Memorandum Regarding Termination of 1991 Lease 2010-0351255v
Recording Requested By:
FIRST ST AMERICAN TITLE
National Commercial Services
Recorded, requested by and
when recorded return to:
City of Poway
c/o Richards, Watson & Gershon,
A Professional Corporation
355 South Grand Avenue, 401h Floor
Los Angeles, California 90071
Attention: Debbie Cho, Esq..
D 0 C # 2010-0351255
111111111111111111111111111111111111111111111111111111111111111
JUL 14, 2010 8:00 AM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
DAVID L. BUTLER. COUNTY RECORDER
FEES: 0.00
PAGES: 7
Exempt from Recording Fees Pursuant to Gov. C. § 6103
Exempt from DTT pursuant to Rev. & T.C. § 11922
1623
MEMORANDUM REGARDING TERMINATION OF 1991 LEASE
�y This MEMORANDUM REGARDING TERMINATION OF 1991 LEASE, dated
July 0O , 2010 (this "Memorandum "), is executed by the CITY OF POWAY, a inunicipal
corporation, duly organized and existing under the laws of the State of California (the "City "),
the POWAY REDEVELOPMENT AGENCY, a public body corporate and politic, duly
organized and existing under the laws of the State of California (the "Agency "), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association duly organized and existing under
and by virtue of the laws of the United States of America ( "U.S. Bank "), in the capacity
described in Paragraph "M" of the Recitals below.
RECITALS
A. The Certificates of Participation (City of Poway 1991 Capital
Improvement Projects — Poway Royal Mobilehome Park) (the "1991 COPS ") were executed and
delivered pursuant to a Trust Agreement, dated as of January 1, 1991 (the "1991 Trust
Agreement"), by and among the City, the Agency and Security Pacific National Bank, as trustee
(the "Original 1991 Trustee ").
B. .The 1991 COPS represented the undivided proportionate interest of the
owners thereof in the lease payments made by the City under a Lease Agreement, dated of
January 1, 1991 (the "1991 Lease "), by and between the City and the Agency, with respect to
certain real property described in the 1991 Lease (the "Property ").
C. The 1991 Lease was recorded at the offices of the San Diego County
Recorder's Office as Instrument No. 91- 0019016 of the Official Records.
D. In September 1995, the City and the Agency decided to cause the
defeasance of the 1991 COPS (and correspondingly, the prepayment of lease payments under the
1991 Lease) by depositing with the trustee an amount which, together with interest earnings
thereon, would be sufficient to prepay the principal and interest installments with respect to the
1991 COPs through July 1, 2001, and to redeem all of the remaining 1991 COPS on July 1, 2001.
11261.000sv240181
1624
E. By September 1995, Bank of America National Trust and Savings
Association ( "Bank of America ") had succeeded the Original 1991 Trustee, as the trustee under
the 1991 Trust Agreement.
F. To effect the defeasance of the 1991 COPS (and the prepayment of lease
payments under the 1991 Lease) as described above, the City, the Agency and Bank of America
(in its capacity as successor trustee under the 1991 Trust Agreement), entered into a 1991
Escrow Agreement, dated as of September 1, 1995 (the `.`1991 COPS Escrow Agreement").
G. Additionally, the City, the Agency and Bank of America executed a
Termination and Quitclaim, dated September 1, 1995 (the "1995 Termination and Quitclaim "),
documenting the following: (i) each of the Agency and Bank of America (in its capacity as
successor trustee under the 1991 Trust Agreement) released and quitclaimed all their respective
interests in and to the Property, including but not limited to any interest arising from the 1991
Trust Agreement and the 1.991 Lease, to the City, and (ii) the Agency quitclaimed and conveyed
its fee interest in the Property to the City.
H. The 1995 Termination and Quitclaim was recorded at the San Diego
County Recorder's Oftice as Instrument No. 1995- 0420703 of the Official Records
1. The 1995 Termination and Quitclaim further described the requirement for
the City to deposit money with Bank of America (in its capacity as the successor trustee under
the 1991 Trust Agreement) in a special fund to satisfy the City's lease payment obligations under
the 1991 Lease. Such deposit of money was accomplished through the establishment of an
escrow fund (the ".1991 COPS Escrow Fund ") pursuant to the 1991 COPS Escrow Agreement.
