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HomeMy WebLinkAbout2014 CON SA Deutsche Bank US Bank AMBAC Assurance - 1NOTE TO FILE 12-11-14 IN THE MATTER OF: Resolution of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency 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 US Bank as trustee for the 2004 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bonds, Series B, and appointing Deutsche Bank as trustee. ABOVE RESOLUTION HAS BEEN RESCINDED BY RESOLUTION NO. 2014-58 ADOPTED ON DECEMBER 16, 2014 ORIGINATING DEPARTMENT: NTF CDC _ Housing & Grants City Attorney _ Human Resources City Manager _ MIS _ Community Svcs. _ Planning _ Engineering _ Police Finance Public Works Fire Nutrition Center X Successor Agency RESOLUTION NO. 2014 — 57 RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY 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 US BANK AS TRUSTEE FOR THE 2004 TAX ALLOCATION BONDS, SERIES A, AND 2005 TAX ALLOCATION REFUNDING BONDS, SERIES B, AND APPOINTING DEUTSCHE 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 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bond, Series B, ("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 assumed the role of Successor Agency to the Community Development Commission as the National City Redevelopment Agency; and WHEREAS, on March 18, 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. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Community Development Commission as the National City Redevelopment Agency hereby authorizes 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 US Bank as Trustee for the 2004 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bonds, Series B, and appointing Deutsche Bank as trustee. The Agreement of Resignation, Appointment, and Acceptance is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of Novembe 014. on Morrison, Chairman ATTEST: APROVED A .TO FO' Mi ael R. Dall�, City Clerk as Secretary to the Successor Agency dia Gacit a Silva uccessor £ g .ncy Co - --I Passed and adopted by the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, on November 18, 2014 by the following vote, to -wit: Ayes: Boardmembers Cano, Morrison, Natividad, 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 Serving 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. 2014-57 of the Successor Agency to the Community Development Commission as the Redevelopment Agency of the City of National City, California, passed and adopted on November 18, 2014. City Clerk Serving as Secretary to the Successor Agency By: Deputy CITY OF NATIONAL CITY, CALIFORNIA SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY. 5 ° COUNCIL AGENDA STATEMENT MEETING DATE: November 18, 2014 -\06 •\0• \q AGENDA ITEM NO. 5 ITEM TITLE: Resolution of the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") 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 US Bank as trustee for the 2004 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bonds, Series B, and appointing Deutsche Bank as trustee. PREPARED BY: Mark Roberts, Director of Finance DEPARTMENT: Finance PHONE: 619-336-4265 APPROVED BY: L1i/stnd 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 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bonds, Series B, ("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 18, 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. FINANCIAL STATEMENT: ACCOUNT NO. NA APPROVED: `07.4 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 AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE THIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Agreement") dated as of November 4, 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 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. 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 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. R1021 Section 3.7 Amendments. This Agreement shall be amended only in a writing signed by the parties hereto. Section 3.8 Approval. This Agreement shall require the approval of the Successor Agency, Oversight Board to the Successor Agency, and the California Department of Finance prior to being effective. IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have executed this Agreement by their duly authorized corporate officers as of the date first above written. AMBAC ASSURANCE CORPORATION as Bond Insurer By (print name and title above) DEUTSCHE BANK NATIONAL TRUST COMPANY as Resigning Trustee Byty ,/1 ):�, Dennis D. Gillespie Its Director DEUTSCHE BANK NATIONAL TRUST COMPANY as Resigning Trustee By L%7 John Robertson Its Vice President SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY as Successor Agency and Issuer By (print name and title above) U.S. BANK NATIONAL ASSOCIATION as Successor By I L� Terry McRoberts Its Executive Vice President R1021 SCHEDULE I Community Development 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 Refunding Bonds, Series B R1021 Arnbac 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 R1021 RESOLUTION NO. 2014 — RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT AGENCY 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 US BANK AS TRUSTEE FOR THE 2004 TAX ALLOCATION BONDS, SERIES A, AND 2005 TAX ALLOCATION REFUNDING BONDS, SERIES B, AND APPOINTING DEUTSCHE 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 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bond, Series B, ("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 assumed the role of Successor Agency to the Community Development Commission as the National City Redevelopment Agency; and WHEREAS, on March 18, 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. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the Community Development Commission as the National City Redevelopment Agency hereby authorizes 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 US Bank as Trustee for the 2004 Tax Allocation Bonds, Series A, and 2005 Tax Allocation Refunding Bonds, Series B, and appointing Deutsche Bank as trustee. The Agreement of Resignation, Appointment, and Acceptance is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of November, 2014. Ron Morrison, Chairman ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk as Claudia Gacitua Silva Secretary to the Successor Agency Successor Agency Counsel