Loading...
HomeMy WebLinkAbout2014 CON SA Deutsche Bank US Bank AMBAC AssuranceAGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE THIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Agreement") dated as of December 16, 2014 by and among Deutsche Bank National Trust Company, a national banking association organized and existing under the laws of the United States of America (the "Resigning Trustee"), Successor Agency to the Community Development Commission as the National City Redevelopment Agency (the "Successor Agency" and "Issuer"), Ambac Assurance Corporation (the "Bond Insurer") and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Successor"). WHEREAS, the Resigning Trustee, or its predecessor in interest, and the Issuer entered into the Indentures of Trust dated as of June 1, 2004, as supplemented as well as any and all ancillary agreements (together to be known as the "Governing Instruments") pursuant to which the Issuer's bonds, as set forth on the attached Schedule 1 (the "Bonds"), were issued; and the Resigning Trustee has been acting in the capacities assigned to it by the Governing Instruments (all such applicable roles being hereinafter included in the term the "Trustee"); WHEREAS, the purchase agreement, dated as of March 14, 2013 as the same may be amended from time to time by and among Deutsche Bank Trust Company Americas, Deutsche Bank National Trust Company, Deutsche Bank AG and U.S. Bank National Association provides for the sale of the Resigning Trustee's portfolio (the "Portfolio") of specified securities including the Governing Instruments to the Successor, subject to receipt of all required consents. WHEREAS, pursuant to the Governing Instruments, the Resigning Trustee desires to resign as the Trustee, the Successor Agency desires to appoint the Successor as Trustee and the Successor desires to accept appointment as Trustee. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE I SUCCESSION Section 1.1 Resignation of Resigning Trustee. The Resigning Trustee resigns as the Trustee as of the close of business August 23, 2013 (the "Effective Date"). The Successor Agency with the approval of the Bond Insurer, accepts such resignation and waives any required notice thereof. Section 1.2 Appointment of Successor. The Successor Agency with the approval of the Bond Insurer appoints the Successor to serve as Trustee, with all the authority, rights, powers and immunities vested in, and all duties and obligations binding on, the Trustee, on the Effective Date. All rights, powers, duties, immunities and obligations of the Trustee shall be vested in and undertaken by the Successor on and from the Effective Date. Section 1.3 Acceptance of Appointment; Notice to Bondholders. The Successor accepts its appointment as Trustee by the Successor Agency with all the authority, rights, powers and immunities vested in the Trustee and agrees to serve as Trustee and to perform the duties and obligations of the Trustee, on and from the Effective Date. The Successor agrees to notify the registered holders of the Bonds of the resignation of the Resigning Trustee and its appointment as Trustee to the extent, if any, and 2 in the manner, if any, required by the relevant Governing Instruments. The Successor also agrees to notify the Successor Agency and Bond Insurer in the event of a change in the Effective Date. Section 1.4 Assignment of Powers and Property; Delivery of Documents. The Resigning Trustee, hereby confirms and assigns to the Successor, in trust under the Governing Instruments, all property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. The Resigning Trustee confirms that it has transferred to the Successor (a) all moneys, securities and other assets held under the relevant Governing Instruments, (b) all documents relating to the trust created by the relevant Governing Instruments. Section 1.5 Further Assurances. The Resigning Trustee agrees, upon reasonable request of the Successor, to execute, acknowledge and deliver such further instruments of transfer and further assurances and to do such other things as may reasonably be required for more fully and certainly vesting and confirming in Successor all the property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Successor as follows: (a) the relevant Governing Instruments and the Bonds were validly and lawfully executed and delivered by the Issuer and constitute obligations of the Issuer enforceable as provided therein by the Successor, subject to laws affecting creditors' rights and equitable principles; (b) the Issuer has performed or fulfilled each covenant, agreement and condition on its part to be performed or fulfilled under the Governing Instruments on or prior to the date hereof; and (c) to its knowledge, no event of default under the Governing Instruments has occurred and is continuing. Section 2.2 Representations and Warranties of Resigning Trustee. Resigning Trustee hereby represents and warrants to Successor as follows: (a) resigning Trustee is a national banking association, and is duly organized and existing under the laws of the United States of America; (b) from March 14, 2013 until the date hereof, the Governing Instruments have not been amended or supplemented; (c) from March 14, 2013 until the date hereof, Resigning Trustee has received no written notice of any event of default under the terms of the Governing Instruments; and (d) to the knowledge of the officer of the Resigning Trustee who is responsible for the administration of the Governing Instruments, there is no suit, action, claim or proceeding pending or threatened against the Resigning Trustee related to the Bonds, the relevant Governing Instruments, or Resigning Trustee's administration of the trusts created under the Governing Instruments. 3 R1021 Section 2.3 Representations of Successor. The Successor hereby represents and warrants to Resigning Trustee and the Issuer as follows: (a) The Successor is a national banking association, and is duly organized and existing under the laws of the United States of America; and (b) Instruments. The Successor is qualified and eligible to serve as Trustee under the Governing ARTICLE III MISCELLANEOUS Section 3.1 Applicable Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions; provided, however, that as between the Resigning Trustee and the Successor, this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. PROVIDED, FURTHER, THAT IN NO EVENT SHALL ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT TO WHICH THE ISSUER IS MADE A PARTY BE ADJUDICATED OUTSIDE OF THE STATE OF CALIFORNIA, AND FOR THE PURPOSES OF SUCH CONTROVERSY, CLAIM OR DISPUTE TO WHICH THE ISSUER IS A PARTY, THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. Section 3.2 Counterparts. This Agreement may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument. Section 3.3 Preservation of Rights. Except as expressly provided herein, nothing contained in this Agreement shall in any way affect the obligations or rights of the Issuer, the Resigning Trustee, the Successor or any holder of the Bonds under the Governing Instruments. As between the Resigning Trustee and the Successor, nothing in this Agreement, express or implied, is intended or shall be construed to modify, expand or limit in any way the rights or obligations of the parties under, and the terms of, the Purchase Agreement. Section 3.4 Severability. In the event any provisions of this Agreement shall be held invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. Section 3.5 Survival of Obligations. Notwithstanding the resignation of the Resigning Trustee under the Governing Instruments, the Issuer shall remain obligated under the Governing Instruments to compensate, reimburse and indemnify the Resigning Trustee as provided in the Governing Instruments, and nothing contained in this Agreement shall in any way abrogate the obligations of the Issuer to the Resigning Trustee under the Governing Instruments or any lien created in favor of the Resigning Trustee thereunder. Section 3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Resigning Trustee, the Successor, and the Issuer and their respective successors and assigns. 4 R1021 :.$000010: A.:)4010tet* TJiI cft.shfl btlniStittfrithliirti Wilds lieroto. $0004,k 601;091.. Thii NitafiviTitiligtilitquifethaVryidil btitlietuccemt Agenty, thfeIShtI3txrd3o1htiSycgmofbf F116004 PfiCoto 'Oh* tive tQb 08412:0.04,111 4.000,,.1i.00.05100#0:004.141.0: mioolientity diiittftqAtutorized itizrporfikvfflimAA:91111PilatCffiriA ftql1 AmildstutugAtsta toRrome.rroN ,iii•Erond Itistritir (patitoprand tittc*Wie) Ontit$04VOANK NATIONAL TRUST' oisitIMY, 41: KOrsdio . , VloPtelliden't DEVISCHt. BM* ti0101416LIAVOT .WORIT , es keiignionno* .... :X0913,Pith!kt V#Z. :ItrVio;PrAs100.0 BSSOK AO4NerTfaTHE COMMUNITY W. PO tv,11013r XLCITY ti_EVIONOIT ACENGY a§,$000s 1000 Ebairmaii, Vitit fib* iitidattleilide): tki4.1M0014 t.41.0101 *k§,iieddro, MAARr" h$''.0tficalva V140 Pc0400(:. RUM 5 SCHEDULE Community Develoment Commission of the City of National City, National City Redevelopment Project, 2004 Tax Allocation Bonds, Series A Community Development Commission of the City of National City, National City Redevelopment Project, 2005 Tax Allocation Bonds, Series A Community Development Commission of the City of National City, National City Redevelopment Project, 2005 Tax Allocation Refunding Bonds, Series B Community Development Commissionof the City of National City, National City Redevelopment Project, 2011 Tax Allocation Bonds R1021 6 Ambac Assurance Corporation Attn: Stephen Ksenak One State Street Plaza New York, NY 10004 Role: Insurer Standard & Poor's Attn: 55 Water Street 38th Floor New York, NY 10041 Role: Rating Agency 7 R1021 Deutsche. Hank 'trust Company Americas 60 Wall -Street.. 