Ordinance 2015-1695 - Laserfiche WebLink

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ARTICLE XIV MISCELLANEOUS Section 14.01. CEC Agreements. Alpine Bank acknowledges that a material consideration in the City's leasing of the Leased Property is receipt by the City of the Bill Credits, REC Payments and other credits which the power generated by the Financed Project will provide from the Utility pursuant to the CEC Agreements. For so long as this Agreement is in effect, Alpine Bank shall execute all assignments, notices and other instruments and take all steps reasonably required of it by the City, the Utility, Mesa Solar 1, LLC, Clean Energy Collective, LLC, or other parties to provide for inurement to the City of such Bill Credits, REC Payments and other credits associated with power generated by the Leased Property. Section 14.02. Sovereign Powers of City. Nothing in this Lease shall be construed as diminishing, delegating, or otherwise restricting any of the sovereign powers of the City. Nothing in this Lease shall be construed to require the City to occupy and operate the Leased Property other than as lessee, or to require the City to exercise its right to purchase the Leased Property as provided in Article XI hereof. Section 14.03. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified or registered mail, postage prepaid, addressed as follows: if to the City of Louisville, Colorado, 749 Main Street, Louisville, Colorado 80027, Attention: City Manager, with a copy to the City Attorney; if to Alpine Bank, Alpine Bank, 1777 Wynkoop Street, Denver, Colorado 80202, Attn: Matt Teeters. The City and Alpine Bank may, by written notice, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 14.04. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon Alpine Bank and the City and their respective successors and assigns, subject, however, to the limitations contained in Article XII and Section 14.05 of this Lease. Section 14.05. Amendments, Changes and Modifications. Except as otherwise provided in this Lease, this Lease may not be effectively amended, changed, modified or altered without the written consent of the parties hereto. Section 14.06. Assignment by Alpine Bank. Alpine Bank agrees that it shall not assign or transfer this Lease or any interest herein except to an "Accredited Investor" as defined in Regulation D under the Securities Act of 1933, as amended (the "1933 Act "), or a bank or trust company acting as trustee for holders of certificates representing interests in one or more obligations, which bank or trust company agrees to (i) maintain, or cause to be maintained, a book -entry system in which a record of the names and addresses of such holders is kept and (ii) require that each person acquiring a beneficial ownership interest in any such certificate be an Accredited Investor. In connection with any transfer or sale the City may require a letter from the transferee to the effect that the transferee is an Accredited Investor purchasing for its own account with no present view to resale or other distribution of any interest in this Lease or is a bank or trust company acting as trustee as described above. The City shall not be required 25 4812 - 2161 -1294 9