Wells Fargo Bank/Bond Services 96TRI-PARTY AGREEMENT
This TRI-PARTY AGREEMENT (this "Instrument"), dated as of December 1,
1996 by and among the City of La Quinta Redevelopment Agency (the "Agency"),
Wells Fargo Bank, National Association, a national banking association duly organized
and existing under the laws of the United States of America as successor to First
Interstate Bank of California (the "Prior Trustee") and FIRST TRUST OF
CALIFORNIA, NATIONAL ASSOCIATION, a national banking association duly
organized and existing under the laws of the United States of America (the "Successor
Trustee").
WITNESSETH
WHEREAS, the Issuer and the Prior Trustee entered into Indentures dated as of
December 1, 1992, and July 1, 1995 (the "Indentures") providing for the Issuer's La
Quinta Redevelopment Agency Project Area No. 2 Tax Allocation Bonds Issue of
1992, and La Quinta Redevelopment Agency Project Area Nos.1 & 2 1995 Housing
Tax Allocation Bonds(collectively, the "Bonds"); and
WHEREAS, the Prior Trustee has been acting as Trustee under the Indentures; and
WHEREAS, Sections 901(B) and 9.1(B) of the 1992 and 1995 Indentures, respectively,
provides that the Issuer may remove the Trustee at any time unless an Event of Default
(as defined in the Indentures) shall have occurred and then be continuing by giving
written notice of such removal to the Trustee; and
WHEREAS, Sections 901(D) and 9.1(D) of the Indentures further provides that in case
the Trustee shall be removed, the Issuer may appoint a successor Trustee by an
instrument in writing; and
WHEREAS, Sections 901(E) and 9.1(E) of the Indentures further provides that the
successor Trustee shall be qualified under the provisions of such Sections 901 and
9.1(E) of the Indentures; and
WHEREAS, Sections 901(D) and 9.1(D) of the Indentures further provides that any
successor Trustee appointed under the Indentures shall execute, acknowledge and
deliver to the Issuer and to the Prior Trustee an instrument accepting such appointment,
thereupon the removal of the Prior Trustee shall become effective and the Successor
Trustee without any further act, deed or conveyance, shall become fully vested with all
the moneys, estates, properties, rights, powers, trusts, duties and obligations of the
Prior Trustee; and
NOW, THEREFORE, pursuant to the Indentures and in consideration of the covenants
herein contained, it is agreed as follows (words and phrases not otherwise defined in
this Instrument having the definitions given thereto in the Indentures):
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THE PRIOR TRUSTEE
1. Pursuant to the terms of the Indentures, the Issuer hereby notifies the Prior
Trustee that the Prior Trustee is removed as Trustee under the Indentures effective as
of December 1, 1996 (the "Effective Date").
2. Effective as of the Effective Date, the Prior Trustee hereby assigns,
transfers, delivers and confirms to the Successor Trustee all of its rights, titles, interest
in and to the trust under the Indentures and all of its moneys, estates, properties,
rights, powers, trusts, duties and obligations as Trustee under the Indentures.
3. The Prior Trustee agrees to execute and deliver such further instruments and
shall take such further actions as the Successor Trustee or the Issuer may reasonably
request so as to more fully and certainly vest and confirm in the Successor Trustee all
the moneys, estates, properties, rights, powers, trusts, duties and obligations hereby
assigned, transferred, delivered and confirmed to the Successor Trustee, including
without limitation, the execution and delivery of any instruments required to assign all
liens on the trust in the name of the Successor Trustee.
4. The Prior Trustee represents and warrants to the Successor Trustee that:
a) there are no amendments, modifications or supplements to the
Indentures;
b) to the best of its knowledge, no Events of Default or any event which,
after notice or lapse of time or both, would become an Event of Default has occurred
under the Indentures;
c) there is no action, suit, or proceeding pending, or to the best
knowledge of the Prior Trustee, threatened against the Prior Trustee before the court or
governmental authority arising out of any action or omission by the Prior Trustee under
the Indentures; and
d) upon the Effective Date, the Prior Trustee shall transfer all securities
and moneys in any fund or account established by it as Trustee under the Indentures to
the Successor Trustee, together with such books and records as may be reasonably
requested by the Successor Trustee [including any Insurance Policies related to the
Bonds.]
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THE ISSUER
1. Effective as of the Effective Date, the Issuer hereby removes the Prior
Trustee and the Issuer appoints the Successor Trustee as successor in trust under the
Indentures; and the Issuer confirms to the Successor Trustee all of the moneys, estates,
properties, rights, powers, trusts, duties and obligations of the Trustee under the
Indentures.
2. The Issuer agrees to execute and deliver such further instruments and to take
such further action as the Successor Trustee may reasonably request so as to more fully
and certainly vest and confirm in the Successor Trustee all the moneys, estates,
properties, rights, powers, trusts, duties and obligations hereby assigned, transferred,
delivered and confirmed to the Successor Trustee.
