Attachment No. 1
RESOLUTION NO. 24-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORWALK,
APPROVING THE EXECUTION AND DELIVERY OF A LEASE
AGREEMENT, A PURCHASER LETTER, AN ESCROW AGREEMENT
AND A LEASE PLACEMENT AGREEMENT; AND AUTHORIZING
CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, on November 7, 2023, the City Council of the City of Norwalk (the “City Council”) authorized an energy services contract between the City of Norwalk (the “City”) and Syserco Energy Solutions, Inc. (“Syserco”), to acquire from Syserco certain equipment to enable the City to reduce energy use and make more efficient use of energy and authorized the City Manager to begin the process of securing financing for the solar panel array portion of the project; and
WHEREAS, on November 16, 2023, the City and Syserco entered into an Energy Services Contract for the acquisition and installation of solar photovoltaic systems (the “Solar Photovoltaic Systems”); and
WHEREAS, on February 6, 2024, the City Council adopted Resolution No. 24-08 engaging Norton Rose Fulbright US LLP to serve as special counsel, Harrell & Company Advisors, LLC, to serve as municipal advisor, and Raymond James & Associates, Inc., to serve as lease placement agent; and
WHEREAS, on April 22, 2024, to seek financing for a portion of the cost of the Solar Photovoltaic Systems, the City issued a Request for Bids and Summary of Terms and Conditions (the “Request for Bids”) for a private placement bank; and WHEREAS, on May 6, 2024, the City received 5 responses to the Request for Bids; and
WHEREAS, City staff proposes Webster Bank, National Association (“Webster Bank”) to serve as the private placement bank, as the respondent that proposed the most favorable combined financing terms and price; and
WHEREAS, it is now proposed that the City and Webster Bank enter into a Lease Agreement (the “Lease Agreement”), pursuant to which the City will lease the Solar Photovoltaic Systems to Webster Bank, who will lease the Solar Photovoltaic Systems back to the City, the form of which Lease Agreement is on file with the City Clerk of the City; and
WHEREAS, the City Council has reviewed the Lease Agreement, including the Purchaser Letter attached thereto, an Escrow Agreement and a Lease Placement Agreement for the financing; and
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WHEREAS, the City Council desires to designate the Lease Agreement for purposes of Paragraph (3) of Section 265(b) of the Internal Revenue Code of 1986 (the "Code") as a "Qualified Tax-Exempt Obligation."
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NORWALK HEREBY DETERMINES, FINDS, AND RESOLVES AS FOLLOWS:
Section 1. The City Council finds that all the foregoing Recitals are true and correct.
Section 2. The Lease Agreement, including the Purchaser Letter attached thereto, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Mayor, the City Manager of the City or the Finance Director of the City, or their respective designees (each, an “Authorized Officer”) is hereby authorized to execute the Lease Agreement in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof, and the City Clerk is hereby authorized to attest to such execution. The aggregate principal amount of the base rental payments to be made under the Lease Agreement shall not exceed $5,500,000.
Section 3. The Escrow Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved.
Any one of the Authorized Officers is hereby authorized to execute the Escrow Agreement in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. The Lease Placement Agreement, in substantially the form on file with the City Clerk of the City and presented to the City Council at this meeting, is hereby approved. Any one of the Authorized Officers is hereby authorized to execute the Lease Placement Agreement in substantially the form on file, with such revisions, amendments and completions as shall be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. The Lease Agreement is hereby designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code.
Section 6. Any Authorized Officer and other appropriate officers and agents of the City are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the City, to execute and deliver a rate lock letter, purchaser letter and any and all other documents, certificates and agreements, including investment agreements, necessary or desirable in connection with the execution and delivery of the Lease Agreement, apply for any federal tax credits that may be available in connection with the Solar Photovoltaic Systems and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion to effectuate the actions which the City Council has approved in this Resolution.
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Section 7. All actions heretofore taken by any Authorized Officer or any officer, employee or agent of the City with respect to the execution and delivery of the Lease Agreement, or any matter related thereto are hereby approved, confirmed and ratified.
Section 8. This Resolution shall become effective immediately upon adoption.
Section 9. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect.
Section 10. The Mayor, or presiding officer, is hereby authorized to affix her signature to this Resolution signifying its adoption by the City Council and the City Clerk, or her duly appointed assistant, is directed to attest thereto.
APPROVED AND ADOPTED on this 28th day of May 2024.
MARGARITA L. RIOS
MAYOR
ATTEST:
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THERESA DEVOY, CMC
CITY CLERK