27"' Floor New York, NV I0005 Deutsche Bank National Trust Company E0 Wall Street, 21'1' Floor New York, NY 10005 l.` S. Bank National Association 101) Wall Street, Suite 1600 New York, NY 10005 Ladies and ucnth:men: We understand that on March IS, 2013. Deutsche hank Trust Company Americas, Deutsche Bank National Trust Company and Deutsche Bank AG (collectively, "Deutsche Bank") sold its Municipal Bond Trustee Business to U:S. Bank National Association ("U.S. Bank"), including those bond issues listed on the attached Schedule I. for which we are the bond incur. r. In accordance with the terms and conditions of the agreements pursuant to which the securities listed on the attached Schedule 1 were. issued, Arnbac Assurance Corporation hereby consents to the appointment of U.S. Bank. as the, successor trustee under the governing instruments (ass well as under all ancillary agreements related to such issues to which Deutsche: Bank is party or under which it has rights) pursuant to which the securities listed on the attached Schedule 1 were issued other than any such duties, obligations or responsibilities that Deutsche Bank had, ur has, as auction agent with respect to such issues (which auction agent duties, obligations or responsibilities arc being retained by Deutsche Bank). Ambac Assurance Corporation as Bond Insurer Karate: %;l ` Title: �t ti . lir C.: • f r. 71 r4e_ j,� . lass.:.....� ,,....n...l..... C MI I RESOLUTION NO. 2014 — 58 RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY RESCINDING RESOLUTION NO. 2014-57 AND AUTHORIZING THE CHAIRMAN TO EXECUTE THE AGREEMENT OF RESIGNATION, APPOINTMENT, AND ACCEPTANCE BY AND BETWEEN THE SUCCESSOR AGENCY, DEUTSCHE BANK NATIONAL TRUST COMPANY, US BANK NATIONAL ASSOCIATION, AND AMBAC ASSURANCE CORPORATION ACCEPTING THE RESIGNATION OF DEUTSCHE BANK AS TRUSTEE FOR THE 2004 SERIES A, 2005 SERIES A AND SERIES B, AND 2011 TAX ALLOCATION BONDS, AND APPOINTING US BANK AS TRUSTEE WHEREAS, Deutsche Bank National Trust Company ("Deutsche Bank") and the Community Development Commission of the City of National City ("CDC") entered into indentures of trust dated June 1, 2004, pursuant to which the CDC's 2004 Series A, 2005 Series A and Series B, and 2011 Tax Allocation Bond ("Bonds") were issued, with Deutsche Bank acting as trustee of the Bonds; and WHEREAS, pursuant to ABX1 26, all redevelopment agencies in the State of California were dissolved as of February 1, 2012. Upon dissolution of the City's Redevelopment Agency, the City of National City formed the Successor Agency to the Community Development Commission as the National City Redevelopment Agency; and WHEREAS, on March 14, 2013, Deutsche Bank sold its municipal bond trustee business to US Bank National Association ("US Bank"). In connection with the sale, Deutsche Bank desires to resign as the trustee under the trust indenture, and US Bank desires to be appointed as the successor. The bond issuer, Ambac Assurance Corporation agrees to such resignation and appointment; and WHEREAS, Resolution No. 2014-57, adopted November 18, 2104, had the names of the parties inadvertently transposed, thus needs to be rescinded so that this Resolution with the parties names correctly reflected may be adopted. NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the Community Development Commission as the National City Redevelopment Agency that Resolution No. 2014-57, adopted on November 18, 2014, is hereby rescinded. BE IT FURTHER RESOLVED that the Chairman to authorized to execute the Agreement of Resignation, Appointment, and Acceptance by and between the Successor Agency, Deutsche Bank National Trust Company, US Bank National Association, and Ambac Assurance Corporation accepting the resignation of Deutsche Bank as Trustee for the 2004 Series, 2005 Series A Series B, and 2011 Tax Allocation Bonds, and appointing US Bank as trustee. The Agreement of Resignation, Appointment, and Acceptance is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2014 — 58 Page Two PASSED and ADOPTED this 16'h day of December, 2014. on Morrison, Chairman ATTEST: Michael R. Dalla, ley Clerk as Secretary to the Successor Agency PPROVED A TO FORM: Claudia Gacit : Silva Successor Ag: ncy Coun el Passed and adopted by the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, on December 16, 2014 by the following vote, to -wit: Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California City Clerk Seryg as Secretary to the Successor Agency By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-58 of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, passed and adopted on December 16, 2014. City Clerk Serving as Secretary to the Successor Agency By: Deputy CQG\y- SO CITY OF NATIONAL CITY, CALIFORNIA y o G - \ o - ‘ q SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY COUNCIL AGENDA STATEMENT MEETING DATE: December 16, 2014 AGENDA ITEM NO. 2 ITEM TITLE: Resolution of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") rescinding Resolution No. 2014-57 and authorizing the Chairman to execute the Agreement of Resignation, Appointment and Acceptance by and between the Successor Agency, Deutsche Bank National Trust Company ("Deutsche Bank"), US Bank National Association ("US Bank"), and Ambac Assurance Corporation accepting the resignation of Deutsche Bank as trustee for the 2004 Series A, 2005 Series A and Series B, and 2011 Tax Allocation Bonds and appointing US Bank as trustee. PREPARED BY: Mark Roberts, Director of Finance DEPARTMENT: Finance��/ PHONE: 619-336-4265 APPROVED BY: Li''�/a Xer EXPLANATION: See attached staff report FINANCIAL STATEMENT: ACCOUNT NO. NA APPROVED: ` Finance APPROVED: MIS ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: NA ATTACHMENTS: 1. Agreement 2. Resolution 3. Staff report tiSo\Jv-'off No- ao- f �, Successor Agency Staff Report December 16, 2014 TITLE Resolution of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") rescinding Resolution No. 2014-57 and authorizing the Chairman to execute the Agreement of Resignation, Appointment and Acceptance by and between the Successor Agency, Deutsche Bank National Trust Company ("Deutsche Bank"), US Bank National Association ("US Bank"), and Ambac Assurance Corporation accepting the resignation of Deutsche Bank as trustee for the 2004 Series A, 2005 Series A, and Series B, and 2011 Tax Allocation Bonds and appointing US Bank as trustee. EXPLANATION Deutsche Bank National Trust Company ("Deutsche Bank") and the Community Development Commission of the City of National City ("CDC") entered into an indenture of trust dated as of June 1, 2004 and subsequent supplemental indentures of trust dated as of January 1, 2005, pursuant to which the CDC's 2004 Series A, 2005 Series A and Series B, and 2011 Tax Allocation Bonds ("Bonds") were issued; and Deutsche Bank has been acting as trustee of the Bonds. Pursuant to ABX1 26, all redevelopment agencies in the State of California were dissolved as of February 1, 2012. Upon dissolution of the City of National City's Redevelopment Agency ("RDA"), the City assumed the role of Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency"). On March 14, 2013, Deutsche Bank sold its municipal bond trustee business to US Bank National Association ("US Bank"). In connection with the sale, Deutsche Bank wishes to resign as the trustee under the trust Indenture, and US Bank wishes to be appointed as the successor. The Agreement of Resignation, Appointment and Acceptance provides for US Bank, Deutsche Bank, the Successor Agency, and the bond insurer, Ambac Assurance Corporation, to agree to such resignation and appointment. Resolution No. 2014-57 adopted on November 18, 2014 incorrectly referenced US Bank as the resigning trustee and Deutsche Bank as the successor trustee. Herewith in, Resolution No. 2014-57 is rescinded and the presented new resolution correctly notes Deutsche Bank as the resigning trustee and US Bank as the successor trustee. 1 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE THIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Agreement") dated as of December 16, 2014 by and among Deutsche Bank National Trust Company, a national banking association organized and existing under the laws of the United States of America (the "Resigning Trustee"), Successor Agency to the Community Development Commission as the National City Redevelopment Agency (the "Successor Agency" and "Issuer"), Ambac Assurance Corporation (the "Bond Insurer") and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Successor"). WHEREAS, the Resigning Trustee, or its predecessor in interest, and the Issuer entered into the Indentures of Trust dated as of June 1, 2004, as supplemented as well as any and all ancillary agreements (together to be known as the "Governing Instruments") pursuant to which the Issuer's bonds, as set forth on the attached