HomeMy WebLinkAboutAmendment to Lease & Trust Agreement with Wells Fargo Bank, National Association for Meridian Law Enforcement BuildingCITY OF MERIDIAN RESOLUTION NO. ~~ '- ~y~
BY THE CITY COUNCIL: BIRD, DONNELL, ROUNTREE, WARDLE
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION
AND DELIVERY OF AN AMENDMENT TO LEASE AND TRUST
AGREEMENT, RELATING TO THE FINANCING OF THE ACQUISITION AND
CONSTRUCTION OF LAW ENFORCEMENT FACILITIES, BETWEEN THE
CITY OF MERIDIAN, IDAHO, AND WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS LESSOR AND TRUSTEE; MAKING FINDINGS IN
CONNECTION THEREWITH; AUTHORIZING THE EXECUTION OF AND
APPROVING ANY RELATED DOCUMENTS, AGREEMENTS AND ACTIONS;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has previously determined that it was necessary to finance certain
acquisition and construction of certain law enforcement facilities and related property including
construction of a law enforcement building beginning in 2001 (the "Project") in order to meet
applicable federal, state and local standards and requirements. The District Court, in Case No.
CV OC 0101090D has judicially confirmed that expenditures for the Project constitute "ordinary
and necessary expenses" under Article VIII, Section 3 of the Idaho Constitution; and
WHEREAS, the City has previously caused the issuance of certain Certificates of
Participation, Series 2001 (Law Enforcement Building) in the original principal amount of
$4,000,000 evidencing lease payment obligations in a Lease and Trust Agreement (the
"Agreement") dated as of August 1, 2001 between the City as Lessee and Wells Fargo Bank,
National Association (the "Trustee") (the "Prior Certificates") and now the City finds it is in its
best financial interest to amend the Agreement as provided below;
WHEREAS, in order to clarify the status of legal title to the Project under the
Agreement, the City intends to authorize the amendment of Lease and Trust Agreement (the
"Amendment") to be dated as of ~~,~ 2l 'r~ , 2004, between the City
and Trustee in substantially the form submitted to the City Council at its meeting on the date
hereof; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to
have been performed precedent to the transactions contemplated by the Amendment and by the
documents referred to herein exist, have happened and have been performed in due time, form
and manner as required by the laws of the State of Idaho; and
Amendment to Lease & Trust Agreement for the Financing of the Acquisition and Construction of Law Enforcement
Facilities - 1 of 2
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF MERIDIAN, IDAHO, as follows:
Section 1. The City is hereby authorized to enter into the Amendment. It is
understood that upon execution of the Amendment, full legal title to the Project will reside in the
City under the Agreement.
Section 2. All actions heretofore taken by the officers and agents of the City with
respect to execution and delivery of Amendment are hereby approved, confirmed and ratified,
and the officers of the City, including without limitation the Mayor, Clerk and Treasurer, are
hereby authorized and directed, for and in the name and on behalf of the City to do any and all
things and take any and all actions and execute and deliver any and all certificates, agreements
and other documents which they, or any of them, may deem necessary or advisable in order to
consummate the lawful execution and delivery of the Amendment in accordance with this
Resolution.
Section 3. After the Amendment is executed, this Resolution shall be irrepealable
until defeased.
Section 4. The invalidity or unenforceability of any provision of this Resolution shall
not affect the remaining provisions.
Section 5. All bylaws, orders and resolutions inconsistent herewith are hereby
repealed to the extent of such inconsistency.
Section 6. This Resolution shall be in full force and effect from and after its passage
and approval, as provided by law.
S
ADO~P,TIED by the City Council of the City of Meridian, Idaho, this 2~ day of
Ceh'3"~J~il, , 2004.
S~
ADOPT°°ED by the Mayor of the City of Meridian, Idaho, this ~il `day of
CP/Yh, 9-v~, 2004.
f
ATTEST: ~~-
~ rF
r
By: ~~-~ 8E~-L
CITY CLERK -
~r ~~
Amendment to Lease & Trust Agreement for the F~ d~ . s
Facilities - 2 of 2 '~v, ~v
~j ~ ~1
'~~..
