4862-1900-0242.3
RECORDING REQUESTED BY:
Gonzales Public Financing Authority
AND WHEN RECORDED RETURN TO:
Kutak Rock LLP
5 Park Plaza, Suite 1500
Irvine, California 92614
Attention: Cyrus Torabi, Esq.
[Space above for Recorder’s use.]
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF
THE CALIFORNIA GOVERNMENT CODE BECAUSE THE ASSIGNOR IS A GOVERNMENTAL AGENCY.
LEASE TERM LESS THAN 35 YEARS.
ASSIGNMENT AGREEMENT
4862-1900-0242.3
RECORDING REQUESTED BY:
Gonzales Public Financing Authority
AND WHEN RECORDED RETURN TO:
Kutak Rock LLP
5 Park Plaza, Suite 1500
Irvine, California 92614
Attention: Cyrus Torabi, Esq.
THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11921 OF THE CALIFORNIA REVENUE AND TAXATION CODE.
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF
THE CALIFORNIA GOVERNMENT CODE BECAUSE THE ASSIGNOR IS A GOVERNMENTAL AGENCY.
LEASE TERM LESS THAN 35 YEARS.
ASSIGNMENT AGREEMENT
by and between
GONZALES PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of May 1, 2024
Relating to
$_____
GONZALES PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2024A
1 4862-1900-0242.3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is executed and entered into as of May 1, 2024, by and between the GONZALES PUBLIC FINANCING AUTHORITY, a joint exercise of powers entity that is organized and existing under and by virtue of the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association that is organized and existing under the laws of the United States, as Trustee (the “Trustee”).
RECITALS
A. The Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery by the Authority of the “Gonzales Public Financing Authority Lease Revenue Bonds, Series 2024A” (the “Bonds”) for the purpose of financing certain capital improvements of the City, consisting primarily of a community center (the “2024 Project”), which Bonds will be payable from certain base rental payments (the “Base Rental Payments”) to be made by the City under the below-defined Lease Agreement.
B. In connection with the foregoing, the City will lease certain real property of the City and the improvements located thereon, consisting of the 2024 Project and the associated land located at 620-630 Fifth Street, Gonzales, California 93926) (collectively, the “Property”), to the Authority pursuant to a Ground Lease, dated as of the date hereof (the “Ground Lease”) and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”), by and between the City and the Authority.
C. The Property is more particularly described in Exhibit A hereto.
D. The City and the Authority have determined that it would be in the best interests of the City and the Authority to provide for the issuance of the Bonds pursuant to an Indenture, dated as of the date hereof (the “Indenture”), by and among the Authority, the City the Trustee.
E. The Authority desires to assign to the Trustee without recourse all rights to receive the Base Rental Payments pursuant to this Assignment Agreement.
F. All acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Assignment Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Assignment Agreement;
In consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:
Section 1. Assignment. The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Trustee, irrevocably and absolutely, without recourse, for the benefit of the owners of the Bonds, all of its right, title and interest in and to the Ground Lease and the Lease Agreement including, without limitation, its right to receive the Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided, however, that the Authority shall retain its obligations under the Lease Agreement and Ground Lease, 2 4862-1900-0242.3
its rights to indemnification, its rights to give approvals and consents under the Lease Agreement and the Ground Lease and its rights to payment or reimbursement of its reasonable costs and expenses under the Lease Agreement.
Section 2. Acceptance. The Trustee hereby accepts the foregoing assignment, subject to the terms and provisions of the Indenture, and all such Base Rental Payments shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Lease Agreement and the Indenture.
Section 3. Conditions. This Assignment Agreement shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture. The Trustee shall have the same rights, protections, immunities and indemnities hereunder as afforded to it under the Indenture.
Section 4. Further Assurances. The Authority shall make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Trustee, for the benefit of the owners of the Bonds, the rights intended to be conveyed pursuant hereto.
Section 5. Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE
GOVERNED EXCLUSIVELY BY THE PROVISIONS HEREOF AND BY THE LAWS OF THE STATE OF CALIFORNIA AS THE SAME FROM TIME TO TIME EXIST.
Section 6. Execution. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Assignment Agreement.
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4862-1900-0242.3
IN WITNESS WHEREOF, the Authority and the Trustee have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above-written.
GONZALES PUBLIC FINANCING AUTHORITY
By:
Jose L. Rios, President
ATTEST:
Mary Villegas, Deputy Secretary
[SIGNATURES CONTINUED ON NEXT PAGE.]
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4862-1900-0242.3
[SIGNATURE PAGE CONTINUED.]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
4862-1900-0242.3
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF MONTEREY
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
4862-1900-0242.3
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ______
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
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4862-1900-0242.3
EXHIBIT A
DESCRIPTION OF THE PROPERTY
The Land referred to herein below is situated in the City of Gonzales, County of Monterey, State of California, and is described as follows:
SITUATE WITHIN THE RANCHO RINCON DE LA PUNTA DEL MONTE, CITY OF GONZALES, MONTEREY COUNTY, STATE OF CALIFORNIA, BEING THE 3.690 ACRE TRACT SHOWN ON THE MAP RECORDED IN VOLUME 4 OF SURVEYS, PAGE 101, BEING DESCRIBED IN THE GRANT DEED FROM THE SUCCESSOR
AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF GONZALES TO THE CITY OF GONZALES RECORDED ON SEPTEMBER 23, 2022 IN DOCUMENT NUMBER 2022039297 TOGETHER WITH THE
PORTION OF THE TRACT THAT WAS QUITCLAIMED TO THE CITY OF GONZALES DESCRIBED IN THE
QUIT CLAIM DEED FROM THE HOUSING AUTHORITY OF MONTEREY COUNTY TO CITY OF GONZALES RECORDED ON SEPTEMBER 23, 2022 IN DOCUMENT NUMBER 2022039298, OFFICIAL RECORDS OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF THE SAID 3.690 ACRE TRACT, BEING THE
SOUTHEASTERLY LINE OF FIFTH STREET, COMMONLY CALLED JOHNSON CANYON ROAD, AND RUNNING THENCE ALONG THE BOUNDARY OF SAID TRACT:
1) SOUTH 44° 19' 30" EAST, 608.66 FEET; THENCE
2) SOUTH 45° 41' WEST, 260.0 FEET; THENCE
3) NORTH 44° 19' 30" WEST, 627.5 FEET; THENCE
4) NORTH 49° 49' 40" EAST, 260.68 FEET TO THE PLACE OF BEGINNING.
THIS LEGAL DESCRIPTION IS MADE PURSUANT TO THAT CERTAIN CERTIFICATE APPROVING A LOT LINE ADJUSTMENT NO. 2024-01, RECORDED MARCH 01, 2024 AS INSTRUMENT NO. 2024007299 OF OFFICIAL RECORDS.
For conveyancing purposes only: APN 020-121-005-000