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HomeMy WebLinkAboutItem #4 Renewal of Annual Appropriation CertificatesARTICLE V EFFECTIVE DATE OF THIS AGREEMENT; DURATION OF LEASE TERM; RENTAL PROVISIONS Section 5.1 Effective Date of this Agreement; Duration of Lease Term. (a) This Lease shall become effective on the Effective Date, and the Initial Term shall then begin, and, subject to the provisions of this Lease (including particularly subsection (c) below), shall expire on September 30, 2020, or as otherwise provided in this Lease, or on such sooner date as the Certificates shall have been fully paid and retired or provision for such payment shall have been made as provided in the Trust Indenture and all other expenses or sums to which Bank and Trustee are entitled, both under this Lease and the Trust Indenture, have been paid. (b) On or before August 1 of each year, City, in its sole discretion, may deliver to the Bank and Trustee its Notice of Intent to Renew, in the form attached as Exhibit E hereto, together with confirmation that the City Council shall consider at an August meeting an appropriation of funds sufficient to pay Lease Payments for the next subsequent Renewal Term. The Notice of Intent to Renew shall be conditional on the City Council's budgeting of funds therefor and shall not constitute a renewal of this Lease nor obligate City to budget funds for the purpose of such renewal. In the event the Bank and Trustee shall not have received the Notice of Intent to Renew by August 1 of each year, the Bank or Trustee will notify City of such non -receipt, and City shall then have until August 15 to deliver to the Bank and Trustee its Notice of Intent to Renew. Provided the Notice of Intent to Renew has been delivered timely, the City Council may, at its option, renew this Lease by budgeting funds therefor and by thereafter providing to the Bank and Trustee a Notice of Renewal, in the form attached hereto as Exhibit F, accompanied by a certified copy of the ordinance or other official action of the City Council adopting its budget which includes the expenditure of funds for the Lease Payment for said Renewal Term or otherwise evidencing the appropriation of the Lease Payment for the next Renewal Term. The Notice of Renewal shall be due to the Bank and Trustee promptly following the adoption of the City's budget containing the appropriation and in no event later than September 15 preceding the next Renewal Term. The budgeting of funds as aforesaid shall constitute a valid and enforceable obligation of City for the payment of such funds for such Renewal Term and shall not be subject to abatement for any cause. If City fails to deliver the Notice of Intent to Renew by August 15, or the Notice of Renewal by September 15, or if City shall at any time notify Bank and Trustee that City has elected to not renew this Lease for an additional Renewal Term, an Event of Nonrenewal shall be deemed to have occurred and Bank may exercise the remedies provided herein and the Trustee may exercise the remedies provided under the Trust Indenture upon such occurrence. (c) Subject to the preceding sections, this Lease may be renewed for a total of not more than twenty-four (24) consecutive one year Renewal Terms, with the initial Renewal Term commencing on October 1, 2020. (d) It is the intention of the City Council that the decision to renew or not to renew this Lease and to budget or not budget funds for Lease Payments shall be made solely by the City Council and not by any other officer of City. Section 5.2 Delivery and Acceptance of Possession. Bank shall deliver to City sole and exclusive possession of the Facilities (subject to the right of Bank to enter thereon and have access thereto pursuant to Section 8.1 hereof) on the date of commencement of the Initial Term, and City agrees to ANNUAL APPROPRIATION LEASE AGREEMENT - 6 56125.0001.11965335.6 EXHIBIT E FORM OF NOTICE OF INTENT TO RENEW TO: Zions Bancorporation, National Association, as Lessor ("Bank") Zions Bancorporation, National Association, as Trustee ("Trustee") DATE: , 20 RE: Annual Appropriation Lease Agreement dated November 20, 2019 (the "Appropriation Lease"), between City of Chubbuck, Idaho, as lessee ("City"), and Bank, as lessor, related to the City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019, dated November 20, 2019, issued pursuant to the Annual Appropriation Trust Indenture dated November 20, 2019 (the "Trust Indenture"), among City, the Bank, and Trustee NOTICE IS HEREBY GIVEN pursuant to Section 5.1 of the Appropriation Lease of City's intent to renew the Appropriation Lease for the one-year period commencing October 1, 20_, through September 30, 20_ (the "Renewal