NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
FEB 1 2 2003
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February 11,2003
Christina 1. Catzoela
415.278.9054
Via Federal Express
Ms. Pam Akin
City Attorney
City of Clearwater
100 S. Myrtle Avenue
Clearwater, FL 33756
Re: Notice and Acknowledgment of Assignment, dated February 6, 2003
Dear Pam:
In connection with the above-referenced transaction, please find enclosed for your records a
fully-executed Notice and Acknowledgment of Assignment, dated February 6, 2003.
Should you have any questions regarding the enclosed, please feel free to contact me at
415.278.9054. Thank you very much for your assistance with this matter.
Very truly yours,
(}p~ qre--
Christina 1. Catzoela
Project Assistant
Enclosures
625 Market Street, Suite lIOO, San Francisco, California 94I05 telephone 415. 541. 0500 facsimile 415. 541. 0506
Il professional corporation
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated February 6, 2003
!-if'
This Acknowledgment of Assignment ("Acknowledgment") is made as of the above date by the
City of Clearwater, Florida (the "Lessee") in favor of Assignee, identified below, and Banc of America
Leasing & Capital, LLC ("BALCAP") (successor by assignment from Tryon Investments II, LLC (now
known as Banc of America Public and Institutional Financial Funding, LLC) ("BAPIFF") which was
successor by assignment from BALCAP), as Lessor and Assignor, with respect to the Lease identified
below:
Assignee Name:
Sun Trust Leasing Corporation
Assignee Address: P.O. Box 79194
Baltimore, Maryland 21279-0194
Lease:
Schedule of Property No.3, dated June 1, 2001, between
BALCAP (successor by assignment from BAPIFF which
was successor by assignment from BALCAP), as Lessor,
and Lessee, which incorporates by reference the Master
Equipment Lease/Purchase Agreement, dated as of February
13,2001, between Lessor and Lessee.
For purposes of this 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 Schedules
of Property and Rental Payments other than the Schedule of Property identified above. Any capitalized
term used but not defined herein has the meaning set forth in the Master Equipment Lease/Purchase
Agreement described above.
Pursuant to a Notice Letter dated July 26, 2002, BALCAP notified Lessee of its intent to transfer
all of its right, title and interest in, to and under the Lease to its affiliate, BAPIFF, on or before September
1, 2002. BAPIFF has or will have transferred all of its right, title and interest in, to and under the Lease
back to BALCAP prior to the sale and assignment thereof to Assignee.
1. Lessee acknowledges the sale and assignment by Assignor to Assignee of all of
Assignor's right, title and interest, as Lessor, in, to and under the Lease, including but not limited to all
Rental Payments and other amounts due under the Lease on or after February 6, 2003, all of its rights in
the Equipment financed under such Lease, and all proceeds of the foregoing.
2. Lessee acknowledges that except as provided in Sections 3.02 and 3.03 of the Lease and
subject to all terms and conditions of the Lease including but not limited to Section 4.03, 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, for any reason, including without limitation any failure of the Equipment,
after it has been accepted by Lessee, any defects, malfunctions, breakdowns or infirmities in the
equipment or any accident, condemnation or unforeseen circumstances.
3. The Lease remains in full force and effect, has not been amended and to the best of
Lessee's knowledge, 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.
3501.23/SunTrust/Clearwater/Acknow-F
4. Lessee agrees that, as of the date first written above, the following information about the
Lease is true, accurate and complete:
Number of Rental Payments remaining - 13
Amount of each Rental Payment - $44,533.20
Total Amount of Rents Remaining - $578,931.60
Frequency of Rental Payments - Quarterly
Next Rental Payment Due - February 13,2003
5. Lessee acknowledges that any inquiries of Lessee related to the Lease and any requests
for escrow disbursements, if applicable, should be directed as follows:
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
CMD 2424
Towson, Maryland 21204
ACKNOWLEDGED AND AGREED:
LESSEE:
'at
B
William B. Horne II
City Manager
Date:J ~Zq -03
ApPf!J~Torm
Pamela K. Akin
City Attorney
Date: I --- L C\ -0 ~
Date:
I (36) / 03
ASSIGNEE:
LESSOR & ASSIGNOR:
SUNTRUST LEASING CORPORATION
BANC OF AMERICA LEASING &
CAPITAL, LLC
By:
By:
Title:
Title:
Date:
Date:
350) .23/SunTrust/Clearwater/ Acknow-F
4. Lessee agrees that, as of the date fIrst written above, the following information about the
Lease is true, accurate and complete:
Number of Rental Payments remaining - 13
Amount of each Rental Payment - $44,533.20
Total Amount of Rents Remaining - $578,931.60
Frequency of Rental Payments - Quarterly
Next Rental Payment Due - February 13, 2003
5. Lessee acknowledges that any inquiries of Lessee related to the Lease and any requests
for escrow disburselllents, if applicable, should be directed as follows:
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
CMD 2424
Towson, Maryland 21204
ACKNOWLEDGED AND AGREED:
LESSEE:
CITY OF CLEARWATER, FLORIDA
Date:
Approved as to form:
Attest:
Pamela K. Akin
City Attorney
Cynthia E. Goudeau
City Clerk
Date:
Date:
ASSIGNEE:
LESSOR & ASSIGNOR:
By:
BANC OF AMERICA LEASING &
CAPITAL, LLC
By:
Title:
Title:
Date:
'.' Date:
350 1.23/SunTrust/Clearwater/ Acknow-F
4. Lessee agrees that, as of the date first written above, the following information about the
Lease is true, accurate and complete:
Number of Rental Payments remaining - 13
Amount of each Rental Payment - $44,533.20
Total Amount of Rents Remaining - $578,931.60
Frequency of Rental Payments - Quarterly
Next Rental Payment Due - February 13,2003
5. Lessee acknowledges that any inquiries of Lessee related to the Lease and any requests
for escrow disbursements, if applicable, should be directed as follows:
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
CMD 2424
Towson, Maryland 21204
ACKNOWLEDGED AND AGREED:
LESSEE:
CITY OF CLEARWATER, FLORIDA
By:
William B. Horne II
City Manager
Date:
Approved as to form:
Attest:
Pamela K. Akin
City Attorney
Cynthia E. Goudeau
City Clerk
Date:
Date:
ASSIGNEE:
LESSOR & ASSIGNOR:
SUNTRUST LEASING CORPORATION
By:
By:
Title:
Title: Princioal
Date:
Date: J::mI1:1ry 31, 2003
350 1.23/SunTrust/Clearwater/ Acknow-F