Schedule 1 (the "Bonds"), were issued; and the Resigning Trustee has been acting in the capacities assigned to it by the Governing Instruments (all such applicable roles being hereinafter included in the term the "Trustee"); WHEREAS, the purchase agreement, dated as of March 14, 2013 as the same may be amended from time to time by and among Deutsche Bank Trust Company Americas, Deutsche Bank National Trust Company, Deutsche Bank AG and U.S. Bank National Association provides for the sale of the Resigning Trustee's portfolio (the "Portfolio") of specified securities including the Governing Instruments to the Successor, subject to receipt of all required consents. WHEREAS, pursuant to the Governing Instruments, the Resigning Trustee desires to resign as the Trustee, the Successor Agency desires to appoint the Successor as Trustee and the Successor desires to accept appointment as Trustee. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: ARTICLE I SUCCESSION Section 1.1 Resignation of Resigning Trustee. The Resigning Trustee resigns as the Trustee as of the close of business August 23, 2013 (the "Effective Date"). The Successor Agency with the approval of the Bond Insurer, accepts such resignation and waives any required notice thereof. Section 1.2 Appointment of Successor. The Successor Agency with the approval of the Bond Insurer appoints the Successor to serve as Trustee, with all the authority, rights, powers and immunities vested in, and all duties and obligations binding on, the Trustee, on the Effective Date. All rights, powers, duties, immunities and obligations of the Trustee shall be vested in and undertaken by the Successor on and from the Effective Date. Section 1.3 Acceptance of Appointment; Notice to Bondholders. The Successor accepts its appointment as Trustee by the Successor Agency with all the authority, rights, powers and immunities vested in the Trustee and agrees to serve as Trustee and to perform the duties and obligations of the Trustee, on and from the Effective Date. The Successor agrees to notify the registered holders of the Bonds of the resignation of the Resigning Trustee and its appointment as Trustee to the extent, if any, and 2 in the manner, if any, required by the relevant Governing Instruments. The Successor also agrees to notify the Successor Agency and Bond Insurer in the event of a change in the Effective Date. Section 1.4 Assignment of Powers and Property; Delivery of Documents. The Resigning Trustee, hereby confirms and assigns to the Successor, in trust under the Governing Instruments, all property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. The Resigning Trustee confirms that it has transferred to the Successor (a) all moneys, securities and other assets held under the relevant Governing Instruments, (b) all documents relating to the trust created by the relevant Governing Instruments. Section 1.5 Further Assurances. The Resigning Trustee agrees, upon reasonable request of the Successor, to execute, acknowledge and deliver such further instruments of transfer and further assurances and to do such other things as may reasonably be required for more fully and certainly vesting and confirming in Successor all the property, rights, powers, duties, trusts, immunities and obligations of the Resigning Trustee as Trustee. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Successor as follows: (a) the relevant Governing Instruments and the Bonds were validly and lawfully executed and delivered by the Issuer and constitute obligations of the Issuer enforceable as provided therein by the Successor, subject to laws affecting creditors' rights and equitable principles; (b) the Issuer has performed or fulfilled each covenant, agreement and condition on its part to be performed or fulfilled under the Governing Instruments on or prior to the date hereof; and (c) to its knowledge, no event of default under the Governing Instruments has occurred and is continuing. Section 2.2 Representations and Warranties of Resigning Trustee. Resigning Trustee hereby represents and warrants to Successor as follows: (a) resigning Trustee is a national banking association, and is duly organized and existing under the laws of the United States of America; (b) from March 14, 2013 until the date hereof, the Governing Instruments have not been amended or supplemented; (c) from March 14, 2013 until the date hereof, Resigning Trustee has received no written notice of any event of default under the terms of the Governing Instruments; and (d) to the knowledge of the officer of the Resigning Trustee who is responsible for the administration of the Governing Instruments, there is no suit, action, claim or proceeding pending or threatened against the Resigning Trustee related to the Bonds, the relevant Governing Instruments, or Resigning Trustee's administration of the trusts created under the Governing Instruments. 