CITY OF FAIRFIELD
RESOLUTION NO. 2025-170
APPROVAL OF AN EQUIPMENT LEASE/PURCHASE AGREEMENT AND AN ESCROW AND
ACCOUNT CONTROL AGREEMENT WITH BANC OF AMERICA PUBLIC CAPITAL CORP TO
FINANCE ENERGY EFFICIENCY IMPROVEMENTS, AND DECLARATION OF INTENTION TO
REIMBURSE EXPENSES
WHEREAS, the City is authorized by Chapter 3.2 of Division 5 of Title 1 of the California Government Code to enter into a facility financing contract to provide financing for an energy conservation facility (including conservation measur es located in public buildings or on land owned by the City), which facility financing contract may provide for the lease of the energy conservation facility, if the council finds, at a regularly scheduled public hearing, public notice of which is given at least two weeks in advance, that it is in the best interest of the City to enter into such agreement and if funds for the repayment of the financing or the cost of design, construction, and operation of the energy conservation facility, or both, as requir ed by the contract, are projected to be available from revenues resulting from sales of electricity or thermal energy from the facility or from funding that otherwise would have been used for purchase of electrical, thermal, or other energy required by the City in the absence of the energy conservation facility, or both; and
WHEREAS, on December 3, 2024, after holding a duly noticed public hearing, the council adopted its Resolution No. 2024 -279, pursuant to which the council made certain findings required by applicable California law and approved entering into an Energy Savings Performance Contract (the “Energy Services Contract”) with Willdan Energy Solutions for the implementation of energy savings efficiency measures, or other operating cost saving measu res and equipment, as well as energy generation measures; and
WHEREAS, the City desires to acquire, finance and lease certain property described in the Energy Services Contract having a project cost of approximately $23,000,000 (collectively, the “Equipment”) pursuant to an Equipment Lease/Purchase Agreement (the “Agreement”) with Banc of America Public Capital Corp (or one of its affiliates), as lessor (the “Lessor”), the form of which has been presented to the council of the City at this meeting; and
WHEREAS, the council of the City deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Agreement and the other documentation relating to the acquisition, financing and leasing of the Equipment to be therein described on the terms and conditions therein and herein provided; and
WHEREAS, the information required to be obtained and disclosed by the council pursuant to Section 5852.1 of the California Government Code with respect to the financing of the Equipment is set forth in the staff report accompanying this Resolution; and
RES. NO. 2025-170
WHEREAS, the City intends to use a portion of the proceeds of the Agreement to reimburse expenditures made by the City for the Energy Services Contract prior to the exec ution of the Agreement.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:
Section 1. Recitals. The foregoing recitals are true and correct.
Section 2. Findings and Determinations . The council hereby finds and determines that, on the date hereof, the council held a duly noticed public hearing at which all interested persons were given the opportunity to be heard on the topic of the Agreement and the financing of the Equipment, and the council has duly considered all such comments.
The council hereby finds and determines that the terms of the Agreement, in the form presented to the governing body of City at this meeting, are in the best interests of the City for the acquisition, financing and leasing of the Equipment.
Section 3. Approval of Documents . The Agreement and the related Escrow and Account Control Agreement (the “Escrow Agreement”) by and among Banc of America Public Capital Corp, the City and UMB Bank, National Association are hereby approved in substantially the forms presented at this meeting, with such insertions, omissions and changes as shall be approved by the City Attorney, working with special legal counsel Jones Hall LLP, to put the Agreement and the Escrow Agreement i n final form, the execution and delivery of such documents by the City being conclusive evidence of such approval; provided, that the par amount of the Agreement shall not exceed $23,000,000 and the initial, tax -exempt interest rate shall not exceed 4.1% (exclusive of adjustments to the rate upon an event of default or event of taxability). Subject to the foregoing, 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 or th e finance director (each, an “Authorized Officer”) , each acting alone, is hereby authorized and directed to execute (in writing or electronically), and the city clerk of the City is hereby authorized and directed to attest (if necessary), the Agreement, t he Escrow Agreement and any other related exhibits attached thereto, and to deliver the Agreement, the Escrow Agreement (including such other exhibits) to the respective parties thereto, and the city clerk of the City is hereby authorized to affix the seal of the City to such documents, to the extent deemed necessary.
Section 4. Reimbursement Intent. The council hereby declares that it reasonably expects (i) to pay certain costs of the Energy Services Contract prior to the date of execution of the Agreement and (ii) to use a portion of the proceeds of the Agreement for reimbursement of expenditures for the Energy Services Contract that are paid before the date of execution of the Agreement.
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Section 5. Other Actions Authorized . The Authorized Offic ers and the other officers and employees of the City shall take all action necessary or reasonably required by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby (including the execution (in writing or electronically) and delivery of a final acceptance certificate, the Escrow Agreement, disbursement requests and any tax certificates, as contemplated in the Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution (in writing or electronically) and delivery of any closing and other documents required to be delivered in connection with the Agreement or the Escrow Agreement, including without limitation any memorandum of understanding regarding the vendor contract..
Section 6. No General Liability . Nothing contained in this Resolution, the Agreement, the Escrow Agreement nor any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the gene ral credit of the City or against its taxing power, nor shall the breach of any agreement contained in this Resolution, the Agreement, the Escrow Agreement or any other instrument or document executed in connection therewith impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent that the Rental Payments payable under the Agreement are limited obligations of the City, subject to annual appropriation, as provided in the Agreement.
Section 7. Appointment of Authorized Representatives. The Authorized Officers, each acting alone, are hereby designated to act as authorized representatives of the City for purposes of the Agreement and the Escrow Agreement until such time as the governing body of the City shall designate any other or different authorized representative for purposes of the Agreement or the Escrow Agreement. Whenever in this Resolution any officer of the City is authorized to execute or attest to any document or take any other action, such execution, attestation, or other action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable.
Section 8. Appointment of Legal Counsel . In connection with the transactions described in this Resolution, the council hereby authorizes, r atifies and confirms the appointment of Jones Hall LLP, to serve as special legal counsel, with the fees and expenses of such firm payable from the proceeds of the financing. An Authorized Officer is authorized to execute a professional services agreement with Jones Hall LLP, as and to the extent deemed necessary.
Section 9. Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of su ch section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution.
Section 10. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of s uch inconsistency with respect to this RES. NO. 2025-170
Resolution. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof.
Section 11. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.
PASSED AND ADOPTED this 19th day of August 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