HomeMy WebLinkAboutResolution - 2012-R0392 - Notice And Acknowledgement Of Assignment - Banc Of America PCC And Capital One - 10/25/2012Resolution No. 2012—RO392
October 25, 2012
Item No. 5.4
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 a Notice and Acknowledgement of
Assignment dated as of October 25, 2012, between Banc of America Public Capital Corp
("Assignor") and Capital One Public Funding, LLC, and all related documents. Said
Notice and Acknowledgement of Assignment and Sale 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 October 25, 2012
ATTEST:
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Rebec Garza, City Secretary
APPROVED AS TO CONTENT:
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Cheryl Brock, Budget Director
APPROVED AS TO FORM:
Sam Medina, City,Attorney
sj/ccdocs:'Res.Notice and Acknowledgment of Assignment -Banc of America
October 9, 2012
Resolution No. 2012-RO392
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated October 25 '2012
Banc of America Public Capital Corp ("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 Appendix No. 8872-231, Part 1 Equipment List in the amount of
$2,326,899.01 and Part 2 Payment Schedule (the "Lease") to the Master Lease Agreement
("Agreement") dated as of February 12, 2009, by and between Assignor and City of Lubbock,
Texas ("Lessee").
For purposes of this Notice and Acknowledgment of Assignment (the
"Acknowledgment'), '), "Lease" means collectively the Lease identified above, 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 Lease identified above. 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 Lease or with respect to the equipment
described on the Lease (the "Equipment") shall be paid to Assignor as fiscal agent for Assignee
or, upon receipt of notice from Assignee of the termination of such fiscal agency, to Assignee as
directed in Assignee's invoices.
2. Lessee hereby agrees that: (i) Assignee shall have all the rights of Lessor under
the Lease 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 Lease, to declare a default and to exercise all
remedies thereunder; and (ii) except as provided in Section IV of the Lease, the obligations of
Lessee to make rental payments and to perform and observe the other covenants and agreements
contained in the Lease 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 following
information about the Lease is true, accurate and complete:
Number of Rental Payments remaining: Ten (10)
Amount of each Rental Payment:
$249,389.53
Total Amount of Rents Remaining:
$2,493,895.33
Frequency of Rental Payments:
Semi-annual
Next Rental Payment Due:
February 15, 2013
4. The 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 Lease so as to meet the applicable requirements of
Section 149(a) of the Internal Revenue Code.
6. Notwithstanding anything in the Lease 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 Lease shall continue with respect to any such copies.
7. Any inquiries of Lessee related to the Lease 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
275 Broadhollow Road
Melville, NY 11747
[THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.]
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LESSEE:
City of Lubboc T xa
By:
Name: Men C. Robertson
Title: Mayor
APPROVED AS TO CONTENT:
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Name: Cheryl Brock
Title: Budget Director
ASSIGNOR:
Banc of America Public CapitalCorp
By:
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Name:
Title:
LESSEE:
City of Lubbock, Texas
ATTEST:
Name: Rebecca Garza
Title: City Secretary
APPROVED AS TO FORM:
By: �—
Name: Sam Medina
Title: City Attorney
ASSIGNEE:
Capital One Public Funding, LLC
By: U:�d" -0 , kg44�
Name: A_ /t- L SCA
Title: A\)r