HomeMy WebLinkAboutResolution - 2009-R0510 - Notice And Acknowledgment - Banc Of America PCC & Wells Fargo Equipment Finance - 11/19/2009Resolution No. 2009-RO510
November 19, 2009
Item No. 5.3
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock or his designee, BE and is hereby authorized
and directed to execute for and on behalf of the City of Lubbock a Notice and Acknowledgment
dated as of November 4, 2009, between Banc of America Public Capital Corp ("Assignor") and
Wells Fargo Equipment Finance, Inc. ("Assignee"), and all related documents. Said Notice and
Acknowledgment 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 Council.
Passed by the City Council this
ATTEST:
becca Garza, City
APPROVED AS TO CONTENT:
19th day of
Abllrl�
Andy Sarcham, Chief Financial Officer
APPROVyFD AS TO FORM:
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Mitchel gatterwhite, Assistant City Attorney
mslResoluuons Nuuce and Acknowledgment of Assignmen-Wells Fargo
11 5.09
November 2009.
TOM MARTIN, MAYOR
Resolution No. 2009-80510
NOTICE AND ACKNOWLEDGMENT OF AssIGNMENT
Dated November 4, 2009
Torn Martin, Mayor
Andy Burcham, Chief Financial Officer
City of Lubbock Texas
P.O. Box 2000
Lubbock, TX 79457
Dear Mr. Martin and Mr. Burcham:
Banc of America Public Capital Corp ("Assignor") hereby gives notice that it has
assigned and sold to Wells Fargo Equipment Finance, Inc. ("Assignee") all of Assignor's right,
title and interest in, to and under Appendix No. 8872-220, Part 1 Equipment List in the amount
of $507,994.35 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 W 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: Fourteen (14)
Amount of each Rental Payment: $41,948.02
Total Amount of Rents Remaining: $587,272.27
Frequency of Rental Payments: Semi-annual
Next Rental Payment Due: February 15, 2010
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):
Mr. Eddie Holland
Wells Fargo Equipment Finance, Inc.
733 Marquette Ave.
Suite 700
Minneapolis, MN 55402-2315
eddle.holland@wachovia.com
[THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.1
ACKNOWLEDGED AND AGREED:
LESSEE:
City of Lubbock, Texas
By:�/���
Name: Torn Martin
Title: Mayor
APP OVED AS TO CONTENT:
13y:
Name: Andy Burcham
Title: Chief Financial Officer
ASSIGNOR:
Banc of America Public Capital Corp
Name:
Title:
LESSEE:
City of Lubbock, Texas
By: —�27C
Name: Rebecca Garza
Title: City Secretary
A0,4FM: C
Name: Mitchell Satterwhite
Title: Assistant City Attorney
ASSIGNEE:
Wells Fargo Equipment Finance, Inc.
Name:(1�:t-E
Title: 15A�L%y
ACKNOWLEDGED AND AGREED:
LESSEE:
City of Lubbock, Texas
By:
Name: Tom Martin
Title: Mayor
APPROVED AS TO CONTENT:
By:
Name: Andy Burcham
Title: Chief Financial Officer
ASS'
OR:
Banc o America Public Capital Corp
I
By:
Name:
Title:. Viep Propirinr"
LESSEE:
City of Lubbock, Texas
By:
Name: Rebecca Garza
Title: City Secretary
APPROVED AS TO FORM:
By:
Name: Mitchell Satterwhite
Title: Assistant City Attorney
ASSIGNEE:
Wells Fargo Equipment Finance, Inc.
By:_
Name:
Title: