Recording Requested By And
When Recorded Mail To:
Nixon Peabody LLP
300 South Grand Avenue, Suite 4100
Los Angeles, California 90071
Attention: Danny Kim, Esq.
(Space above for Recorder's Use)
This document is recorded for the benefit of the City of Placentia and the recording is fee -exempt under Section 6103 of the California Government Code and the recording is exempt under Section 27383 of the California Government Code and Section 11928 of the California Revenue and Taxation Code.
ASSIGNMENT AGREEMENT
by and between
PLACENTIA PUBLIC FINANCING AUTHORITY,
as Assignor
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee and Assignee
relating to the
Placentia Public Financing Authority
Lease Revenue Bonds (Public Safety Center Project) Series 2023A Dated as of August 1, 2023
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ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Assignment Agreement"), executed and entered into as of August 1, 2023, by and between the Placentia Public Financing Authority (the "Authority"), a joint powers authority duly organized and existing under and pursuant to California Government Code Sections 6500 et seq. and U.S. Bank Trust Company, National Association (the "Trustee"), a national banking association existing under and by virtue of the laws of the United States of America, as trustee under the Indenture (as hereinafter defined); WITNESSETH:
WHEREAS, the Authority and the City of Placentia (the "City") have executed and entered into the Lease Agreement (the "Lease Agreement"), dated as of August 1, 2023 (which is recorded concurrently herewith), pursuant to which the Authority has leased that certain real property, as more particularly described in the Lease Agreement (the "Leased Property") to the City, as described in Exhibit A attached hereto and incorporated herein; and WHEREAS, under and pursuant to the Lease Agreement, the City is obligated to make rental payments to the Authority for the lease of the Leased Property to it; and WHEREAS, the Authority desires to assign without recourse all its rights to receive the Base Rental Payments (as defined in the Lease Agreement) and certain other payments scheduled to be paid by the City under and pursuant to the Lease Agreement to the Trustee; and WHEREAS, in consideration of such assignment and the execution and entering into of an Indenture (the "Indenture"), dated as of August 1, 2023, among the Trustee, the City and the Authority, the Authority will issue its Lease Revenue Bonds (Public Safety Center Project) Series 2023A in the aggregate principal amount of $ ; and WHEREAS, 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;
NOW, THEREFORE, 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 unconditionally grant, transfer and assign to the Trustee without recourse (i) all its rights to receive the Base Rental Payments (as defined in the Lease Agreement) under and pursuant to the Lease Agreement, (ii) the right to take all actions under the Lease Agreement, (iii) the right of access more particularly described in the Lease Agreement, and (iv) any and all other rights and remedies of the Authority in the Lease Agreement as lessor thereunder; provided, that so long as no default in payment of Base Rental Payments under the Lease Agreement shall have occurred or be continuing, the Authority shall 2 4827-5389-2054.2
have and may exercise all rights of the Authority under the Lease Agreement other than the right to receive the Base Rental Payments.
SECTION 2. Acceptance. The Trustee hereby accepts the foregoing assignment for the benefit of the owners of the Bonds, as defined in the Indenture, subject to the conditions and terms of the Indenture, and all such Base Rental Payments shall be applied and all such rights so assigned shall be exercised by the Trustee as provided in the Indenture.
SECTION 3. Conditions. This Assignment Agreement shall confer no rights and shall impose no obligations upon the Trustee beyond those expressly provided in the Indenture.
SECTION 4. California Law. This Assignment Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.
SECTION 5. Severabilitv. If any agreement, condition, covenant or term hereof or any application hereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, all agreements, conditions, covenants and terms hereof and all applications thereof not held invalid, void or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.
SECTION 6. Execution in Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Assignment Agreement. [This space intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed and entered into this Assignment Agreement by their officers thereunto duly authorized as of the day and year first above written.
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PLACENTIA PUBLIC FINANCING
AUTHORITY
By:
Executive Director
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
EXHIBIT A
DESCRIPTION OF LEASED PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF PLACENTIA,
IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PRIOR TO ISSUANCE OF A CERTIFICATE OF OCCUPANCY PURSUANT TO THE
LEASE AGREEMENT
SUBSEQUENT TO ISSUANCE OF A CERTIFICATE OF OCCUPANCY PURSUANT TO
THE LEASE AGREEMENT
A-1
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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 )
) ss
COUNTY OF ORANGE )
On , 2023, before me, , Notary Public,
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(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 [SEAL]
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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 )
) ss
COUNTY OF ORANGE )
On , 2023, before me, , Notary Public,
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(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 [SEAL]
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