SEAL)
Construction of Law Enforcement
EXECUTION COPY
AMENDMENT TO LEASE AND TRUST AGREEMENT
Dated as of December 21, 2004
by and between
CITY OF MERIDIAN, IDAHO,
As Lessee
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee and Lessor
Relating to:
City of Meridian, Idaho
Certificates of Participation,
Series 2001
(Law Enforcement Building)
City of Meridian, Idaho
Certificates of Participation, Series 2001
(Law Enforcement Building)
TABLE OF CONTENTS
P
Parties and Recitals ..........................................................................................................................1
Section 1. Definitions Revised ..................................................................................................1
Section 2. Section 2.01 Revised ................................................................................................2
Section 3. Conveyance of Title .................................................................................................2
Section 4. Section 2.02 Revised ................................................................................................2
Section 5. Section 2.03 Revised ................................................................................................3
Section 6. Section 2.04 Revised ................................................................................................3
Section 7. Section 2.04 Revised ................................................................................................4
Section 8. Section 2.09 Revised ................................................................................................4
Section 9. Section 2.11 Revised ................................................................................................5
Section 10. Section 3.01 Revised ................................................................................................5
Section 11. Section 3.03 Revised ................................................................................................6
Section 12. Section 6.08 Revised ................................................................................................6
Section 13. Section 8.02 Revised ................................................................................................7
Section 14. No Merger ................................................................................................................7
Section 15. All Other Provisions ................................................................................................7
Section 16. Counterparts .............................................................................................................7
Signature Page ..................................................................................................................................8
-~-
AMENDMENT TO LEASE AND TRUST AGREEMENT
THIS AMENDMENT TO LEASE AND TRUST AGREEMENT is executed as of
December 21, 2004 (the "Amendment"), by and between the CITY OF MERIDIAN, IDAHO
(the "City") as lessee (the "Lessee") and WELLS FARGO BANK, NATIONAL
ASSOCIATION, organized under the laws of the United States of America, acting solely in its
capacity as a fiduciary through its corporate trust department, as lessor and trustee (the "Trustee")
in order to amend the Lease and Trust Agreement dated as of August 1, 2001 (the "Agreement")
between the Trustee and the City.
WHEREAS, pursuant to the original Agreement, on August 1, 2001, the City did cause
the Trustee to issue certain Certificates of Participation, Series 2001 (Law Enforcement Building)
(the "Prior Certificates") evidencing Lease Payments (as defined in the Agreement) obligations
in the aggregate principal amount of $4,000,000 and has proceeded to cause the Project (as
defined in the Agreement, as amended) to be constructed in accordance with the Agreement; and
WHEREAS, the City has requested that the Agreement be amended by this Amendment,
in accordance with Section 9.O1.B of the Agreement, to clarify and correct certain provisions of
the Agreement which changes are not prejudicial to the interests of the Certificate Owners and
the Trustee by providing that title to the building and improvements financed by the Prior
Certificates is conveyed from the Trustee to the City subject to the provisions of the Agreement
and subject to an equitable interest in the Trustee such that in the event of a default under the
Agreement, as amended, the Trustee will have the right to possession of the Project for the
remaining term of the Agreement.
WHEREAS, the Rating Agency, as defined in the Agreement, has been notified of this
Amendment and has indicated that it will give its approval in connection with the Amendment;
and
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Lessee and the Trustee agree as follows:
Section 1. Definitions Revised. The following definitions in Section 1.01 of the Agreement
are hereby amended to read as set forth below:
"Agreement" means this Lease and Trust Agreement as amended by the Amendment to
Lease and Trust Agreement dated as of August 1, 2001.
The definition of "Project Purchase Price" is hereby deleted.
Section 2. Section 2.01 Revised. Section 2.01(a) of the Agreement is hereby amended to
read as follows:
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 1
C~\Documents and Settings\naryb\Local Settings\Temporary Internet Files\OLKFIAmendment to Lease and Trust Title Transfer of 12-13 CLEAN.doc
Section 2.01. Agreement to Lease Project.
(a) Agreement to Lease the Project.
