Assignment Agreement 1997-0017584RECORDED REp�7ST OF `FILET A': MTWj3 TITLE
• C0'w hFRGIkT /Il?DITSit�IhL D£PAR` v1E4T
RECORDING REQUESTED'BY
AND WHEN`RECORDED MAIL TO:
STRADLING, YOCCA, CARLSON & RAUTH
,660 Newport Center-Drive, Suite 1600
Newport Beach, California 92660
Attention: Denise E. Hering; Esq.
VC # 1997 = 8417584
14- JAN -1997 01 =00 PM
'316 OFFICIAL RECORDS
SAN DIEGOGOUHTY RECORDER'S OFFICE
_ GREGORY SMITH, COUNTY RECORDER
FEES: 0.00
[Space above for Recorder's use
This document is recorded for the benefit of
the Poway Redevelopment Agency, and the
recording is fee - exempt under Section 27383
of the Government Code.
ASSIGNMENT AGREEMENT
by and between
POWAY REDEVELOPMENT AGENCY
and
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION,
as Trustee
Dated as of December'.1, 1996
Relating to
$4,375;000
1996 CERTIFICATES OF.PARTICIPATION
(SHERIFF SUBSTATION PROJECT)
317
ASSIGNMENT AGREEMENT
This Assignment Agreement, :dated as of December 1, 1996 (this "Assignment
Agreement "), is made and entered into by and between the Poway, :Redevelopment Agency, a
political subdivision of,th6 StaWof California organized and existing under the laws of the State
of "California (the "Agency "j; as assignor, and First Trust,of California; National Association, a
national banking association organized and existing under the laws of the United States, as trustee
(the "Trustee "), as assignee ;;
WITNESSETH:
In the, joint and, mutual exercise of their powers, in. consideration of the mutual covenants
herein contained; and for other valuable consideration, the parties hereto recite and agree as
follows:
SECTION 1. Recitals..
(a) The terms.capitalized in this Assignment Agreement,shall,have.the.
meanings ascribed to them in Section 101 of the Trust Agreement, dated as of December 1,
1996, by and among the City ofPoway (the "City"), the Trustee and the Agency (the "Trust
Agreement ").
(b) The Agency and the City have entered into a,certain,Lease Agreement,
dated as..of'December 1, 1996 (the ?Lease Agreement "), whereby the Agency has leased to the
City, and the City has leased from;the Agency, the site identified in Exhibit A hereto, including
the reaPproperty described therein and the improvement on such real property (the "Site ").
(c) The City, -the Agency and the County of San Diego .(the "County") have
entered into a certain Sublease�Agreement dated as of December; 10, 1996 (the "Sublease
Agreement "), whereby the City has subleased to the County, and the'County has subleased from
the City, the Site.
(d) Pursuant to` the Lease. Agreement th e City, is obligated to pay certain Lease
Payments, which may be satisfied by County payments, if any, to the extent paid'to the City
under the Sublease Agreement. For the purpose of obtaining the moneys required to be
deposited, by it :with the Trustee pursuant to the Lease Agreement, the Agency is willing to
absolutely rdssign and transfer all of its rights, title and interest in and to the Lease Agreement,
including without limitationJis right to receive payments under the Sublease Agreement, to the
TrusteeJor the benefit of the Owners' of the Certificates and the Owners of, any Additional
Certificates'to be executed and delivered under the Trust Agreement. In consideration of such
assignment, the - Trustee is delivering the Certificates and will deliver any Additional. Certificates
to the original purchasers thereof in accordance with the provisions of-the Trust. Agreement. The
proceeds from the sale:of the : Certificates (and the proceeds from the sale of Additional
Certificates; if any) will, be- deposited by the Trustee on behalf'of the Agency in the various funds
and accounts created pursuant.to the Trust Agreement and any supplement thereto.
PusL:42286_41138122468. 10
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. (e) Each of the parties has authority to enter into this Assignment Agreement,
and,has taken all actions necessary, to authorize its officers1to execute and deliver this Assignment
Agreement on' its respectiver;behalf.
SECTION 2. Assignment.
The Agency, for consideration; received, does hereby absolutely and irrevocably grant,
sell, assign and transfer to the Trustee, for the benefit of the:Ownersof.the Certificates and the
Owners of any Additional Certificates executed and delivered under the Trust Agreement, all of
its right, title and interest (but none of its duties or obligations) in.and to the Lease Agreement
(other than _its rights to; indemnification and payment or reimbursement of its reasonable costs. or
expenses thereunder), including, without limitation, its right to receive Lease Payments from the
City under the Lease Agreement, which Lease Payment shall include all payments under the
Sublease Agreement; its right to receive proceeds of condemnation of, and insurance on, the Site;
and its right to enforce payment of such Lease Payments when-due; and otherwise to protect its
interests and enforce its rights under the Lease Agreement in the event of a default by the City.
The Lease Payments and other amounts derived from the Site shall be applied, and the rights.so
assigned shall be exercised, by the,Trustee as provided in the Trust Agreement. The assignment
provided for in this Section ,2 shall',grantin favor of the Trustee all of the Agency's right, title
and interest in and to the Lease Agreement (other than its rights to indemnification and payment
or reimbursement for its costs or expenses thereunder) and all of its interest in the Site.
