Quint & Thimmig LLP 08/04/17 08/17/17 08/29/17 FINAL 09/26/17 AFTER RECORDATION RETURN TO: Quint & Thimmig LLP 900 Larkspur Landing Circle, Suite 270 Larkspur, California 94939-1726 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. MEMORANDUM OF ASSIGNMENT OF LEASE THIS MEMORANDUM OF ASSIGNMENT OF LEASE (this Memorandum ), made and entered into as of October 1, 2017, is by and between the YOUNTVILLE FINANCE AUTHORITY, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California (the Authority ), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under and by virtue of the laws of the United States of America, as trustee (the Trustee ); 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 Authority and the Town of Yountville (the Town ) have entered into that certain Lease Agreement, dated as of October 1, 2017 (the Lease Agreement ), evidenced by a memorandum recorded concurrently herewith, under which the Authority has leased to the Town certain parcels of real property situated in Napa County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (collectively, the Site ), certain existing facilities on the Site, more particularly described in Exhibit B attached hereto and made a part hereof (the Facility and, with the Site, the Property ). (b) Under the Lease Agreement, the Authority has agreed to lease the Property to the Town in the manner and on the terms set forth therein, which terms include, without limitation, the obligation of the Town to pay Lease Payments (as defined in the Lease Agreement) to the Authority, as the rental for the lease of the Property. (c) Under the Lease Agreement and under an Indenture of Trust, dated as of October 1, 2017, by and between the Authority and the Trustee (the Indenture ), the Authority is re- 25008.02
quired to cause to be deposited certain sums of money to be credited, held and applied in accordance therewith. (d) For the purpose of obtaining such moneys, the Authority has assigned and transferred to the Trustee, under the Indenture, certain of its rights under the Lease Agreement for the purpose of securing the bonds of the Authority designated the Yountville Finance Authority (Napa County, California) Lease Revenue Refunding Bonds, Series 2017, issued under the Indenture in the aggregate principal amount of $8,500,000 (the Bonds ). (e) The Authority has requested the Trustee to enter into this Memorandum for the purpose of memorializing such assignment of record. Section 2. Assignment. The Authority has transferred, assigned and set over to the Trustee, pursuant to the terms of the Indenture, and does hereby assign to the Trustee, for the benefit of the Owners of Bonds, (a) all of the rights of the Authority in the Lease Agreement (other than the rights of the Authority under Sections 4.7, 7.3 and 9.5 thereof and other than its rights to give approvals and consents thereunder), including but not limited to the right to receive and collect all of the Lease Payments (including prepayments thereof) from the Town under the Lease Agreement, and the right to exercise such rights and remedies conferred on the Authority pursuant to the Lease Agreement as may be necessary or convenient to enforce payment of the Lease Payments and prepayments thereof, and (b) all of the rights of the Authority in the Site and Facility Lease (other than its rights to give approvals and consents thereunder). All rights assigned by the Authority shall be administered by the Trustee in accordance with the provisions of the Indenture and for the benefit of the owners of the Bonds. Section 3. Acceptance. The Trustee hereby accepts the assignments made herein for the purpose of providing for the payments due pursuant to the Indenture to, and the rights under the Lease Agreement and Indenture of, the owners of the Bonds delivered pursuant to the Indenture, all subject to the provisions of the Indenture. Section 4. Conditions. This Memorandum shall confer no obligations or impose no duties upon the Trustee beyond those expressly provided for in the Indenture. Section 5. Counterpart Signatures. This Memorandum may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. -2-
Section 6. Governing Law. This Memorandum shall be governed by the laws of the State of California. IN WITNESS WHEREOF, the parties have executed this Memorandum by their officers thereunto duly authorized as of the day and year first written above. YOUNTVILLE FINANCE AUTHORITY Attest: By Steven Rogers Administrator Michelle Dahme, CMC Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By Gonzalo Urey Vice President -3-
NOTARY ACKNOWLEDGMENT FORMS TO BE ATTACHED
EXHIBIT A DESCRIPTION OF THE SITE Real property in the Town of Yountville, County of Napa, State of California, described as follows: All that land as described as Exhibit B on that certain instrument entitled Certificate of Voluntary Lot Merger dated November 09, 2009 and recorded on November 13, 2009 as Instrument No. 2009-0029936, of Official Records, more particularly described as follows: Commencing at the Southeast corner of the tract of land described in the Grant Deed to the City of Yountville recorded March 6, 1970 in Book 824 of Official Records at Page 422, Napa County Records; said Southeast corner being on the Northwestern line of Mulberry Street as shown on Map No. 4512 entitled "Record of Survey of the Lands of the City of Yountville, a Municipal Corporation", recorded October 9, 1991 in Book 28 of Surveys at Page 24, said Napa County Records; thence South 58 21'45" West along said Northwestern line 318.46 feet; thence along a curve to the right having a radius of 20.00 feet through a central angle of 92 08'15" an arc distance of 32.16 feet to the Northeastern line of Yount Street; thence North 29 30'00" West along said Northeastern line 309.51 feet to the Northwest corner of the tract of land described in the Grant Deed to the City of Yountville recorded September 1, 1965 in Book 729 of Official Records at Page 990, said Napa County Records; thence along the Northwestern line of said tract and its Northeasterly extension North 58 21'45" East 326.90 feet to the Northeast corner of the City of Yountville tract as described in said Book 824 of Official Records at Page 422, and as shown on said map; thence along the Northeastern line of said last mentioned tract, South 31 38'15" East 330.04 feet to the point of commencement. APN: 036-221-019 Exhibit A Page 1
EXHIBIT B DESCRIPTION OF THE FACILITY The Property consists of the Yountville Town Center, a 7,500-square-foot Community Center and Library building opened in 2009, a remodeled Community Hall dating to 1926, a 7,000 square foot open space plaza town square that connects the facilities, a parking lot, and a sheriff s substation attached to the Town owned Post Office building. The Yountville Town Center is located at 6516 Washington Street with driveway access off of Washington Street and Mulberry Street. Exhibit B