3 R1021 Section 2.3 Representations of Successor. The Successor hereby represents and warrants to Resigning Trustee and the Issuer as follows: (a) The Successor is a national banking association, and is duly organized and existing under the laws of the United States of America; and (b) The Successor is qualified and eligible to serve as Trustee under the Governing Instruments. ARTICLE III MISCELLANEOUS Section 3.1 Applicable Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions; provided, however, that as between the Resigning Trustee and the Successor, this Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. PROVIDED, FURTHER, THAT IN NO EVENT SHALL ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT TO WHICH THE ISSUER IS MADE A PARTY BE ADJUDICATED OUTSIDE OF THE STATE OF CALIFORNIA, AND FOR THE PURPOSES OF SUCH CONTROVERSY, CLAIM OR DISPUTE TO WHICH THE ISSUER IS A PARTY, THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. Section 3.2 Counterparts. This Agreement may be executed in a number of counterparts, each of which shall constitute an original, but such counterparts shall together constitute but one and the same instrument. Section 3.3 Preservation of Rights. Except as expressly provided herein, nothing contained in this Agreement shall m any way affect the obligations or rights of the Issuer, the Resigning Trustee, the Successor or any holder of the Bonds under the Governing Instruments. As between the Resigning Trustee and the Successor, nothing in this Agreement, express or implied, is intended or shall be construed to modify, expand or limit in any way the rights or obligations of the parties under, and the terms of, the Purchase Agreement. Section 3.4 Severability. In the event any provisions of this Agreement shall be held invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. Section 3.5 Survival of Obligations. Notwithstanding the resignation of the Resigning Trustee under the Governing Instruments, the Issuer shall remain obligated under the Governing Instruments to compensate, reimburse and indemnify the Resigning Trustee as provided in the Governing Instruments, and nothing contained in this Agreement shall in any way abrogate the obligations of the Issuer to the Resigning Trustee under the Governing Instruments or any lien created in favor of the Resigning Trustee thereunder. Section 3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Resigning Trustee, the Successor, and the Issuer and their respective successors and assigns. 4 R1021 XititOn** 'Thi#Age.tiliteitshitli be tnikinitta,'Otily -fira Wtitirtg.stgrittliprilie pattids heat°. $00004 40tik41. This 4:06holit slittiltequittifia* • buthrStmeestorAgenoy., ovoii0130Antiolhe'S4c40,§44:Age#0iO4,*.pitlifbk.iii* NO0).fliirftWkir Moo Ivor -to btii* orecitive, ,1114 virNaggV:OEMK J.ntelittlgtQbe4802,:i0tIfith ti,";1).010-$1**01)000,0titOliti th yauthDrizedorp904.0ThOeM ai:9.1 Wit 1410%.,Witten .iiiNitiAtUOUMNOD rOtroMe.rrimil SVppftS49kMig:pqrr-p;THE COMMUNITY' *,00.00 Miff** (priPt mune and tjt.W,400.0) onritompANK NATIONAL TRUST' ddiviPANY 41. Posioncrio 1br Its ylorittildw. ,00-Arly as gasioaotocp A BY j •`, 01)11 IthltiotPmsidont ARATZ141171-321:4"' AOENOY pOWNePoi-AgetTO And IsstiOr 13y tOil4 41104.8LA WATION #§1186.6gibf /'1MAKr— Telt, Mc1.obettS V109 Nosidont 5 SCHEDULE 1 Community Develoment Commission of the City of National City, National City Redevelopment Project, 2004 Tax Allocation Bonds, Series A Community Development Commission of the City of National City, National City Redevelopment Project, 2005 Tax Allocation Bonds, Series A Community Development Commission of the City of National City, National City Redevelopment Project, 2005 Tax Allocation Refunding Bonds, Series B Community Development Commissionof the City of National City, National City Redevelopment Project, 2011 Tax Allocation Bonds R1021 6 Ambac Assurance Corporation Attn: Stephen Ksenak One State Street Plaza New York, NY 10004 Role: Insurer Standard & Poor's Attn: 55 Water Street 38th Floor New York, NY 10041 Role: Rating Agency 7 R1021 Deutsche Bank -trust Company Americas 60 V1'all Street, 21' Floor New ork, NY 1(I0t)5 Deutsche Bank National Trust Company 60 Wall Street. 