HomeMy WebLinkAboutResolution - 2012-R0175 - Assignment Of Lease To Master Lease Agreement - Banc Of America PIFF LCC - 05_03_2012Resolution No. 2012-RO175
May 3, 2012
Item No. 5.2
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, an Assignment of Lease to that certain
Master Lease Agreement dated February 9, 2006, by and between the City of Lubbock
and Banc of America Public and Institutional Financial Funding, LLC, and related
documents. Said Assignment of Lease is attached hereto and incorporated in this
resolution as if fully set forth herein and shall be included in the minutes of the City
Council.
Passed by the City Council on May 3, 201
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TOM MARTIN, MAYOR
ATTEST:
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
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iCheryl Brock, Director of Fiscal Policy
�APPROVED AS TO FORM:
Chad Weaver, Assistant City Attorney
ww:ccdocs/RES.Assignment of Lease -Banc of America
April 2, 2012
Resolution No. 2012-RO175
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
May 3
Dated , 2012
Banc of America Public and Institutional Financial Funding, LLC
("Assignor") hereby gives notice that it has assigned and sold to Capital One Public
Funding, LLC ("Assignee") all of Assignor's right, title and interest in, to and under
each Part 1 Equipment List and Part 2 Payment Schedule to the Appendices set forth on
Exhibit A hereto (each a "Lease" and collectively the "Leases") to the Master Lease
Agreement (as amended, the "Agreement") dated as of February 9, 2006, by and
between Assignor and City of Lubbock, Texas ("Lessee").
For purposes of this Notice and Acknowledgment of Assignment
(the "Acknowledgment"), "Leases" means collectively the Leases identified on
Exhibit A hereto, together with all exhibits, schedules, addenda and attachments related
thereto, and all certifications and other documents delivered in connection therewith.
The term "Lease" specifically excludes all other Equipment List and Payment Schedules
entered into under the Agreement and rental payments other than with respect to the
Leases identified in Exhibit A hereto. Each capitalized term used but not defined herein
has the meaning set forth in the Agreement described above.
1. From and after the date of this Acknowledgment, all payments of rent and
other sums now or hereafter becoming due pursuant to the Leases or with respect to the
equipment described on the Leases (the "Equipment") shall be paid to Assignor as fiscal
agent for Assignee or, upon receipt of notice from Assignee or Assignor of the
termination of such fiscal agency, as directed in Assignee's invoices.
2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor
under the Leases and all related documents, including, but not limited to, the rights to
issue or receive all notices and reports, to give all consents or agreements to
modifications thereto, to receive title to the equipment in accordance with the terms of
the Leases, to declare a default and to exercise all remedies thereunder; and (ii) except as
provided in Section IV of the Leases, the obligations of Lessee to make rental payments
and to perform and observe the other covenants and agreements contained in the Leases
shall be absolute and unconditional in all events without abatement, diminution,
deduction, set-off or defense.
3. Lessee agrees that, as of the date of this Acknowledgment, the
information about the Leases set forth on Exhibit A hereto is true, accurate and complete:
4. Each Lease remains in full force and effect, has not been amended
and no nonappropriation or event of default (or event which with the passage of time or
the giving of notice or both would constitute a default) has occurred thereunder.
5. Lessee hereby agrees to use a book entry system to register Assignee (and
any subsequent assignee) as the owner of the Leases so as to meet the applicable
requirements of Section 149(a) of the internal Revenue Code.
6. Notwithstanding anything in the Leases to the contrary (including,
without limitation, Section 19 thereof), Lessee acknowledges and agrees that Assignee
shall be permitted to retain copies of the Records as it deems necessary in order to
comply with its customary document and information retention policies and procedures;
provided that the confidentiality obligations set forth in the Leases shall continue with
respect to any such copies.
7. Any inquiries of Lessee related to the Leases after the date of
this Acknowledgment should be remitted to Assignee at the following address (or such
other address as provided to Lessee in writing from time to time by Assignee):
Capital One Public Funding, LLC
c/o Deutsche Bank National Trust Company
6810 Crumpler Blvd., Suite 100
Olive Branch, MS 38654
Attention: Jacqueline McNeil
Phone (662) 890-3789
Fax (662) 890-0114
j acgueline.mcneilP,,db. com
8. This Acknowledgement may be executed in counterparts, each
of which shall be an original and all of which shall constitute one
agreement.
[THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT
BLANK. SIGNATURE PAGE FOLLOWS.]
ACKNOWLEDGE AND AGREED:
LESSEE:
City of Lubbock, Texas
Name: Torn Martin
Title: Mayor
APPROVED AS TO CONTENT:
Name: Cheryl Brock
Title: Director of Fiscal Policy
LESSEE:
City of Lubbock, Texas
ATTEST:
By
Name: Rebecca Garza
Title: City Secretary
APPROVED TO FORM:
By:
Name: Chad Weaver
Title: Assistant City Attorney
ASSIGNOR: ASSIGNEE:
Banc of America Public and Institutional Capital One Public Funding, LLC
Financing Funding, LLC
By:Zvi.-�:_
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I
Name: Laurene N. Cockett
Title: Vice President
Name:
Title:
ACKNOWLEDGE AND AGREED:
LESSEE:
City of Lubbock, Texas
Un
Name: Tom Martin
Title: Mayor
APPROVED AS TO CONTENT:
Name: Cheryl Brock
Title: Director of Fiscal Policy
LESSEE:
City of Lubbock, Texas
Name: Rebecca Garza
Title: City Secretary
APPROVED AS TO FORM:
IN
Name: Chad Weaver
Title: Assistant City Attorney
ASSIGNOR: ASSIGNEE:
Banc of America Public and Institutional Capital One Public Funding, LLC
Financing Funding, LLC
By: By:
Name: Name: Q% % C, "'e
Title: Title: V 1�GG ka;kd
Resolution No. 2012-RO175
Exhibit A
Master Lease dated as of February 9, 2006 (as amended) between the City of Lubbock and Banc of
America Public and Institutional Financial Funding, LLC
No. of Rental
Frequency of
Next Rental Payment
Contract
Payments
Rental Payment
Total Amount of
Rental
Due
No.
Appendix No.
Remaining
Amount
Rents Remain
Payments
63622
6489-007
8
3,850.65
30,805.20
Semi-annual
August 15, 2012
63230
6489-001
8
106,908.63
855,269.04
Semi-annual
August 15, 2012