Attachment No. 1
RESOLUTION NO. 24-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORWALK
APPROVING THE ENGAGEMENT OF MUNICIPAL ADVISORS AND
BOND COUNSEL FOR THE PROPOSED ISSUANCE OF FINANCING OF
THE ENERGY SUSTAINABILITY PROJECT; AND THE SELECTION OF AN UNDERWRITER FOR THE SALE OF SUCH BONDS; AND TAKING
CERTAIN RELATED ACTIONS
WHEREAS, the City desires to enter in one or more bond financing transactions (the “Financing”) city-wide energy sustainability project (“Energy Project”); and WHEREAS, it is anticipated that the City or a related entity, such as the Norwalk Community Facilities Financing Authority (together, the “City”) will issue bonds (the “Bonds”), in one or more series, as part of the Financing, or will seek private placement; and
WHEREAS, the City desires to engage municipal advisors and a bond counsel and select underwriter/placement agent for the Financing; and WHEREAS, there has been submitted to the City through RFP No. 24-755 a proposal for the “Energy Project Financing Municipal Advisor Services” pursuant to which Harrell & Company Advisors, LLC (“Harrell & Co.”) will serve as the City’s municipal advisor for Energy Project financing; and
WHEREAS, there has been submitted to the City a letter proposal, dated January 26, 2024 (the “Bond Counsel Engagement Letter”), by the law firm of Norton Rose Fulbright US, LLP (“Fulbright”) setting forth the terms under which Fulbright will serve as bond counsel for the Financings; and
WHEREAS, the firm of Raymond James & Associates, Inc. (“Raymond James”) has responded to the City’s RFP No. 24-756 proposing to act as the underwriter/placement agent for the Energy Project financing and purchase the Bonds from the City for resale to investors, or act as placement agent in private financing; and WHEREAS, the purchase of the Raymond James will be subject to the terms and conditions set forth in one or more bond purchase agreements to be entered into by the City and Stifel.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORWALK, HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:
Section 1.The above recitals are true and correct and made a substantive part of this Resolution.
Section 2.The engagement of Harrell & Co., as municipal advisor for the energy sustainability project financing is hereby approved. The Energy Project Financing Municipal Advisor Agreement, in a form approved by the City Attorney. Each Authorized Resolution No. 24-08 Page 2 of 2
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Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Energy Project Financing Municipal Advisor Agreement in substantially said form, with such changes as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof).
Section 4.The engagement of Fulbright as bond counsel for the Financing pursuant to the terms set forth in the Bond Counsel Engagement Letter is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver such instrument as appropriate and necessary to evidence the City’s engagement of Fulbright pursuant to the terms set forth in the Bond Counsel Engagement Letter.
Section 5.The selection of Raymond James to act as the underwriter, or placement agent, for the energy project financing is hereby approved. The sale of the related bonds to Raymond James shall be subject to one or more bond purchase agreements, in the form to be approved by the City Council pursuant to subsequent resolution(s).
Section 7.The Authorized Officers and all other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents that they may deem necessary or advisable in order to effectuate the engagements and selection approved by this Resolution and any such actions previously taken by such officers are hereby ratified and confirmed.
Section 8.The Mayor, or presiding officer, is hereby authorized to affix her signature to this Resolution signifying its adoption by the City Council of the City of Norwalk and the City Clerk, or or her duly appointed assistant, is directed to attest thereto.
APPROVED AND ADOPTED on this 6th day of February 2024.
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MARGARITA L. RIOS
MAYOR
ATTEST:
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THERESA DEVOY, CMC
CITY CLERK