21n' Floor New Turk. NY 10005 U.S. Bank National Association 101) Wall Street, Suite 1600 New York, NY 10005 Indies and (Gentlemen: We understand that on March IS, 2013. Deutsche t3ttnk Trust Company Amerce+.as, Deutsche Bank National Trust Company and Deutsche Bank AG (collectively, "Deutsche Bank") sold Is Municipal Bond Trustee Business to U.S. Bank National Association ("U.S. Bank"), including those bond issues listed on the attached Schedule I. for which we are the bond insutcr. In accordance with the terms and conditions of the agreements pursuant to which the securities listed on the attached Schedule 1 were issued, Arnbae Assurance Corporation hereby consents to the appointment of U.S. Bank as the successor trustee under the governing instruments (as well as under all ancillary agreements related to such issues to which Deutsche Bank is party or under which it has rights) pursuant w which the securities listed on the attached Schedule I were issued other than any such duties, obligations or responsibilities that Deutsche Bank had, or has, as auction agent with respect to such issues (which auction agent duties. obligations or responsibilities are being retained by Deutsche Bank). Ambac Assurance Corporation as Bond Insurer 1r Name: %�a��_`rtt4..c=::_!, rLk: �• •a t/ Title: 1 tw.S., I r ,( : f „ ' Lr:},r:`i i1 :n..C 14111 RESOLUTION NO. 2014 — RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY RESCINDING RESOLUTION NO. 2014-57 AND AUTHORIZING THE CHAIRMAN TO EXECUTE THE AGREEMENT OF RESIGNATION, APPOINTMENT, AND ACCEPTANCE BY AND BETWEEN THE SUCCESSOR AGENCY, DEUTSCHE BANK NATIONAL TRUST COMPANY, US BANK NATIONAL ASSOCIATION, AND AMBAC ASSURANCE CORPORATION ACCEPTING THE RESIGNATION OF DEUTSCHE BANK AS TRUSTEE FOR THE 2004 SERIES A, 2005 SERIES A AND SERIES B, AND 2011 TAX ALLOCATION BONDS, AND APPOINTING US BANK AS TRUSTEE WHEREAS, Deutsche Bank National Trust Company ("Deutsche Bank") and the Community Development Commission of the City of National City ("CDC") entered into indentures of trust dated June 1, 2004, pursuant to which the CDC's 2004 Series A, 2005 Series A and Series B, and 2011 Tax Allocation Bond ("Bonds") were issued, with Deutsche Bank acting as trustee of the Bonds; and WHEREAS, pursuant to ABX1 26, all redevelopment agencies in the State of California were dissolved as of February 1, 2012. Upon dissolution of the City's Redevelopment Agency, the City of National City formed the Successor Agency to the Community Development Commission as the National City Redevelopment Agency; and WHEREAS, on March 14, 2013, Deutsche Bank sold its municipal bond trustee business to US Bank National Association ("US Bank"). In connection with the sale, Deutsche Bank desires to resign as the trustee under the trust indenture, and US Bank desires to be appointed as the successor. The bond issuer, Ambac Assurance Corporation agrees to such resignation and appointment; and WHEREAS, Resolution No. 2014-57, adopted November 18, 2104, had the names of the parties inadvertently transposed, thus needs to be rescinded so that this Resolution with the parties names correctly reflected may be adopted. NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the Community Development Commission as the National City Redevelopment Agency that Resolution No. 2014-57, adopted on November 18, 2014, is hereby rescinded. BE IT FURTHER RESOLVED that the Chairman to authorized to execute the Agreement of Resignation, Appointment, and Acceptance by and between the Successor Agency, Deutsche Bank National Trust Company, US Bank National Association, and Ambac Assurance Corporation accepting the resignation of Deutsche Bank as Trustee for the 2004 Series, 2005 Series A Series B, and 2011 Tax Allocation Bonds, and appointing US Bank as trustee. The Agreement of Resignation, Appointment, and Acceptance is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2014 — Page Two PASSED and ADOPTED this 16th day of December, 2014. Ron Morrison, Chairman ATTEST: Michael R. Dalla, City Clerk as Secretary to the Successor Agency APPROVED AS TO FORM: Claudia Gacitua Silva Successor Agency Counsel CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk February 5, 2015 Ms. Ilse Vlach U.S. Bank Global Corporate Trust Services 633 West Fifth Street, 24th Floor Los Angeles, CA 90071 Dear Ms. Vlach, On December 16th, 2014, Resolution No. 2014-58 was passed and adopted by the Successor Agency to the Community Development Commission as the National City Redevelopment Agency, authorizing execution of an Agreement of Resignation, Appointment and Acceptance with Deutsche Bank National Trust Company, U.S. Bank National Association, and Ambac Assurance Corporation. We are enclosing for your records a certified copy of the above Resolution and a fully executed copy of the Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Finance Dept.