SECTION 3. Acceptance.
The Trustee hereby accepts °the assignment made herein for the benefit of the;Certificate
Owners and the Owners of any Additional Certificates, subject to the provisions of the Trust
Agreement.
SECTION 4. Consent of Agency to Delivery of Certificates and Additional Certificates.
The Agency does hembyconsent to the execution and delivery of the Certificates (and
Additional Certificates, if any shall ever be executed and delivered),by the Trustee, the receipt of
payment by the Trustee for the Certificates and any Additional Certificates when the same shall
be sold to the original purchaser or purchasers thereof and the transfer and deposit of such
proceeds by the Trustee into the funds and accounts created by the Trust Agreement, or any
supplement thereto, all in accordance with the terms of the Trust Agreement.
SECTIONS. Further Assurances.
The Agency will 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 better assuring "and
confirming4o the Owners of the Certificates and the Owners of any Additional, Certificates the
rights and benefits intended' to be conveyed pursuant hereto..
PURL: 42286_41138122468. 10
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SECTION 6:, Amendments.
319
The terms of this Assignment Agreement shall not be waived, altered, modified,
supplemented or^arnended in any manner whatsoever' except.by written: instrument signed by the
Agency' and the Trustee, in accordance with Article VII of the Trust Agreement, with *the prior
written consent of the City and.the,.Bond Insurer and subsequent notice thereof to the Rating
Agency.
SECTION 7. Apnlicable'Law.
This Assignment Agreement -shall be governed by and construed in accordance with the
laws of the'State:
SECTION 8. Conditions.
This, Assignment Agreement shall impose no obligations„upomthe Trustee beyond those
expressly provided in the Trust; Agreement. The Trustee does not warrant, the accuracy of the
recitals hereto.
SECTION 9. Partial Invalidity.
If any one or more of the- terms, provisions, covenants or conditions of this Assignment
Agreement shall to any extent be declared invalid, unenforceable, void, or voidable for any reason
whatsoever bya court of compeferit,jurisdiction, the finding or order or decree,of which.becomes
final, none,of the remaining terms,., provisions, covenants and'.conditions of this Assignment
Agreement shall be affected thereby, and each provision of this' Assignment Agreemenushall be
valid and enforceable to the1ullest extent permitted by law.
SECTION 10. Notices.
Notice shall also be.given to the Rating Agency at the,_address(es) then in effect for the
Rating Agency pursuant,to Section 908 of the Trust Agreement. All notices or other
communications hereunder shall bean writing and shall be sufficiently given and shall be deemed
given when delivered or mailed, by certified mail, postage prepaid, to the parties at their
respective places of business; as follows:
If to:the City: City of Poway
13325 Civic Center Drive
Poway, California 92064
Attention: City Manager
If to the.Agency: Poway' Redevelopment Agency
13325 Civic Center Drive
Poway, California 92064
Attention: Executive Director
PUSL:42286 4138122468.10
0
320
If to the Bond Insurer: MBIA Insurance Corporation
113 King Street
Armonk, New York
Attention: Investment' Portfolio Management. Department
Re: Policy Number 22.835
If'to the Trustee: First Trust of California, National Association
550 South Hope Street, Sth. :Floor
Los Angeles, California 90071
Attention: Corporate Trust
The Agency,, the City and the Trustee, by notice given hereunder, may designate different
addresses to which subsequent ,notices or other communications will be.sent.
SECTION 11. ,motions.
The.captions or headings -in this Assignment Agreement, are for convenieuMonly and in
no way define, limit or describe'the scope or intent of any provision or, section of this
Assignment Agreement.
SECTION 12. 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 together shall, constitute but one and the same
instrument.
SECTION 13. Bindine Effect.
This Assignment, Agreement shall inure to the benefit of and shall be binding upon the
Agency and the Trustee and their respective successors and assigns.
ruaL:42286_4� 13822468. IO 4
0
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IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their
officers thereunto duly authorized as of the day and year =first written above.
ATTEST:
Secret) ry
POWAY REDEVELOPMENT AGENCY
By. ` 1
Its: Chairperson
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION, as Trustee
Bv:
Its: Authorized Officer
Pu8LA228641 138 122468. 10 5
0
3,22
IN WITNESS WHEREOF, the parties have executed this Assignment, Agreement by their
officers thereunto, duly authorized:_as of the day and year first written above.
ATTEST:
Secretary
PUBL:42286_4 }.138122468.10
POWAY REDEVELOPMENT AGENCY
By:
Its:
Chairperson
FIRST TRUST OF CALIFORNIA,. NATIONAL
ASSOCIATION, as Trustee
B
Its: Authorized Officer
0 0 323
State of California j
) ss.
County of San Diego )
On January /0 1997, before me, (/,'�%%%R r��.�C,o
(name, title of officer, —e.g. IJane Doe otary Public ")
personally appeared
personally known tome —OR
❑ proved to me on.the basis of satisfactory evidence
to be the person whose name( is* subscribed to the within instrument and acknowledged to
me that hetshe4hay executed the same in hi-- "a,,,c„! eir authorized capacity` i and that by
histfterttheir signatur8(Q on the instrument the persorl(i�, or the entity upon behalf of which persoh(s`
acted, executed the instrument.
ss my $fficial s I.
