CITY OF FAIRFIELD
RESOLUTION NO. 2025-51
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF SPECIAL TAX BONDS FOR THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD) WITH
RESPECT TO ITS IMPROVEMENT AREA B, AND APPROVING AND AUTHORIZING RELATED
DOCUMENTS AND ACTIONS
RESOLVED by the City Council (the “City Council”) of the City of Fairfield (the “City”), County of Solano, State of California, that:
WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (“Mello-Roos Act”), to form “City of Fairfield Community Facilities District No. 2 016-1 (Villages at Fairfield)” (“CFD”) and “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield)" (“Improvement Area B”), to authorize the levy of special taxes upon the land within Improvement Area B and issue bonds in the aggregate principal amount of $25,000,000 secured by the special taxes levied in Improvement Area B for financing certain public improvements (“Authorized Facilities”), all as described in those proceedings ; and
WHEREAS, on Octobe r 18, 2016, by Resolution No. 2016 -237, the City Council adopted a Resolution adopting local goals and policies for community facilities districts (the “Goals and Policies”); and
WHEREAS, pursuant to Resolution No. 2019-179, which was adopted by the City Council on July 16, 2019 (“2019 Resolution of Issuance”) and a Fiscal Agent Agreement, dated as of August 1, 2019 (“Master Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A. (“Fiscal Agent”), the City Cou ncil previously issued the following special tax bonds on behalf of the CFD with respect to Improvement Area B (“2019 Bonds”):
$19,865,000 Improvement Area B of the City of Fairfield Community Facilities District No. 2016 - 1 (Villages at Fairfield) Special Tax Bonds, Series 2019A; and
WHEREAS, the City Council now wishes to provide for the issuance of one or more additional series of special tax bonds (the “Bonds”) on a parity basis with the 2019 Bonds to finance a portion of the Authorized Facilities and related costs and expenses; and
WHEREAS, there has been submitted to this City Council a form of a First Supplement to Fiscal Agent Agreement between the City and the Fiscal Agent (“First Supplement”; together with the Master Fiscal Agent Agreement, “Fiscal Agent Agreement”), which supplements the Master Fiscal Agent Agreement for the purpose of issuing one or more additional series of special tax bonds, RES. NO. 2025-51
and this City Council with the aid of its staff has reviewed the First Supplement and found it to be in proper order; and
WHEREAS, there has also been submitted to this City Council a form of preliminary Official Statement in connection with the marketing of the Bonds and this City Council, with the aid of its staff, has reviewed the preliminary Official S tatement to assure disclosure of all material facts relating to the Bonds, and the City Council wishes to approve the distribution of the preliminary Official Statement; and
WHEREAS, in accordance with Government Code Section 5852.1, the City Council has obtained and wishes to disclose the information set forth in Appendix A hereto; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the levy of the special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Mello-Roos Act.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. Recitals. The foregoing recitals are true and correct.
Section 2. Bonds Authorized. Pursuant to the Mello -Roos Act, this Resolution and the Fiscal Agent Agreement, one or more series of Bonds, in an aggregate principal amount not to exceed $5,000,000, are hereby authorized to be issued.
The Bonds shall be dated, bear interest at the rates, mature on the dates, be issued in the form, be subject to redemption, and otherwise be issued on the terms and conditions, all as set forth in the Fiscal Agent Agreement and in accordance with this Resolution; provided, however, that the interest rate borne by each series of Bonds shall not exceed the maximum rate authorized in this Resolution. The Bonds may be issued as tax -exempt bonds or as taxable bonds. The Fiscal Agent, an Authorized Officer (as defined herein) and other responsible officers of the City are hereby authorized and directed to take such actions as are required to cause the delivery of the Bonds upon receipt of the purchase price thereof.
Section 3. Compliance with the Goals and Policies. The City Council hereby finds that the issuance of the Bonds is in compliance with the Mello -Roos Act and applicable provisions of the City’s Goals and Policies. More specifically, this City Council hereby makes the following determinations:
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(a) The rate and method of apportionment of special taxes for Improvement Area B is in compliance with the Goals and Policies.
(b) Section 53345.8 of the Mello -Roos Act requires, with certain exceptions, that the value of the real property subject to special taxes levied in Improvement Area B must be at least three times the principal amount of the Bonds and the principal amount of all other bonds that will be outstanding following issuance of the Bonds that are secured by a special tax levied pursuant to the Mello -Roos Act on property within the Improvement Area B or a special assessment levied on property within Improvement Area B, a nd this City Council hereby determines that, based on tax year 2024 -25 assessed values of the taxable property in Improvement Area B, the value of the property within Improvement Area B is at least three times (i) the maximum initial principal amount of th e Bonds authorized by this Resolution and (ii) the outstanding principal amount of all other outstanding bonds that are secured by a special tax or special assessment levied on property within Improvement Area B, including the 2019 Bonds.
