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HomeMy WebLinkAboutA4552A - BNY WESTERN TRUST FA FINANCE AUTHORITY ASSIGNMENT DOC N 2002-417685 000000 07/31/2002 TO BE RECORDED AND WHEN RECORDED RETURN TO: 00MKonf ormed Copy a0 Has not been compared with original City of Palm Springs Financing Authority Gary L Orso uitz Canyon Wa 0a county County Riverside 3200 E. Tah qy Assessor, County Clerk Recorder Palm Springs,CA 92262 Attn: Executive Director (Space Above This Line for Recorder's Office Use Only) THIS TRANSACTION IS EXEMPT TROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. BNY Western Trust/Finance Auth Assignment Agreement AGREEMENT#4552A FA25 R20390 7-17-02 ASSIGNMENT AGREEMENT _ RELATING TO $8,000,000 CITY OF PALM SPRINGS TAXABLE VARIABLE RATE DEMAND CERTIFICATES OF PARTICIPATION 2002 SERIES A Dated as of August 1, 2002 by and between CITY OF PALM SPRINGS FINANCING AUTHORITY and BNY WESTERN TRUST COMPANY, as Trustee i IRV#23080 v2 _1_ Execution Copy TABLE OF CONTENTS y Page No. Section 1. Definitions. Capitalized terms used in this Assignment Agreement shall have the meanings respectively ascribed to them in the Lease Agreement, unless the context clearly indicates otherwise......................................................................................4 Section 2. Assignment. The Authority, for good and valuable consideration, without recourse to the Authority, does hereby sell, assign and transfer to the Trustee, for the benefit of the Owners of Certificates, and the Bank under the Reimbursement Agreement, each and all of its rights (but none of its duties or obligations) under the Lease Agreement (excepting only its rights under Sections 4.7, 5.8, 7.3 and 9.4 of the Lease Agreement), and each and all of its rights (but none of its duties or obligations)under the Trust Agreement, including but not limited to, its right to receive and collect all of the Base Rental and Prepayments and all other amounts required to be deposited in the Base Rental Payment Fund from the City under the Lease Agreement and its right to exercise such rights and remedies conferred on the Authority under the Lease Agreement as may be necessary or convenient to enforce payment of the Base Rental and Prepayments and any other amounts required to be deposited in the Base Rental Payment Fund, the Reserve Fund or the Prepayment Fund established under the Trust Agreement when due or otherwise to protect its interests in the event of a default by the City, and all rights of entry in and upon the Property as provided in the Lease Agreement. This assignment is absolute and intended to be presently effective. The Base Rental shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement-4 Section 3. Acceptance. The Trustee hereby accepts such assignment for the purpose of securing such Base Rental and rights to the Owners of Certificates delivered pursuant to the Trust Agreement, and the Bank under the Reimbursement Agreement, and subject to the provisions of the Trust Agreement. ...........................................................................5 Section 4. Conditions. This Assignment Agreement will confer no rights nor impose any duties upon the Trustee beyond those expressly provided in the Trust Agreement. The Trustee does not warrant the accuracy of the recitals hereto........................................5 Section 5. Counterparts. This Assignment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.........................................................................5 EXHIBIT A -Description of Property IRV 423080 v2 -2- Execution Copy y ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT relating to City of Palm Springs Taxable Variable Rate Demand Certificates of Participation,2002 Series A is dated as of the 1st day of August, 2002,by and between CITY OF PALM SPRINGS FINANCING AUTHORITY, a joint powers authority duly organized and validly existing under the laws of the State of California ("the Authority") and BNY WESTERN TRUST COMPANY (the "Trustee'). RECITALS WHEREAS,the Authority and the City of Palm Springs (the"City")have entered into a Lease Agreement relating to City of Palm Springs Taxable Variable Rate Demand Certificates of Participation,2002 Series A, dated as of the date hereof(the "Lease Agreement'), whereby the Authority has agreed to lease to the City and the City has agreed to lease from the Authority certain real property and the public improvements thereon more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Facilities"); and WHEREAS,under the Lease Agreement, the Authority is required to deposit or cause to be deposited with the Trustee certain sums of money to be credited,held and applied in accordance with a Trust Agreement relating to the City of Palm Springs Taxable Variable Rate Demand Certificates of Participation,2002 Series A by and among the Trustee, the Authority and the City, dated as of the date hereof(the "Trust Agreement"); and S P, WHEREAS,for the purpose of obtaining the moneys required to be deposited with the Trustee,the Authority is willing to assign and transfer its rights and interests under the Lease Agreement to the Trustee for the benefit of the Owners of Certificates to be executed and delivered by the Trustee under the Trust Agreement,and for the benefit of the Bank under the terms of the Reimbursement Agreement, and in consideration of such assignment,the Trustee -Arill execute and deliver such Certificates to the purchaser or purchasers thereof,the proceeds of the sale of which are anticipated to be sufficient to provide the moneys required to be deposited by the Authority with the Trustee pursuant to the Lease Agreement; and WHEREAS,each of the parties has authority to enter into this Assignment Agreement and has taken all actions necessary to authorize its officers to enter into it; COVENANTS NOW, THEREFORE,for and in consideration of the premises and the covenants and conditions hereinafter contained,the parties agree as follows: Section 1. Definitions. Capitalized terms used in this Assignment Agreement shall have the meanings respectively ascribed to them in the Lease Agreement, unless the context clearly indicates otherwise. Section 2. Assignment. The Authority,for good and valuable consideration, without recourse to the Authority, does hereby sell, assign and transfer to the Trustee,for the IRV#23080 v2 -3- Execution Copy benefit of the Owners of Certificates, and the Bank under the Reimbursement Agreement, each and all of its rights (but none of its duties or obligations) under the Lease Agreement(excepting only its rights under Sections 4.7,5.8,7.3 and 9.4 of the Lease Agreement), and each and all of its rights (but none of its duties or obligations) under the Trust Agreement,including but not limited to,its right to receive and collect all of the Base Rental and Prepayments and all other amounts required to be deposited in the Base Rental Payment Fund from the City under the Lease Agreement and its right to exercise such rights and remedies conferred on the Authority under the Lease Agreement as may be necessary or convenient to enforce payment of the Base Rental and Prepayments and any other amounts required to be deposited in the Base Rental Payment Fund, the Reserve Fund or the Prepayment Fund established under the Trust Agreement when due or otherwise to protect its interests in the event of a default by the City, and all rights of entry in and upon the Property as provided in the Lease Agreement. This assignment is absolute and intended to be presently effective. The Base Rental shall be applied and the rights so assigned shall be exercised by the Trustee as provided in the Trust Agreement. Section 3. Acceptance. The Trustee hereby accepts such assignment for the purpose of securing such Base Rental and rights to the Owners of Certificates delivered pursuant to the Trust Agreement, and the Bank under the Reimbursement Agreement, and subject to the provisions of the Trust Agreement. Section 4. Conditions. This Assignment Agreement will confer no rights nor impose any duties upon the Trustee beyond those expressly provided in the Trust Agreement. The Trustee does not warrant the accuracy of the recitals hereto. Section 5. Counterparts. This Assignment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 0 IRV#23080v2 -4- Execution Copy EXHIBIT A DESCRIPTION OF PROPERTY Parcel 1: All that portion of Parcel 1 of Parcel Map No. 13574 as recorded in Parcel Map Book 73 at page 52, records of Riverside County, California and all of Lots 17 and 18 and a portion of Lot 19 of Block 28 of Palm Springs Townsite as recorded in Map Book 9 at page 423, records of San Diego County,California, described as follows: Commencing at the southeast corner of said Parcel 1, thence north 00e-05'-38" west along the east line of said Parcel 1 and the east line of said Lots 17, 18 and 19 a distance of 325.06 feet; thence south 89°-5248" west a distance of 82.71 feet, Thence north 00°-05-27" west a distance of 25.01 feet to the north line of said Lot 19; Thence south 891-52-48" west along said north line a distance of 62.62 feet to the northwest corner of said Lot 19; Thence south 001-05'-27" along the west line of said Lots 19, 18, 17 and portion of the westerly line of said Parcel 1 a distance of 350.06 feet to the south line of said Parcel 1; Thence north 891-53'-07" east along said south line a distance of 145.35 feet to the point of begiraung. Subject to all easements and rights of way of record if any. Parcel 2: The easterly 90.5 feet of Lots 23 and 24 in Block 28 of Palm Springs, in the City of Palm Springs, as per Map recorded in book 9, page(s) 432 of Maps,in the office of the County Recorder of San Diego County,California. Parcel 3: The northerly 5 feet of the easterly 90.5 feet of Lot 22 in Block 28 of Palm Springs, in the City of Palm Springs, as per Map recorded in book 9, page(s) 432 of maps, in the office of the County Recorder of San Diego County,California. Parcel 4: The northerly 5 feet of Lot 20 and all of Lots 21 and 22, except from Lot 22 the northerly 5 feet thereof, in Block 28 of Palm Springs, in the City of Palm Springs, County of Riverside, State of California, as per Map recorded in book 9, page(s)s 432 of Maps, in the office of the County Recorder of San Diego County,California. IRV#23080 v2 A-1 Execution Copy STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On - 2002, before me, b b personally appeared �lczrrx�7J7 Ze personally known to me to be the person whose name(@ isl5rm)subscribed to the within instrument and acknowledged to me that he/ h the xecuted the same in his/he eir authorized capacibkes and that by his/he theirsignatura&on the instrument the person(, or the entity upon behalf of which the person(acted,executed the instrument. WITNESS my hand and official seal ' ELAINE L.WEDEKIND COMM.#1 3 206984 (7 '� NOTARY pUGLIG20698 Signature of Notary RiVER510E COUNTY n �+ ronM COMM,EXP.FEB.3,2003 -` [SEAL] IRV 823080 V2 -6- Exe tion Copy CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State of 6!:� County of /'/ On 7 � YL1(Z before me, �/FP '�/ ✓�aJvG - iCT / �iC , GATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,N TARY PUBLIC" personally appeared �/i �—) �PJAME(S)OF SIGNER(S) Elpersonally known to me - OR �oved to me on the basis of satisfactory evidence to be the personkwhose names/A- e subscribed to the within instrument and ac- knowledged to me that>@tshe/tjeq'_executed the same in Flier/their authorized yALIR Df)MINAUE2 capacity(_ and that by _+sWher/tom Comm, OM11n E. signature(,Kon the instrument the person( vI NOTARY PUBLIC-CALIFORNIA N or the entity upon behalf of which the los Angabs County My CaWIM Expires May 18,2004 'a person((acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TInE(s) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTrrY(IES) SIGNER(S) OTHER THAN NAMED ABOVE ©1993 NATIONAL NOTARY ASSOCIATION-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91 30 9-71 84 IN WITNESS WHEREOF,the parties have executed this Assignment Agreement relating to City of Palm Springs Taxable Variable Rate Demand Certificates of Participation, 2002 Series A by their officers thereunto duly authorized as of the day and year first written above. CITY OF PALM SPRINGS FINANCING AUTHORITY By: Treasurer Secretary BNY WESTERN TRUST COMPANY as Trustee 1 By: �a Its: Authorized Officer -5- IRV#23080 v2 y IN WITNESS WHEREOF, the parties have executed this Assignment Agreement relating to City of Palm. Springs Taxable Variable Rate Demand Certificates of Participation, 2002 Series A by their officers thereunto duly authorized as of the day and year first written above. CITY OF PALM SPRINGS FINANCING AUTHORITY By: Treasurer ATTEST: Secretary BNY WESTERN TRUST COMPANY as Trustee 1 By: Its:W&thbrizedor r =5- IRV#23 08 0 v2