:. Cosa.Cstatvaat
i ! •'® Notary Prtb6e — CaOfamlo
•.. SAN DICGO CWNIV
� My Comm. Egtkee SEP P I:1 W9
Capacity claimed by signer:
❑
Individual
❑
Corporate Officer(s):
❑
Partner(s):
❑ General ❑
Cl
Attorney -in -fact
•
Trustee(s)
•
Guardian /Conservator
•
Other:
Limited
Ui�CGG4%L %%c+.� -10
(Signature (Notary)
(Ais section is OP770NAL.)
Signer is representing:
,name o persons or entity res
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO'THE DOCUMENT
DESCRIBED AT RIGHT:
PUaL:42286_41 138122468.10
Title or Type of Document Assignment Agreement
Number of Pages Date of Document
Signer(s) Other than Named Above
0
State of California )
) ss.
County of San Diego )
0
324
On January —&—, 1997, before me,
(name, title of officer/.g., n� a Doe, tary Public "J J
personally appeared n �
/nnmeLc I. of .ci onnrLc / I
personally known to me —OR—
proved to me on the basis of satisfactory evidence
to be the person whose nameN islare` subscribed to the within instrument and acknowledged to
me that he,/sheldwv executed . the same in )ris(her /lr authorized capacity�ies, and that by
his/her /$red signatureN�on the instrument the person or the entity upon behalf of which person
acted, executed the instrument.
s myy nana and otticiallseal.
MAC i6 It
COMM.if10J92S1
Z QPMV Wotay Role — CaUfemla
Z &W DIEGO COUNTY
Comm. F�Yee SEP 21,199e
Capacity claimed by signer:
• Individual
• Corporate Officer(s):
• Partner(s):
El General o
• Attorney -in -fact
• Trustee(s)
• Guardian /Conservator
• Other:
Limited
(Signature-of Notary)
Signer is representing:
(name of persons or enaty ies
(77tis section is OP77ONAL.)
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
rueL:42286_41138122468.10
Title or Type of Document Assignment Agreement
Number of Pages Date of Document
Signer(s) Other than Named Above.
0
State of California
County of Los Angeles
ss.
On January _ 6 , 1997, before me, U
personally appeared
0
e.g.,
325
–.0( personally known to me —OR-
0 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 person(s)
acted, executed the instrument.
` `r 1 ` ° !' (Signature of Notary)
Capacity claimed by signer: (7his section is OP77ONAL.)
13 Individual
• Corporate Officer(s):
• Partner(s):
0 General 11 Limited
• Attorney -in -fact
• Trustee(s)
• Guardian/Conservator
• Other:
Signer is representing:
name o persons or entity acs
Attention Notary: Although the information requested below is OPTIONAL, it could prevent
fraudulent attachment of this certificate to an unauthorized document.
THIS CERTIFICATE
MUST BE ATTACHED
TO THE DOCUMENT
DESCRIBED AT RIGHT:
PUBLA22864 � 138122468.10
Title or Type of Document Assignment Agreement
Number of Pages Date of Document
Signer(s) Other than Named Above
.,
a •
CONSENT
The, City of Poway hereby consents to the foregoing assignment to the Trustee.
ATTEST:
City Clerk
PUBL :42286_41138122468. 10
CITY OF POWAY, as Lessee
By�`
Its: Mayors
326
O •
327
EXHIBIT A
LEGAL DESCRIPTION'OF THE SITE
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 9105; IN THE CITY OF POWAY,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP
THEREOF FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO
COUNTY, ON AUGUST 30, 1979 AS FILE NO. 79- 366067 OF OFFICIAL RECORDS,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 1 OF PARCEL MAP
NO. 9105, BEING ALSO A POINT IN THE WESTERLY RIGHT -OF -WAY LINE OF
BOWRON ROAD AS SAID ROAD IS SHOWN BY SAID PARCEL MAP; THENCE ALONG
THE EASTERLY LINE-OF SAID PARCEL 1, NORTH 01-22'07" EAST, 198.01 FEET;
THENCE LEAVING SAID EASTERLY LINE, NORTH 89 008'30" WEST, 202.01 FEET;
THENCE NORTH 01022'07" EAST, 27.00 FEET; THENCE NORTH 89 008'30" WEST,
170.01 FEET; THENCE NORTH 01 122'07" EAST 23.00 FEET; THENCE NORTH 89 °08'30"
WEST, 10.00 FEET; THENCE SOUTH 43 °44'55" WEST, 68.24 FEET; THENCE NORTH
89 008'30" WEST, 15.00 FEET; THENCE SOUTH 01'22'07" WEST, 198.01 FEET TO THE
SOUTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID SOUTHERLY LINE,
SOUTH 89 008'30" EAST, 443.02 FEET TO THE POINT OF BEGINNING.
PusL:42286_41138122468: 10 EXHIBIT A -]