The Trustee hereby agrees to lease its interest in the Project to the Lessee
granting the possession and use thereof to Lessee and Lessee agrees to lease said
interest in the Project for the term of this Agreement from the Trustee by gainfully
using and possessing the Project and by performing its payment and other
obligations to Trustee under this Agreement. It is understood that the Trustee has
conveyed all title to the Project to the Lessee hereunder, provided that Trustee
shall retain the right of occupancy of the Project as an equitable interest which it
hereby leases to the Lessee for the term of this Agreement. It is further
understood that during the term of this Agreement Lessee shall have all
possessory rights to the Project under Idaho law and Trustee shall have a future
contingent right to possession of the Project for the remaining term of the
Agreement if Lessee becomes in default of this Agreement. The Lessee shall
carry out the construction, acquisition and installation of the Project, including,
but not limited to executing the Project Documents. This Agreement shall
continue in effect until the Lessee has paid in full all of the Lease Payments
hereunder or there is a defeasance under Article VIII hereof, and at such time all
of the Trustee's equitable interest and rights in the Project shall automatically pass
to the Lessee. The Lease Payments shall be paid by Lessee from its legally
available general fund revenues in the amounts and at least five (5) Business Days
before the dates shown in Exhibit "B" and shall consist of a principal component
and an Interest Component. Each unpaid principal component of a Lease
Payment shall bear interest at the rate indicated in Exhibit "B" which shall accrue
from August 1, 2001. Interest shall be paid semi-annually on the dates shown in
Exhibit "B". These payments of principal and interest are referred to herein as the
"Lease Payments."
Section 3. Conveyance of Title. It is hereby agreed that all legal title to the Project and the
improvements therein are hereby, and have been, conveyed by Trustee to Lessee, subject to an
equitable interest of the Trustee in the Project as described in Section 2.01(a) of the Agreement
as amended, which affords Trustee the future right to exclude Lessee from possession of the
Project for the remaining term of the Agreement in the Event of Default under the Agreement by
Lessee.
Section 4. Section 2.02 Revised. Section 2.02(a) of the Agreement is hereby amended to
read as follows:
Section 2.02. Security Interest in Project and Net Revenues.
(a) The Lessee hereby acknowledges that the Trustee holds an equitable interest in the
improvements constituting the Project to the extent described in Section 2.01(a), and
hereby further pledges, assigns and grants to Trustee a security interest in Lessee's
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 2
C:\Documents and Settings\naryb\Locnl Settings\Temporary Internet Files\OLRFWmendment to Lease and Trust Title Transfer of 12-13 CLEAN.doc
interest, if any, in the all of its legally available general fund revenues and in the
Agreement and all Trust Accounts described in Article V hereunder (subject to any
arbitrage rebate requirement under Section 5.05 hereof) to secure payment of the
obligations of the Lessee hereunder; and this pledge shall be valid and binding from and
after the date of issuance of the Certificates hereunder; and the lien of this pledge and
security interest and the obligation to perform the contractual provisions hereby made
shall, to the extent permitted by law, have priority over any and all other obligations and
liabilities of the Lessee with respect to the Project except Permitted Encumbrances; and
the lien of this pledge and security interest shall be valid and binding as against all parties
having claims of any kind in tort, contract or otherwise against the Lessee (except as
herein otherwise provided) irrespective of whether such parties have notice hereof.
Section 5. Section 2.03 Revised. Section 2.03 of the Agreement is hereby amended to read
as follows:
Section 2.03. Acquisition and Construction of the Project. The Lessee shall accomplish the
acquisition, construction and installation of the Project. All legal title to the Project shall be held
by the Lessee, subject to the interest of the Trustee as described in Section 2.01(a) hereof such
that Trustee shall have the future, contingent right to exclude Lessee from the Project for the
remaining term of this Agreement in the Event of Default by Lessee, subject to the requirements
of this Agreement, and such interest shall remain in the Trustee until Lessee's obligations under
the Agreement have been paid and performed in full. Upon the Lessee's timely payment of all
Lease Payments and the compliance with all other terms and conditions of this Agreement, the
said Trustee's interest shall automatically pass to the Lessee.
The Trustee does not, and shall not, be required to make any representations regarding the
condition of any part of the Project.
Section 6. Section 2.04 Revised. Sections 2.04 (b), (d) and (f) are hereby amended to read
as follows:
Section 2.04. Default and Trustee's Remedies.
