HomeMy WebLinkAboutResolutions - No. 2007-21RESOLUTION NO. 2007-21
A RESOLUTION OF THE LODI CITY COUNCIL
REPEALING AND RE-ENACTING RESOLUTION
NO. 2006-219 APPROVING THE TERMINATION OF
INTEREST RATE SWAP TRANSACTIONS WITH
CITIGROUP FINANCIAL PRODUCTS
WHEREAS, the City of Lodi and Citigroup Financial Products Inc. (formerly
known as Salomon Brothers Holding Company, Inc.) are parties to a Master Agreement
and a Credit Support Annex, which constitute the terms of a transaction known as
Transaction Reference: N 16474 (33090) and another transaction known as Transaction
Reference: N22221, by which both parties shall transact an exchange of interest
payments; and
WHEREAS, both parties desire to terminate their obligations under both of these
transactions as specified in the Termination Agreement (attachment A).
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Lodi
does hereby authorize the City Manager or Deputy City Manager to execute the
Termination Agreement on its behalf at a time and under circumstances which will result
in a net cost not to exceed $150,000.
Dated: February 7, 2007
hereby certify that Resolution No. 2007-21 was passed and adopted by the City
Council of the City of Lodi in a regular meeting held February 7, 2007, by the following
vote:
AYES: COUNCIL MEMBERS— Hansen, Hitchcock, Katzakian, Mourne,
and MayorJohnson
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS— None
ABSTAIN: COUNCIL MEMBERS— None
I JOHL
City Clerk
2007-21
EXHIBIT Al
TEF -M INATI ON AGREEMENT
erm'_nation Agreement (this ,1'ennination Agreement") dated as of December __, 2006
}witi bete een CITI R.W IP FINANCIAL PRODUCTS INC. (formerly known as Salomon
i3zothers Hording Company Inc; ("Party A") and CITY OF LODI ("Party B")
WHEREAS Parry A and fatly B are parties to a Master Agreement dated as of
�eptember 23. 1999 i the "Master Agreement"), a Schedule to the Master Agreement (the
'Sc hedule") ink'? a Crecut Suppon A., neN (the "Credit Support Annex" and, collectively with the
Nl asi er A Te- ,,merit aDd Schedule. the "Agreement");
, -`HF it1 AS, in accordance with the terms of the Agreement, Party A and Party B have
eretofore entered �:ntc (i) on September 29, 1999. pursuant to the Agreement, a Transaction
Ref N 1647 4 and 3090). which 'Transaction was subsequently amended on February 23, 2001
and April tF�> 200= 0,:: so an traded, the "I999 Transaction") and (ii) on February 23, 2001,
-�)unouant is frac Agreement, a Transaction (Ref: N22221) (the "2001 Transaction" and, together
xltl w 'I99�.t Transaction. the "Transactions");
WIIEREAS, the paries wish to terminate their obligations under the Transactions;
NOV itr consideration of the foregoing and other valuable consideration,
i s 'oereb� �i2re'ed as followE:
Payment and Termination
a'- 7be Transactions are hereby terminated as of December 2006 (the
rn.inatior Date") and neither Party A nor Party B shall have any obligations thereunder
Jbilowing, the Termination tate. In full consideration of this Termination Agreement and in
ti mr-eti: satsfaction of all obligations of all of the parties in respect of the termination of the
wactions 1'artti ( !13J agrees w laay to Party [A/Bj the amount of $ (k
�n-riinatier, Pa-mwni-) (which amount is comprised of with respect to the 1999
;.)�ac':i(),; ;end with respect to the 2001 Transaction and which, in each case.
: cie c7es anis ":its aQ rued and unpaid as of the Termination Date) onthe Termination Date.
b)' he i ermMailon Payment shall be paid by Party [AM] to Party [AB) in immediately
a. l t ie fund on the 'lermina ion Date to the following account:
�3tc. (-f i-odi, Farmers ano Merchants BaJ)k Account # 10001301
". RUresen8110175. EaCh party hereto represents to each other party hereto that:
a) is is duly organized and validly existing under the laws Cf thejurisdiction
t! ')r r,aniz tictn or incorparatirtF:
i; has the po\Ncr and auffiority to exegete and deliver this Termination
�C') the person executing this Termination Agreement on its behalf is duly
(d) Is execution, deliver?. and performance of this Termination Agreement. do
�,O] Violate -,)r conflict with any law applicable to it, any provision of its constitutional
:!xurnerats, �-ny order or Judgmentof any court or other agency of goverrunent applicable to it or
: assets or any con ractual restriction binding on or affecting it or any of its assets;
(e) has obrained all gtwernnnemal and other consents, if any, that it is
f a �rcu i c Stain al c.:?nnectiort with its execution and delivery of this Termination Agreement,
tail sucr con-.enas are n full fo-ce and effect and all conditions of any such consents have been
complied
{) its obligations under this Termination Agreement constitute its legal, valid
;Arid inding obligations. enforceable in accordance with their respective terns (subject to
appliclable i-•ankruptcr . reorganization, insolvency, moratorium or similar laws affecting
c:Tediiors' ria:ht.s generally and subject, as to enforceability. to equitable principles of general
appliCutiOr°:. OTardless .if whether t nlbrcement is sought in aproceeding in equity or in law); and
g) -, has made its own independent decision to enter into this Termination
greeat-!Crit ,caged upon: its own Judgment and upon advice from such advisors as it has deemed
,tec:jez,ssary a.nJ no other pa-riv i acting as a fiduciary for or as an advisor to it in respect of this
SLY'AoTleitl�-X11.'-��I�'�?�'I�J2T.
_ . Governing L.aThis Termination Agreement will be governed by and construed
,,_ accordance: %villi th,, Jaws of the State of New York, without reference to choice of law
d")Ct., 3411t.
4 C.ounternans. -;`his Termination Agrecnlent may be executed in counterparts,
each. of a-hic, shall be deemed an original.
iN A D- NESS WHEREOF. the parties have executed this Termination Agreement as of
me Lute first above wTitlen-
t; ITIOROUP FlINIANCIAL PRODUCTS .INC,
By,
CITY OF LODI