instrument aro die Corporate Seats of said Companies, and that die said Corporate Seals and
the signature as such officer were duly affixed and subscribed to (lie said Instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and your first above written.
�'jritr)fi4ty�6 9
l.p�r'rO�p+tyCjt.,Q..4.,twvrq+/
Constance A. Dunn, Notary Public
My Commission Expires: July 9, 2023
++HrunieP
EXTRACT FROM BY-LAWS OF THE COMPANIES
"Article V, Section 8, Attorneys -in -Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President
may, by written instrument under the attested corporate seal, appoint attorneys -in -fact with authority to execute bonds, policies,
recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such
attorney-in-fact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any
time,"
CERTIFICATE
I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN
CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the
foregoing Power of Attotvcy is still in full force and effect on the date of this certificate; and I do further certify that Articic V, Section 8, of
the By -Laws of the Companies is still in force.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 151h day of December 1998.
RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary
and the Seal of the Company may be affixed by facsimile on any Power of Attomey..Any such Power or any certificate thereof bearing such
facsimile signature and seal shall be valid and binding on the Company."
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of
Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of
May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a
meeting duly called and held on the 10th day of May, 1990.
RESOLVED; "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature
of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a
certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect
as though manually affixed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies,
this 31st dayof_ March ,2022 .
L/11 � WW
Brian M. Hodges, Vice President
TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION
OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT
INFORMATION TO:
Zurich Surety Claims
1299 Zurich Way
Schaumburg, IL 60196-1056
wwtl roportsfelaims(rdzurichna.com
800-626.4577
STATE OF IDAHO
:ss.
COUNTY OF BANNOCK
1, hereby certify that I am the duly qualified and acting dkli tof CITY OF CHUBBOCK,
IDAHO.
I further certify that the above and foregoing instrument constitutes a true and correct copy of
the City Council Resolution adopted at said meeting held on April 6, 2022, as said Resolution is
officially of record in my possession, and that a copy of said Resolution was deposited in my office
on April 6, 2022.
In witness whereof, I have hereunto set my hand and affixed the corporate seal of this 7--�1`
day of April, 2022.
By
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20
STATE OF IDAHO
all
COUNTY OF BANNOCK
I, Joey Bowers, the duly qualified City Clerk of CITY OF CHUBBUCK, IDAHO do hereby
certify:
(a) that:
In accordance with the requirements of Idaho Code §§ 74-201 through 74-208, as amended
("Idaho Open Meeting Law"), public notice of the April 6, 2022 meeting of the Governing
Body CITY OF CHUBBUCK, IDAHO on April 6, 2022, was given, specifying the date,
time and place of the meeting in accordance with Idaho Open Meeting Law.
In witness whereof, I have hereunto set my hand and affixed the official seal of CITY OF
CHUBBUCK, IDAHO this 6th day of April, 2022.
By
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