(b) Upon the occurrence of any Event of Default specified herein, the Trustee may,
and shall upon written request of the Owners of Certificates representing not less than
twenty-five percent (25%) of the principal amount of unpaid Lease Payments, exercise
any or all of the following remedies:
(i) Declare the unpaid principal balance of all Lease Payments, together with
accrued interest immediately due and payable;
(ii) Terminate the Agreement and give notice to the Lessee to surrender
possession and use of the Project and the Lessee shall surrender such possession
and use of the Project immediately, and thereupon the Trustee may proceed to
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 3
C:\Documents and Settings\naryb\Local Settings\Temporary Internet Fi]es\OLKF\Amendment to Lease and Trust Tide Transfer of 12-13 CLEAN.doc
lease the Project, for the benefit of the Owners for the remaining term of this
Agreement;
(iii) Exercise its rights as a secured party under the Uniform Commercial Code;
and/or
(iv) Pursue and exercise any other remedy available at law or in equity to
collect any amounts due under this Agreement or to enforce its rights in and to the
Project under this Agreement.
(d) Upon any re-leasing of the Project pursuant to Section 2.04(b)(ii) above, any
Certificate Owner may bid for and lease the Project and, upon compliance with the terms
of the sale, may hold, retain and possess and dispose of such property in his, her or their
own absolute right without further accountability.
(f) From the proceeds of any re-leasing of the Project under Section 2.04(b)(ii) above,
the Trustee shall deduct any reasonable expenses relating to said lease, any costs of repair
or replacement of any property constituting the Project, the reasonable expenses or
actions taken to enforce this Agreement and any other reasonable expenses related thereto
including without limitation fees and expenses incurred prior to trial, at trial, on appeal
and in any bankruptcy or arbitration proceedings and shall then deposit to the Lease
Payments Account the amount sufficient to redeem Certificates in accordance with
Section 2.01(b)(iii) hereof. If such proceeds are insufficient to redeem all Outstanding
Certificates in full, each Owner shall be entitled to a pro rata share of such proceeds,
based on the Outstanding principal amount held by each Owner. If such proceeds exceed
the amount required to pay the expenses referenced above and to redeem all Outstanding
Certificates in full, then the balance remaining after paying any other amounts due under
this Agreement shall be paid to the Lessee.
Section 7. Section 2.04 Deleted. Section 2.04(e) is hereby deleted.
Section 8. Section 2.09 Revised. Section 2.09. is hereby amended to read as follows:
Section 2.09. Granting of Easements. The Lessee may at any time or times, but only upon the
consent of the Trustee which shall not be unreasonably withheld, grant easements, licenses,
rights-of--way (including the dedication of public highways) and other rights or privileges in the _
nature of easements with respect to any property or rights included in this Agreement, free from
this Agreement and any security interest or other encumbrance created hereunder or thereunder.
The Lessee may release existing easements, licenses, rights-of--way and other rights and
privileges with respect to such property or rights, with or without consideration, and subject to
Trustee's approval, Lessee agrees to execute and deliver any instrument necessary or appropriate
to confirm and grant or release any such easement, license, right-of--way or other grant or
privilege upon receipt of: (i) a copy of the instrument of grant or release; (ii) a written application
signed by an authorized official of the Lessee requesting such instrument and stating that such
grant or release will not impair the effective use or interfere with the operation of the Project or
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 4
C:\Documen[s and Settings\naryb\Local Settings\Temporary Internet Files\OLKF1Amendment to Lease and Trust Title Transfer of 12-13 CLEAN.doc
impair the value or utility of the Project. In connection with granting any consent or approval
contemplated hereunder, the Trustee shall be entitled to receive, at the expense of Lessee, an
Opinion of Counsel to the effect that the requested grant or release of easements, licenses,
rights-of--way (including the dedication of public highways) and other rights or privileges in the
nature of easements with respect to any property or rights included in this Agreement, free from
this Agreement and any security interest or other encumbrance created hereunder or thereunder,
will not materially adversely affect the Certificate Owners
Section 9. Section 2.11 Deleted. Section 2.11 of the Agreement is hereby deleted.
