Ordinance 2015-1695 - Laserfiche WebLink

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ARTICLE III DEMISING CLAUSE; ASSIGNMENT OF RIGHTS UNDER CEC AGREEMENTS; QUIET ENJOYMENT Section 3.01. Lease of Leased Property. Alpine Bank demises and leases the Leased Property, including specifically any rights of Alpine Bank under the Co- Location Agreement necessary to permit the location of the Panels in the Solar Array Facility, subject only to Permitted Encumbrances, to have and to hold for the Lease Term. Section 3.02. Assignment of Rights under CEC Agreements. It is acknowledged that: (i) Alpine Bank is afforded certain rights under the CEC Agreements in connection with its ownership of the Panels, (ii) that such rights, including the rights to receive Bill Credits and the REC Payments, are essential to the intended use of, and have formed the basis of the valuation by the City of, this Lease of the Panels; (iii) that, by separate instrument, on the date of execution of this Lease, Alpine Bank has assigned the Energy Agency Agreement to the City and, in doing so, has assigned to the City all right, title and interest, if any, of Alpine Bank in and to the Bill Credits and the REC Payments; and (iv) that, pursuant to the Co- Location Agreement, upon purchase of the Panels by the City, the Host Company has agreed to enter into a co- location agreement with the City in the form attached thereto. By execution of this Lease, in the event that Alpine Bank is nonetheless deemed to have any rights in the Bill Credits and the REC Payments, Alpine Bank does hereby irrevocably, unconditionally and absolutely sell, grant, assign and convey under the City all rights, title and interest of Alpine Bank in and to all Bill Credits and REC Payments which, in accordance with the CEC Agreements and the Program, are or become due and payable during the Term of this Lease. In addition, during the Lease Term, Alpine Bank hereby irrevocably and unconditionally assigns to the City the following (provided that such assignment shall not operate to limit any other assignment by any other document executed by Alpine Bank in favor of the City): (a) the right to enforce, on behalf of Alpine Bank, all obligations of the Agent and Host Company under such CEC Agreements, without further action, direction or consent by Alpine Bank, and (b) to the extent not permitted or in the nature of a right able to be leased as provided in Section 3.01 hereof, any rights of Alpine Bank under the Co- Location Agreement necessary to permit the location of the Panels in the Solar Array Facility. Section 3.03. Enjoyment of Leased Property. (a) Alpine Bank hereby covenants that the City shall during the Lease Term peaceably and quietly have, hold and enjoy the Leased Property without suit, trouble or hindrance from Alpine Bank, except as expressly required or permitted by this Lease. During the Lease Term, Alpine Bank shall execute all assignments, notices and other instruments and take all steps reasonably required of it by the City, the Utility, the Agent and the Host Company to provide for inurement to the City of the Bill Credits and the REC Payments and quiet enjoyment by the City of the Leased Property. (b) Alpine Bank shall, at the request of the City and at the cost of the City, join and cooperate fully in, and shall provide such assistance as shall be reasonably necessary to permit to permit the City to pursue, any legal action or other process or 8 4812 - 2161 -1294 9