Term"), conditioned upon appropriation by City's Council of funds in the amount of the Lease Payments due under the Appropriation Lease during the Renewal Term. Upon such appropriation, no later than September 15, 20_, City shall deliver its Notice of Renewal to the Bank and Trustee, together with a copy of the City Council's official action appropriating sufficient funds to pay the Lease Payments due for the Renewal Period. In the event funds to renew the Appropriation Lease are not appropriated by City's Council as set forth above, the obligation of City to make Lease Payments extends only through the current Lease Term; such obligation terminates at the expiration of the current Lease Term. In such event, City shall timely notify Bank and Trustee that City has elected to not renew the Appropriation Lease for an additional Renewal Term, and an Event of Nonrenewal shall be deemed to have occurred and Bank may exercise the remedies provided under the Appropriation Lease, and the Trustee, as provided under the Trust Indenture. By execution of the applicable Acknowledgment and Consent below, City requests Bank and Trustee to acknowledge timely receipt of this Notice of Intent to Renew and consent to the renewal of the Appropriation Lease conditioned upon timely receipt from City of the Notice of Renewal. Capitalized terms used in this notice and not defined herein shall have the meanings assigned to such terms in the Trust Indenture. CITY OF CHUBBUCK, IDAHO By: Title: EXIIBIT E - 1 56125.0001.11965335.6 BANK'S ACKNOWLEDGMENT AND CONSENT The undersigned, on behalf of the Bank, acknowledges timely receipt of City's Notice of Intent to Renew the Appropriation Lease, and consents to the renewal of the Appropriation Lease conditioned upon receipt from City of its Notice of Renewal no later than September 15, 20_. Effective the day of , 20 ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Lessor By: Title: TRUSTEE'S ACKNOWLEDGMENT AND CONSENT The undersigned, on behalf of the Trustee, acknowledges timely receipt of City's Notice of Intent to Renew the Appropriation Lease, and consents to the renewal of the Appropriation Lease conditioned upon receipt from City of its Notice of Renewal no later than September 15, 20_. Effective the day of , 20_ ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Trustee By: Title: EXHIBIT E - 2 56125.0001.11965335.6 EXHIBIT F FORM OF NOTICE OF RENEWAL TO: Zions Bancorporation, National Association, as Lessor ("Bank") Zions Bancorporation, National Association, as Trustee ("Trustee") DATE: , 20 RE: Annual Appropriation Lease Agreement dated November 20, 2019 (the "Appropriation Lease"), between City of Chubbuck, Idaho, as lessee ("City"), and Bank, as lessor, related to the City of Chubbuck, Idaho Annual Appropriation Certificates of Participation, Series 2019, dated November 20, 2019, issued pursuant to the Annual Appropriation Trust Indenture dated November 20, 2019 (the "Trust Indenture"), among City, the Bank, and Trustee NOTICE IS HEREBY GIVEN pursuant to Section 5.1 of the Appropriation Lease of City's renewal of the Appropriation Lease for the one-year period commencing October 1, 20_, through September 30, 20_ (the "Renewal Term"). Delivered herewith is a copy of the City Council's official action with evidence of appropriation of funds sufficient to pay the Lease Payments due for the Renewal Term. The obligation of City to make Lease Payments extends only through the Renewal Term; such obligation terminates at the expiration of the Renewal Term. By execution of the applicable Acknowledgment and Consent below, City requests Bank and Trustee to acknowledge timely receipt of this Notice of Renewal and consent to the Renewal Term. Capitalized terms used in this notice and not defined herein shall have the meanings assigned to such terms in the Trust Indenture. CITY OF CHUBBUCK, IDAHO By: Title: EXHIBIT F - 1 56125.0001.11965335.6 BANK'S ACKNOWLEDGMENT AND CONSENT The undersigned, on behalf of the Bank, acknowledges timely receipt of City's Notice of Renewal of the Appropriation Lease, and consents to the renewal of the Appropriation Lease for Renewal Term commencing October 1, 20_, through September 30, 20_. Effective the day of , 20 ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Lessor By: Title: TRUSTEE'S ACKNOWLEDGMENT AND CONSENT The undersigned, on behalf of the Trustee, acknowledges timely receipt of City's Notice of Renewal of the Appropriation Lease, and consents to the renewal of the Appropriation Lease for Renewal Term commencing October 1, 20_, through September 30, 20_. Effective the day of , 20_. ZIONS BANCORPORATION, NATIONAL ASSOCIATION, as Trustee By: Title: EXHIBIT F - 2 56125.0001.11965335.6