Section 10. Section 3.01 Revised. Section 3.01 is hereby amended to read as follows:
Section 3.01. Agreement to Construct, Install and Acquire the Project. The Lessee hereby
agrees that it will make all contracts and do all things necessary for the repair, replacement,
improvement, construction, acquisition and installation of the Project.
(a) The Lessee shall cause the Project to be repaired, replaced, improved, constructed,
acquired and installed; and
(b) Title to all personal property which is purchased or financed from moneys
deposited in the Proceeds Fund shall beheld by the Lessee, subject to this Agreement.
(c) The Lessee hereby agrees that in order to effectuate the purposes of this
Agreement it will make, execute, acknowledge and transmit any contracts, orders,
receipts, writings and instructions with any other persons, firms, or corporations and in
general do all things which may be requisite or proper, all for the repair, replacement,
improvement, construction, acquisition and installation of the Project. Construction,
acquisition and installation of the Project shall be in accordance with the Project
Documents and subject to reasonable change orders or any other reasonable changes
approved by the Lessee, provided that such changes shall not reduce the value of the
Project as determined by Lessee. Notwithstanding the foregoing, no improvements,
acquisitions or changes shall be made unless provision for payment therefor has been
made. Lessee acknowledges and agrees that the Project is of a design and construction
selected by Lessee, and Trustee is not responsible for the design or construction of the
Project.
(d) So long as this Agreement is in full force and effect and no Event of Default shall
have occurred, or if an Event of Default has occurred but has been cured, the Lessee shall
have full power to carry out the acts and agreements provided in this Section 3.01, and
such power is granted and conferred under this Agreement to the Lessee, and is accepted
by the Lessee and shall not be terminated or restricted by act of the Trustee or the Lessee,
except as provided in this Section 3.01.
(e) The Lessee agrees to construct, acquire and install the Project through the
application of moneys to be disbursed from the Proceeds Fund pursuant to Section 5.02
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 5
C:\Documents and Settings\naryb\Local Settings\Temporary Interne[ Files\OLKE\Amendmrnt to Lease and Trust Title Transfer of 12-13 CLEAN.doc
of this Agreement by the Trustee upon the authorization of the Lessee. The Lessee agrees
to complete all new construction, acquisition and installation with all reasonable dispatch,
and to use its best efforts to cause the Project to be acquired and completed as soon
thereafter as may be practicable; but, if for any reason the Project is not completed by said
date, there shall be no resulting liability on the part of the Lessee or Event of Default
hereunder, and there shall be no diminution in or postponement of the Lease Payments
required to be made by the Lessee under this Agreement.
Section 11. Section 3.03 Revised. Section 3.03 is hereby amended to read as follows:
Section 3.03. Construction Contracts. The Lessee represents that, in the opinion. of the Lessee
based upon an examination of property and estimated construction, acquisition and installation
costs provided by the architect or engineer for the Project, the Project can, to the best of the
Lessee's present knowledge, be constructed, acquired and installed for a total price within the
amount of funds to be available therefor in the Proceeds Fund. In the event of cost overruns, the
Lessee shall pay such additional costs from available general fund revenues of Lessee. Upon the
occurrence of an Event of Default or otherwise upon termination of the Lessee's right to control
construction of the Project as provided in the last sentence of Section 3.01 of this Agreement, the
Trustee may (but shall have no obligation to), on behalf of the Owners, complete the Project,
utilizing any moneys remaining in the Proceeds Fund. All Construction Contracts shall provide
that the Lessee is entering into the Construction Contracts and that, upon the occurrence of an
Event of Default, or upon the Trustee's assuming control over construction of the Project as
provided in Section 3.01 of this Agreement: (i) such Construction Contracts shall be fully and
freely assignable to the Trustee without the consent of any other person and the Trustee may
choose to assume or not assume such Construction Contracts; and (ii) if the Trustee does so
assume such Construction Contracts, the contractor shall perform the agreements contained
therein for the Trustee. All Construction Contracts shall also provide that, upon an Event of
Default, and upon written notice from the Trustee, the Trustee may terminate such Construction
Contracts; and the contractor shall then be entitled to payment only from amounts available
therefor in the Proceeds Fund and only for work done and liabilities reasonably incurred prior to
such termination. All Construction Contracts shall further provide that the Trustee is not
obligated to, and shall not, utilize any of its own funds, or any funds other than the proceeds of
the Certificates and earnings thereon to pay any part of the Cost of Construction. Such provision
shall not restrict the contractor's right to recover any sum remaining due on such contract from
the Lessee, notwithstanding the amount of money in the Proceeds Fund. Upon the occurrence of
an Event of Default, or upon the Trustee's assuming control over construction of the Project as -
provided in the last sentence of Section 3.01 of this Agreement the following may occur: (i) the
Trustee may terminate the Lessee's involvement in the Construction Contracts; and (ii) upon
receipt of a written request from the Trustee, the Lessee shall assign all of its right, title and
interest in and to all Construction Contracts and other Project Documents to the Trustee and shall
deliver all Project Documents held by it to the Trustee.