(c) To the extent a pplicable, the provision requiring property owners to provide continuing disclosure as long as they own property that is responsible for at least 10% of the special taxes in Improvement Area B is hereby waived so that the threshold can be established for the Bonds at a level acceptable to the Underwriter.
Section 4. Authorities Granted. To the extent permitted by law, the Mayor, the City Manager, the Finance Director or such other official of the City as may be designated by the Mayor, the City Manager o r the Finance Director (each, an “Authorized Officer”) is hereby authorized and directed to execute and deliver the documents approved herein in substantially the form on file with the City Clerk, together with such additions or changes as are approved by such Authorized Officer upon consultation with the City Attorney and the City’s bond counsel, including such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery by an Authorized Officer of the documents herein specified.
Section 5. First Supplement to Fiscal Agent Agreement. The City Council hereby approves the form of the First Supplement with respect to the Bonds, in substantially the form on file with the City Clerk. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the First Supplement as finally executed and delivered. The terms and provisions of the First Supplement, as executed, are incorporated herein by this reference as if fully set forth herein. An Authorized Officer is hereby authorized and directed to execute the First Supplement on behalf of the City, with such changes, additions or deletions as may be approved by the Authorized Officer, and the City Clerk is hereby RES. NO. 2025-51
authorized and directed to at test thereto, subject to such First Supplement complying with the terms set forth in this Resolution.
Section 6. Official Statement. The City Council hereby approves the Official Statement prepared in connection with the Bonds in the form on file with t he City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer after consultation with the City’s disclosure counsel. The Board hereby approves and authorizes the distribution by the Underwriter of the Bond s (defined below) of the preliminary Official Statement to prospective purchasers of the Bonds, and authorizes and directs an Authorized Officer on behalf of the City to deem the preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (“Rule”) prior to its distribution to prospective purchasers of the Bonds.
The execution of the final Official Statement, which shall include then current financial information regarding Improvement Area B and such other chang es and additions thereto deemed advisable by an Authorized Officer and such information permitted to be excluded from the preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the City.
Section 7. Continuing Disclosure. The City Council hereby approves the form of the continuing disclosure certificate (“Continuing Disclosure Certificate”) with respect to the Bonds in the form thereof attached to the Official Statement on file with the City Clerk. An Authorized Officer is hereby authorized and directed to complete and execute the Continuing Disclosure Certificate on behalf of the City with such changes, additions or deletions as may be approved by the Authorized Officer in consultation with the City’s disclosure counsel.
Section 8. Bond Purchase Agreement. That the form of the Bond Purchase Agreement ("Purchase Contract") providing for the sale of the Bonds by the City to Stifel, Nicolaus & Company, Incorporated, as underwriter ("Underwriter"), on file with the City Clerk is hereby approved and each of the Authorized Officers is hereby authorized to execute the Purchase Contract in the form so approved, with such additions thereto and change s therein as are necessary to conform the Purchase Contract to the dates, amounts and interest rates applicable to the Bonds as of the sale date or as are approved by an Authorized Officer upon consultation with the City Attorney and the City’s bond counse l; provided that the maximum amount of Underwriter’s discount on the sale of each series of Bonds may not exceed 4.0% of the par amount of such series of Bonds and the true interest cost of the Bonds may not exceed 5.50%.
Approval of such additions and cha nges shall be conclusively evidenced by the execution and delivery of the Purchase Contract by an Authorized Officer. This City Council hereby finds that the sale of the Bonds to the Underwriter at a negotiated sale pursuant to the Purchase Contract will result in a lower overall cost than would be achieved by selling the Bonds utilizing competitive bidding.
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Section 9. Bond Delivery. That the Bonds shall be prepared, executed and delivered to the Fiscal Agent for authentication, all in accordance with the terms of the Fiscal Agent Agreement and the Purchase Contract.
Section 10. Actions Authorized. That all actions heretofore taken by the officers and agents of the City (including, but not limited to, the Authorized Officers) with respect to the establishment of the CFD and Improvement Area B, the annexation of properties to Improvement Area B, the levy of the special tax and the issuance of the Bonds are hereby approved, confirmed and ratified, and the appropriate officers of the City are hereby autho rized and directed to do any and all things and take any and all actions (including determining to purchase municipal bond and reserve fund insurance policies and to pay the premiums with proceeds of the Bonds) and execute any and all certificates, agreeme nts and other documents, which they, or any of them, may deem necessary or advisable in order to accomplish the purposes of this Resolution and consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, any determination a uthorized by this Resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Officer, as defined herein, may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.
Section 11. Effectiveness. That this Resolution shall take effect upon its adoption.
PASSED AND ADOPTED this 1st day of April 2025, by the following vote:
AYES: MEMBERS: MOY/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________
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MAYOR
ATTEST:
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CITY CLERK