3. The Issuer represents and warrants that there are no amendments,
modifications or supplements to the Indentures and no Events of Default have occurred
under the Indentures.
THE SUCCESSOR TRUSTEE
1. Effective as of the Effective Date, the Successor Trustee hereby accepts its
appointment as successor Trustee under the Indentures and shall be vested with all of
the moneys, estates, properties, rights,duties and obligations of the Trustee under the
Indentures.
2. The Successor Trustee hereby represents that it is qualified and eligible
under the provisions of Sections 901(E) and 9.1(E) of the Indentures to be appointed
successor Trustee and hereby accepts the appointment as successor Trustee and agrees
that upon the signing of this Instrument it shall become vested with all the moneys,
estates, properties, rights, powers, trusts, duties and obligations of the Prior Trustee
with like effect as if originally named as Trustee under the Indentures.
3. The Successor Trustee shall cause notice of the removal, appointment and
acceptance effected hereby to be given to the owners of the Bonds on behalf of the
Issuer.
4. Effective as of the Effective Date, the Successor Trustee shall serve as
Trustee as set forth in the Indentures at its principal corporate trust office in Los
Angeles, California or such other address as may be specified, where notices and
demands to or upon the Issuer in respect of the Bonds may be served.
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MISCELLANEOUS
1. The parties hereto agree that as of the Effective Date, all references to the
Prior Trustee as Trustee in the Indentures shall be deemed to refer to the Successor
Trustee. From and after the Effective Date, all notices or payments or any other items
which were required by the terms of the Bonds to be given or paid to the Prior
Trustee,as Trustee, shall be given or paid to:
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
550 South Hope Street, Suite 500
Los Angeles, CA 90071
2. The removal, appointment and acceptance effected hereby shall become
effective as of December 1, 1996 (the "Effective Date") and upon the execution of this
Instrument by the parties hereto.
3. This Instrument shall be governed by and construed in accordance with the
laws of the State of California.
4. This Instrument may be executed in any number of counterparts, each of
which shall be an original, but which counterparts, shall together constitute but one and
the same instrument.
5. Nothing contained in this Instrument shall in any way affect the obligations
or rights of the Issuer or the Prior Trustee. This Instrument shall be binding upon and
inure to the benefit of the Issuer, the Prior Trustee and the Successor Trustee and their
respective successors and assigns.
6. All fees paid to the Prior Trustee in advance but unearned from and after the
Effective Date shall be credited to any current fees owed the Prior Trustee with the
balance, if any, remitted to the Successor Trustee or the Issuer and the fees payable by
the Issuer on and after the Effective Date under the Indentures shall henceforth be
invoiced by and paid to the Successor Trustee at such address and account as shall
hereafter be provided by the Successor Trustee to the Issuer.
7. Each of the parties hereto hereby represents and warrants for itself that as of
the date hereof, and the Effective Date:
a) it has power and authority to execute and deliver this Instrument and
to perform its obligations hereunder, and all such action has been duly and validly
authorized by all necessary proceedings on its part; and
n
b) this Instrument has been duly authorized, executed and delivered by
it, and constitutes a legal, valid and binding agreement enforceable against it in
accordance with its terms, except as the enforceability of this Instrument may be
limited by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditor's rights or by general principles of equity limiting the
availability of equitable remedies.
8. The parties hereto acknowledge and agree that this Instrument does not
constitute any assumptions by Successor Trustee of any liabiility, cost, expense, or
claim arising out of, or related to any actions or omissions of the Prior Trustee under
the Indentures.
EXECUTION IN SEVERAL COUNTERPARTS
This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original; and all such
counterparts, or as many of them as the Agency and the Successor Trustee shall
preserve undestroyed, shall together constitute but one and the same instrument.
5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and attested by their duly authorized officers, all as of the date and year first
above written.
Attest:
LA QUINTA REDEVELOPMENT AGENCY
0001,
B �. .
Y•
Title: xecutive Director
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Prior Trustee
By:
Title: Authorized Officer
By:
Title: Authorized Officer
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Successor Trustee
Title: Trust Offi e
Attest:
Approved and agreed to by
MBIA INSURANCE CORPORATION, as
Insurer:
By:
Title: Authorized Officer
0
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and attested by their duly authorized officers, all as of the date and year first
above written.
LA QUINTA REDEVELOPMENT AGENCY
By:
Title: Executive Director
Attest:
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Prior Trustee
By: _
Title:
BY:-'✓�r,'�-F
Title`: Authorized Officer
Attest:
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Successor Trustee
By:
Title: Trust Officer
Attest:
Approved and agreed to by
MBIA INSURANCE CORPORATION, as
Insurer:
By:
Title: Authorized Officer
T