Section 12. Section 6.08 Revised. Section 6.08(g) of the Agreement is hereby amended to
read as follows:
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 6
C:\Documents and Settings\naryb\Ivcal Settings\Temporary Internet Files\OLKIIAmendment to Lease and Trust Tile Transfer of 12-13 CLEAN.doc
(g) The Lessee will acquire, construct and install the Project in accordance with this
Agreement and applicable law, except for such variations as maybe approved in writing
by the Trustee, based solely upon an Opinion of Counsel to the effect that such variation
or variations will not materially adversely affect the interests of the Certificate Owners.
Section 13. Section 8.04 Revised. Section 8.04. of the Agreement is hereby amended to read
as follows:
Section 8.04. Conveyance of Trustee's Interest Upon Defeasance. Upon defeasance pursuant to
Section 8.01 hereof, the Trustee shall, upon written request of the Lessee, convey any interest it
may have in the Project to the Lessee or any transferee thereof.
Section 14. Merger. The Lessee and Trustee acknowledge that any merger, if any, of Lessee's
leasehold interest and Title in the Project, and its ownership of the real property described in
Exhibit A to the Agreement, shall be subject to Trustee's rights set forth in the Agreement.
Section 15. All Other Provisions. All other provisions of the Agreement shall remain the
same.
Section 16. Counterparts. This Amendment may be executed in several counterparts, each
of which shall be deemed an original, and all of which shall constitute but one and the same
instrument.
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 7
C:\Documents and Settings\naryb\Local Settings\Temporary Internet Files\OLKFIAmendment to Lease and Trust Title Transfer of 12-13 CLEAN.doc
CITY OF MERIDIAN, IDAHO
as Lessee
ATTEST:
By:
ASSOCIATION,
as Trustee
By:
Its:
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 8
C:\Documents and Settings\naryb\Local Settings\Temporary Internet Files\OLKF\Amendment to Lease and Trust Title Transfer of 12-13 CLEAN.doc
WELLS FARGO BANK, NATIONAL
CITY OF MERIDIAN, IDAHO
as Lessee
By:
ATTEST:
sy:
City Clerk
Its Mayor
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
By:
Its: G~ ~
AMENDMENT TO LEASE AND TRUST AGREEMENT -PAGE 8
S_\S..kinngr\..M~rldianU'ropg~v Tax~Amendment to Lease and Trust Ti Transfer o(I?-13 CLEAN.do~iSk' ~1'~st-~'+Ne~~'~ransfeFdac
Wells Fargo Bank, N.A. Corporate Trust Services
MAC U1858-033
877 West Main Street,Third Floor
Boise, ID 83702
208 393-5493
208 393-5404 Fax
800 574-6614 Toll Free
December 6, 2005
City of Meridian
Sharon Smith, Deputy City Clerk
City Hall
33 East Idaho Avenue
Meridian, ID 83642
Re: Amendment to Lease and Trust Agreement
Dear Sharon,
In response to your letter dated November 15, 2005, I have enclosed the original
signature page for Wells Fargo's signature on the above-referenced agreement. We
signed this agreement on separate signature pages and bond counsel must not have sent
you the page with our signature.
If you should have any questions, please give me a call at 393-5491.
Sincerely,
Twyla D. Gauthier
Vice President