J. Section 3(d) of the 1991 COPS Escrow Agreement stated that, upon the
deposit of money in the 1991 COPS Escrow Fund and the simultaneous purchase of certain
securities pursuant to the 1991 COPS Escrow Agreement, the holders of 1991 COPS ceased to be
entitled to any lien, benefit or security wider the 1991 Trust Agreement and the 1991 Lease
Agreement.
K. Between September 1995 and the dated date of this Memorandum, a
portion of Bank of America's corporate trust business, including the trust and escrow accounts
relating to the certificates of participation executed and delivered by the City, have been
transferred to U.S. Bank through a succession of mergers, acquisitions and name changes (from
Bank of America, to First Trust of California, National Association, to U.S. Bank Trust National
Association and to U.S. Bank).
L. U.S. Bank has confirmed, through records available to it, that all of the
1991 COPS were paid or redeemed in 2001, as prescribed by the 1991 COPS Escrow Agreement.
M. In connection with the anticipated sale of the Property by the City to a
third party buyer, the City has requested that the Agency and U.S. Bank (in its capacity as
successor -in- interest to Bank of America with respect to the 1991 COPS Escrow Fund), execute
this Memorandum.
1 1261.0008V1240181
1625
NOW, THEREFORE, THE PARTIES HERETO ACKNOWLEDGE AND
AGREE AS FOLLOWS:
1. U.S. Bank (in its capacity as successor -in- interest to Bank of America
with respect to the 1991 COPS Escrow Fund), having reviewed records available to it, hereby
confirms that all of the moneys in the 1991 COPS Escrow Fund were disbursed pursuant to the
1991 COPS Escrow Agreement and all of the 1991 COPS were paid or redeemed as of July 2001.
2. The Agency hereby affirms its quitclaim and conveyance of title and
interest in the Property under the 1995 Termination and Quitclaim and further affirms as follows:
(A) all of the City's obligations to make lease payments under the 1991 Lease have been
fulfilled, and (B) the 1991 Lease has terminated in its entirety.
3. This Memorandum may be executed in counterparts, and all such executed
counterparts shall constitute the same instrument. It shall be necessary to account for only one
set of such counterparts in proving this Memorandum.
[This Space Intentionally Left Blank; Signatures on the Next Page]
I 1 261.00081240181
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum by
their authorized signatories as of the date first written above.
CITY OF POWAY
ByDon Higginson, Nrayor
ATTEST:
y
Clerk
POWAY REDEVELOPMENT AGENCY
By bk �j - --
Chairperson
APPROVED AS TO FORM:
By: *"� aZ�n4
Print Name: Bruce Ga Iowa
Richards, Walson & Gershon, City Special Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
11261.0008V1240181
Authorized OPticer
1626
1627
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum by
their authorized signatories as of the date first written above.
ATTEST:
In
City Clerk
CITY OF POWAY
C
Don Higginson, Mayor
POWAY REDEVELOPMENT AGENCY
E
Chairperson
APPROVED AS TO FORM:
By:
Print Name: Bruce Galloway
Richards, Watson & Gershon, City Special Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By 4j
Authorized Officer
11261.0008 \1240181
STATE OF CA IFORNIA }ss.
COUNTY OF }
On
a nota lie, personally appeared ►�{� %�%v� /�l��j�
who proved to me on the basis of satisfactory evidence to be the person(s- whose nam*1(9- xe
subscribed to the within instrument and acknowledged to me that �y executed the same in
l is hcxL� authorized capacity(jaE�, and that by >e AI4 Ieir signaturg5 on the instrument the
persou�or the entity upon behalf of which the person(sf 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
11261.0008V12401RI
M
Cammbaon r 1797070
Not0, Public - COWo"Vo
Son M"p County
t0y0Qnn®{iwp�l0.1W 1
1628
1629
STATE OF C LIFQ IA }ss.
COUNTY OF }
On beforree /m�e,,{/�
a notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the personjwhose nameZCj is/
subscribed to the within instrument and acknowledged to me that X /she/t>6* executed the same in
)S/her /tKr authorized capacit %, and that by fg/her /t} & signature-k"�n the instrument the
persorrKor the entity upon behalf of which the person 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. n '
Signature
11261.0008V124018t
LESLIE ERICSON
Caum ftWm s 173INI
Notary Public - CaSfords
Los Angeles County
My Comm. Expires May S, 2011