Jones Hall Draft of Aug. 21, 2023
RECORDING REQUESTED BY:
City of Alameda
AND WHEN RECORDED RETURN TO:
Jones Hall, A Professional Law Corporation
Attn: James A. Wawrzyniak, Jr., Esq.
475 Sansome Street, Suite 1700
San Francisco, California 94111
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this “ Agreement”), dated as of October 1 , 2023 , is between the CITY OF ALAMEDA FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “ Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
B A C K G R O U N D :
1. The City desires to finance the construction of an aquatic center, which will provide benefit to the City and its citizens.
2. To that end, the City is leasing certain real property and improvements thereon owned by the City, consisting of the City’s police department facility and its site located at 1555 Oak Street in the City (as described in Appendix A attached hereto, the “Leased Property”), to the Authority under a Site Lease, dated as of October 1, 2023, between the City and the Authority and recorded concurrently herewith, in consideration of the payment by the Authority of an upfront rental payment (the “Site Lease Payment”).
3. The Authority has authorized the issuance of its “City of Alameda Financing Authority 2023 Lease Revenue Bonds (Aquatic Center)” (the “Bonds”) under an Indenture of Trust dated as of October 1 , 2023 (the “ Indenture”) by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), for the purpose of providing the funds to enable the Authority to pay the Site L ease Payment to the City in accordance with this Site Lease.
4. In order to provide revenues to enable the Authority to pay debt service on the Bonds, the Authority is leasing the Leased Property back to the City under a Lease Agreement dated as -2-
of October 1, 2023 and recorded concurrently herewith (the “Lease”), under which the City has agreed to pay semiannual Lease Payments as the rental for the Leased Property thereunder.
5. The Authority has requested the Trustee to enter into this Agreement for the purpose of assigning certain of its rights under the Lease to the Trustee for the benefit of the Bond owners.
A G R E E M E N T :
In consideration of the material covenants contained in this Agreement, the parties hereto hereby formally covenant, agree and bind themselves as follows:
SECTION 1. Defined Terms. All capitalized terms not otherwise defined herein have the respective meanings given those terms in the Indenture.
SECTION 2. Assignment. The Authority hereby assigns to the Trustee, for the bene fit of the Owners of all Bonds that are issued and Outstanding under the Indenture, all of the Authority’s rights under the Lease (excepting only the Authority‘s rights under Sections 4.5, 5.10, 7.3 and 8.4 of the Lease), including but not limited to:
(a) the right to receive and collect all of the Lease Payments from the City under the Lease;
(b) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Leased Property, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Leased Property; and
(c) the right to exercise such rights and remedies conferred on the Authority under the Lease as may be necessary or convenient (i) to enforce payment of the Le ase Payments and any amounts required to be deposited in the Insurance and Condemnation Fund established under Section 5.07 of the Indenture, or (ii) otherwise to protect the interests of the Bond Owners in the event of a default by the City under the Lease.
The Trustee shall administer all of the rights assigned to it by the Authority under this Agreement in accordance with the provisions of the Indenture, for the benefit of the Owners of Bonds. The assignment made under this Section 2 is absolute and ir revocable, and without recourse to the Authority.
SECTION 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of securing the payments due under the Lease and Indenture to, and the rights under the Lease and Indenture of, the Owners of the Bonds, all subject to the provisions of the Indenture.
The recitals contained herein are those of the Authority and not of the Trustee, and the Trustee assumes no responsibility for the correctness thereof.
SECTION 4. Conditions. This Agreement confers no rights and imposes no duties upon the Trustee beyond those expressly provided in the Indenture. The assignment hereunder to the Trustee is solely in its capacity as Trustee under the Indenture.
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SECTION 5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all together constitute one and the same agreement. Separate counterparts of this Agreement may be separately executed by the Trustee and the Authority, both with the same force and effect as though the same counterpart had been executed by the Trustee and the Authority.
SECTION 6. Binding Effect. This Agreement inures to the benefit of and binds the Authority and the Trustee, and their respective successors and assigns, subject, however, to the limitations contained herein.
SECTION 7. Successor Trustee . In the event that a successor Trustee is appointed pursuant to Section 8.02 of the Indenture or otherwise, this Agreement shall inure to the benefit of such successor Trustee, and shall no longer inure to the benefit of the Trustee that has resigned or been removed or otherwise replaced.
SECTION 8. Governing Law. This Agreement is governed by the Constitution and laws of the State of California.
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IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their duly authorized officers as of the day and year first written above.
CITY OF ALAMEDA FINANCING AUTHORITY
By:
Jennifer Ott
General Manager
Attest:
Lara Weisiger
Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
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APPENDIX A
DESCRIPTION OF THE LEASED PROPERTY
The Leased Property consists of that certain real property situated in the State of California, County of Alameda, City of Alameda and described as follows: