HomeMy WebLinkAbout8 Attachment 4 Water Assignment Agreement Truckee Donner PUD 2022 Water COPsStradling Yocca Carlson & Rauth
Draft of 5110122
ASSIGNMENT AGREEMENT
by and between
TRUCKEE DONNER PUBLIC UTILITY DISTRICT FINANCING CORPORATION
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
Dated as of July 1, 2022
relating to
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
WATER SYSTEM REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2022A
4868-9609-6791/022925-0110
ASSIGNMENT AGREEMENT
This Assignment Agreement is made and entered into and dated as of July 1, 2022 by and
between the Truckee Donner Public Utility District Financing Corporation, a nonprofit public benefit
corporation duly organized and existing under the laws of the State of California (the
"Corporation"), and The Bank of New York Mellon Trust Company, N.A., a national banking
association duly organized and existing under the laws of the United States of America, solely as
trustee (in such capacity, the "Trustee") under the Trust Agreement (as defined below), and not
individually.
IN CONSIDERATION 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 Corporation, for good and valuable consideration in hand received, does hereby sell,
assign and transfer to the Trustee without recourse, for the benefit of the owners of the Truckee
Donner Public Utility District Water System Revenue Certificates of Participation, Series 2022A (the
"Certificates"), to be executed and delivered by the Trustee pursuant to the Trust Agreement, dated
as of July 1, 2022 (the "Trust Agreement"), by and among the Truckee Donner Public Utility District
(the "District"), the Corporation and the Trustee, all of the Corporation's rights, title, and interest in
and under the Installment Purchase Agreement, dated as of July 1, 2022 (the "Installment Purchase
Agreement"), by and between the District and the Corporation, including without limitation the right
to receive all installment payments from the District under the Installment Purchase Agreement (but
not including the right of the Corporation to be indemnified under, and the right of the Corporation to
receive notices pursuant to, the Installment Purchase Agreement), together with any and all of the
other rights of the Corporation under the Installment Purchase Agreement as may be necessary to
enforce payment of such installment payments when due or otherwise to protect the interests of the
owners of the Certificates (including without limitation the right to accelerate, and to rescind any
acceleration of, any installment payments or otherwise to exercise rights or remedies pursuant to
Article VIII thereof). The assignment herein is absolute and presently effective.
Section 2. Acceptance.
The Trustee hereby accepts the foregoing assignment for the purpose of securing the right
assigned to it to receive all such installment payments from the District under the Installment
Purchase Agreement and the other rights assigned to it, subject to the terms and provisions of the
Trust Agreement, and all such installment payments shall be applied and the rights so assigned shall
be exercised by the Trustee as provided in the Trust Agreement.
Section 3. Conditions.
This Assignment Agreement shall not impose any duties or obligations upon the Trustee
beyond those expressly provided in the Trust Agreement. Without limiting the foregoing, it is
expressly acknowledged that the Trustee does not herein assume any obligations of the Corporation
under the Installment Purchase Agreement. This Assignment Agreement shall constitute a complete
assignment by the Corporation of all of its rights under and pursuant to the Installment Purchase
4868-9609-6791/022925-0110
Agreement, except as otherwise provided herein. In accepting and entering into this Assignment
Agreement and undertaking any action (or forbearance from action) pursuant to this Assignment
Agreement or the Installment Purchase Agreement, and with respect to all matters arising hereunder
or thereunder, the Trustee shall have and enjoy the rights and protections set forth in the Trust
Agreement and in addition to those set forth in the Installment Purchase Agreement.
Section 4. Conditions.
This Assignment Agreement may be executed in more than one counterpart, each of which
shall be deemed an original, and all of which shall constitute but one and the same instrument. The
exchange of copies of this Assignment Agreement and of signature pages by facsimile or PDF
transmission, or by any electronic signature complying with the U.S. federal ESIGN Act of 2000
(including without limitation Orbit, Adobe Sign, DocuSign, or any other similar platform), shall
constitute effective execution and delivery of this Assignment Agreement as to the parties hereto and
may be used in lieu of the original Agreement and signature pages for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by
their officers thereunto duly authorized as of the day and year first written above.
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
FINANCING CORPORATION
By:
Its: President
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee (not individually)
By:
Its:
Authorized Officer
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4868-9609-6791/022925-0110