Jones Hall Draft of Oct. 6, 2026
RECORDING REQUESTED BY:
City of Costa Mesa
AND WHEN RECORDED RETURN TO:
Jones Hall LLP
Attn: James A. Wawrzyniak, Jr.
4 West 4th Avenue, Suite 406
San Mateo, California 94402
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES UNDER SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this “Agreement”), dated for convenience as of November 1, 2026, is between the COSTA MESA FINANCING AUTHORITY, a joint exercise of powers authority 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”).
BACKGROUND:
1. The City desires to finance capital improvements to the City’s Fire Station No. 2, including temporary trailers, furniture, fixtures and equipment (collectively, the “Project”).
2. In order to provide financing for a portion of the costs of the Project, the City has agreed to lease the real property and facilities more particularly described in Appendix A attached hereto and by this reference incorporated herein, consisting of Fire Station No. 1, located at 1570 Adams Avenue in the City, and Fire Station No. 2, located at 800 Baker Street in the City (together, the “Leased Property”) to the Authority under a Site Lease dated as of November 1, 2026 which has been recorded concurrently herewith (the “Site Lease”), under which the Authority agrees to make an initial rental payment (the “Site Lease Payment”) which is sufficient to provide funds for such purposes.
3. The Authority has authorized the issuance of its Costa Mesa Financing Authority 2026 Lease Revenue Bonds in the aggregate principal amount of $__________ (the “Bonds”) under an Indenture of Trust dated as of November 1, 2026 (the “Indenture”), between the Authority and the Trustee, and under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”), for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with the Site Lease.
Attachment 8
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4. In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Bonds, the Authority has agreed to lease the Leased Property back to the City under the Lease Agreement dated as of November 1, 2026, which has been recorded concurrently herewith (the “Lease”), under which the City agrees 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.
AGREEMENT:
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 benefit of the Owners of all Bonds which are issued and Outstanding under the Indenture, all of the Authority’s rights under the Lease and the Site 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 or Site Lease as may be necessary or convenient (i) to enforce payment of the Lease Payments and any amounts required to be deposited in the Insurance and
Condemnation Fund established under Section 5.06 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 irrevocable, 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 -3-
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.
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. Governing Law. This Agreement is governed by the laws of the State of California.
[Remainder of page intentionally left blank. Signatures on next page.] [Signature Page to Assignment Agreement dated as of November 1, 2026] IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the day and year first written above.
COSTA MESA FINANCING AUTHORITY
By:
Cecilia Gallardo-Daly
Executive Director
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 City of Costa Mesa, County of Orange, State of California, which is more particularly described as follows: