Agenda, first session — Fairfield City Council, August 15, 2023 (part 1 of 6)

For individuals with hearing or speaking limitations, dial 711 or (800) 7352922 (English). For Spanish, Tagalog or other language, please dial (800) 8553000 and provide the communication assistant with the following City telephone number: (707) 3994010.

Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99, and webstreamed live at www.youtube.com/user/FFCATV/live . The public may join the meeting via Zoom at https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or via phone (408) 6380968, Webinar ID: 890 6021 3840, Passcode: 7074287400 CALL TO ORDER 6:00 PM
ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Scott Tonnesen
Councilmember Rick Vaccaro
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Catherine "Cat" Moy
INVOCATION Worship Pastor Lilia Dardon, I Am Church
PLEDGE OF ALLEGIANCE
COUNCIL REPORTS
CITY MANAGER REPORT
CITY ATTORNEY REPORT
Packet Page 1 of 860

1.Settlement Announcement of Worker’s Compensation Claim and Release for Marna Rollins in the amount of $90,000 (Claim No. FFL2300049)
CITY CLERK REPORT

PRESENTATIONS

2.Fairfield 101 Civic Academy Graduation
Contact:Esther Beavers, (707) 4287402
a
PUBLIC COMMENTS
PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back to the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item.

CONVENE MEETING OF THE HOUSING AUTHORITY
The holding of a joint meeting of the City Council and Housing Authority entitles the councilmembers to receive additional compensation of $35 for attending this joint meeting.

ROLL CALL
Commissioner Doug Carr
Commissioner Doriss Panduro
Commissioner Scott Tonnesen
Commissioner Rick Vaccaro
Commissioner K. Patrice Williams
Vice Chair Pam Bertani
Chair Catherine "Cat" Moy
HOUSING AUTHORITY CONSENT CALENDAR
HOUSING AUTHORITY CONSENT CALENDAR NOTICE
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the Authority or the public requests that separate action be taken on a specific item.

3.Resolution HA202305 of the Fairfield Housing Authority Approving the Fourth Amendment to the Disposition and Development Agreement by and Among the Fairfield Housing Authority, Affordable Housing Alliance II, Incorporation, and Sutton Place Development Corporation for Land Located at 1600 Woolner Avenue (Parkside Flat), Fairfield, CA Recommended Action
Adopt resolution.

Packet Page 2 of 860

Funding Source
N/A
Contact:LaTanya Terrones, (707) 4287454
a
CONVENE MEETING OF THE SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY
SUCCESSOR AGENCY NEW BUSINESS

4.Resolution SA202301 of the Successor Agency to the Fairfield Redevelopment Agency Approving the Issuance of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds of the Former Redevelopment Agency, Approving the Form of and Execution and Delivery of an Indenture of Trust and Other Documents, Requesting Oversight Board Approval of the Issuance of the Refunding Bonds, and Providing Other Matters Relating to the Issuance of the Refunding Bonds
Recommended Action
Adopt resolution.

Funding Source
N/A
John Furtado, (707) 4287629
a
RECONVENE MEETING OF THE CITY COUNCIL
CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

5.Approval of Meeting Minutes from July 2023
Recommended Action
Approve the meeting minutes.

Funding Source
N/A
Contact:Esther Beavers, (707) 4287402
a

6.Minute Action Approving the Letter of Support for the City of Benicia’s Request to the State Legislature to Increase Solano County’s Sales Tax Cap Rate from 9.25% to 9.75% Recommended Action
By minute action, approve the letter of support authorizing the mayor to sign the attached letter on behalf of the City of Fairfield.

Funding Source
NA
Contact:Anna Guiles, (707) 4287399
a

7.Resolution 2023206 of the City Council of the City of Fairfield Approving the Response to the 20222023 Solano County Civil Grand Jury Report Entitled, “Solano County Emergency Dispatch Report”
Recommended Action
Packet Page 3 of 860

Funding Source
N/A
Contact:Dan Marshall, (707) 5801055
a

8.Resolution 2023207 of the City Council of the City of Fairfield Updating the Files Management Manual Records Retention Schedule into a Citywide Retention Schedule Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Esther Beavers, (707) 4287402
a

9.Resolution 2023208 of the City Council of the City of Fairfield Authorizing the City Manager to appoint the Homeless Services Manager to the Technical Advisory Committee for the CAP Solano JPA with the Homeless Services Management Analyst as the Alternate Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:April Cobb, (707) 4287609
a

10.Resolution 2023209 of the City Council of the City of Fairfield Accepting the Subdivision Improvements for the Villages at Fairfield – Village I – Unit 2 Subdivision as Complete Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Roger Dunham, (707) 4287478
a

11.Resolution 2023210 of the City Council of the City of Fairfield Accepting the Subdivision Improvements for the Villages at Fairfield – Village II – Lot 1 Subdivision as Complete Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Roger Dunham, (707) 4287478
a

12.Resolution 2023211 of the City Council of the City of Fairfield Accepting the Subdivision Improvements for the Villages at Fairfield – Village II – Lot 3 Subdivision as Complete Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Roger Dunham, (707) 4287478
a
Packet Page 4 of 860

13.Resolution 2023212 of the City Council of the City of Fairfield Approving the Plans and Specifications, Awarding a Contract to Bear Electrical Solutions, Inc. for the Fairfield Adaptive System Traffic Signal Improvement Project, Federal Aid Project No. HSIPL 5132(050), and Authorizing an Update to the Fiscal Year 20232024 Budget Recommended Action
Adopt resolution.

Funding Source
$4,065,050; Capital Streets Fund
Contact:Phil Layoso, (707) 4287505
a

14.Resolution 2023213 of the City Council of the City of Fairfield Declaring Its Intention to Annex Territory (Brighton Place) to Community Facilities District No. 20122 and Authorizing the Levy of Special Taxes Therein for Annexation No. 64
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Chris Lewis, (707) 4287089
a

15.Resolution 2023214 of the City Council of the City of Fairfield Authorizing the City Manager to Execute a Funding Agreement (Regional Transportation Impact Fee) Between the City of Fairfield and Solano Transportation Authority for the Canon Road Rail Overcrossing Interim and NearTerm Improvements Project; and
Resolution 2023215 of the City Council of the City of Fairfield Authorizing the City Manager to Execute a Funding Agreement (Regional Transportation Impact Fee) Between the City of Fairfield and Solano Transportation Authority for the West Texas Complete Streets Project and Authorizing an Update to the Fiscal Year 20232024 Budget Recommended Action
Adopt resolutions.

Funding Source
N/A
Contact:Ryan Panganiban, (707) 4287017
a

16.Resolution 2023216 of the City Council of the City of Fairfield Approving the Amended Vehicle and Equipment Purchases for the Fiscal Year 20232024 and Authorizing an Update to the Fiscal Year 20232024 Budget
Recommended Action
Adopt resolution.

Funding Source
$252,000; Public Works Vehicle Replacement Fund
Contact:David Renschler, (707) 4287414
a
NEW BUSINESS

17.Minute Action Approving Mayor’s Appointments to the Rockville Hills Regional Park Citizen Advisory Committee
Recommended Action
Packet Page 5 of 860

CITY OF FAIRFIELDFAIRFIELD CITY COUNCILAMENDED CONCURRENT MEETINGTUESDAY, AUGUST 15, 2023; 6:00 PMCOUNCIL CHAMBER, 1000 WEBSTER STREET, FAIRFIELD,CA 94533 OR VIA ZOOMAGENDANotice to PublicThe City of Fairfield is committed to providing meeting facilities that areaccessible to persons with disabilities and/or have language barriers. To requestmeeting materials in alternative formats, or to request a sign languageinterpreter, realtime captioning, or other accommodation, please contact theCity Clerk's Office, at least 72 hours in advance of the meeting at (707) 4287400.For individuals with hearing or speaking limitations, dial 711 or (800) 7352922(English). For Spanish, Tagalog or other language, please dial (800) 8553000and provide the communication assistant with the following City telephonenumber: (707) 3994010.Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99, andwebstreamed live at www.youtube.com/user/FFCATV/live . The public may join the meeting via Zoomat https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or viaphone (408) 6380968, Webinar ID: 890 6021 3840, Passcode: 7074287400CALL TO ORDER 6:00 PMROLL CALLCouncilmember Doug CarrCouncilmember Doriss PanduroCouncilmemberScott TonnesenCouncilmember Rick VaccaroCouncilmember K. Patrice Williams Vice Mayor Pam BertaniMayor Catherine "Cat" MoyINVOCATION Worship Pastor Lilia Dardon, I Am ChurchPLEDGE OF ALLEGIANCECOUNCIL REPORTSCITY MANAGER REPORTCITY ATTORNEY REPORT1.Settlement Announcement of Worker’s Compensation Claim and Release for Marna Rollins inthe amount of $90,000 (Claim No. FFL2300049)CITY CLERK REPORTPRESENTATIONS2.Fairfield 101 Civic Academy GraduationContact:Esther Beavers, (707) 4287402aPUBLIC COMMENTS PUBLIC COMMENTSPersons wishing to address the City Council on subjects not on the agenda but within the jurisdictionof the council may do so at this time. The council cannot discuss or take action on matters not on theagenda for this meeting, but councilmembers may briefly respond to statements made or questionsraised by the public, ask for clarification from staff, refer the matter to staff, request staff to report backto the council at a subsequent meeting, or place the matter on a future agenda. To speak on anagenda item please use the “raise your hand” feature or press *9 on your phone. Speakers arelimited to three minutes per item.CONVENE MEETING OF THE HOUSING AUTHORITYThe holding of a joint meeting of the City Council and Housing Authority entitles thecouncilmembers to receive additional compensation of $35 for attending this joint meeting.ROLL CALLCommissioner Doug CarrCommissioner Doriss PanduroCommissioner Scott TonnesenCommissioner Rick VaccaroCommissioner K. Patrice Williams Vice Chair Pam BertaniChair Catherine "Cat" MoyHOUSING AUTHORITY CONSENT CALENDARHOUSING AUTHORITY CONSENT CALENDAR NOTICEAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe Authority or the public requests that separate action be taken on a specific item.3.Resolution HA202305 of the Fairfield Housing Authority Approving the Fourth Amendment tothe Disposition and Development Agreement by and Among the Fairfield Housing Authority,Affordable Housing Alliance II, Incorporation, and Sutton Place Development Corporation forLand Located at 1600 Woolner Avenue (Parkside Flat), Fairfield, CARecommended ActionAdopt resolution.Funding SourceN/AContact:LaTanya Terrones, (707) 4287454aCONVENE MEETING OF THE SUCCESSOR AGENCY TO THE FAIRFIELDREDEVELOPMENT AGENCYSUCCESSOR AGENCY NEW BUSINESS4.Resolution SA202301 of the Successor Agency to the Fairfield Redevelopment AgencyApproving the Issuance of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds ofthe Former Redevelopment Agency, Approving the Form of and Execution and Delivery of anIndenture of Trust and Other Documents, Requesting Oversight Board Approval of the Issuanceof the Refunding Bonds, and Providing Other Matters Relating to the Issuance of the RefundingBondsRecommended ActionAdopt resolution.Funding SourceN/AJohn Furtado, (707) 4287629aRECONVENE MEETING OF THE CITY COUNCILCONSENT CALENDARAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe City Council or the public requests that separate action be taken on a specific item.5.Approval of Meeting Minutes from July 2023Recommended ActionApprove the meeting minutes.Funding SourceN/AContact:Esther Beavers, (707) 4287402a6.Minute Action Approving the Letter of Support for the City of Benicia’s Request to the StateLegislature to Increase Solano County’s Sales Tax Cap Rate from 9.25% to 9.75%Recommended ActionBy minute action, approve the letter of support authorizing the mayor to sign the attached letteron behalf of the City of Fairfield.Funding SourceNAContact:Anna Guiles, (707) 4287399a7.Resolution 2023206 of the City Council of the City of Fairfield Approving the Response to the20222023 Solano County Civil Grand Jury Report Entitled, “Solano County EmergencyDispatch Report”Recommended ActionAdopt resolution.Funding SourceN/AContact:Dan Marshall, (707) 5801055a8.Resolution 2023207 of the City Council of the City of Fairfield Updating the Files ManagementManual Records Retention Schedule into a Citywide Retention ScheduleRecommended ActionAdopt resolution.Funding SourceN/AContact:Esther Beavers, (707) 4287402a9.Resolution 2023208 of the City Council of the City of Fairfield Authorizing the City Manager toappoint the Homeless Services Manager to the Technical Advisory Committee for the CAPSolano JPA with the Homeless Services Management Analyst as the AlternateRecommended ActionAdopt resolution.Funding SourceN/AContact:April Cobb, (707) 4287609a10.Resolution 2023209 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village I – Unit 2 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a11.Resolution 2023210 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village II – Lot 1 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a12.Resolution 2023211 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village II – Lot 3 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a13.Resolution 2023212 of the City Council of the City of Fairfield Approving the Plans andSpecifications, Awarding a Contract to Bear Electrical Solutions, Inc. for the Fairfield AdaptiveSystem Traffic Signal Improvement Project, Federal Aid Project No. HSIPL 5132(050), andAuthorizing an Update to the Fiscal Year 20232024 BudgetRecommended ActionAdopt resolution.Funding Source$4,065,050; Capital Streets FundContact:Phil Layoso, (707) 4287505a14.Resolution 2023213 of the City Council of the City of Fairfield Declaring Its Intention to AnnexTerritory (Brighton Place) to Community Facilities District No. 20122 and Authorizing the Levyof Special Taxes Therein for Annexation No. 64Recommended ActionAdopt resolution.Funding SourceN/AContact:Chris Lewis, (707) 4287089a15.Resolution 2023214 of the City Council of the City of Fairfield Authorizing the City Manager toExecute a Funding Agreement (Regional Transportation Impact Fee) Between the City ofFairfield and Solano Transportation Authority for the Canon Road Rail Overcrossing Interim andNearTerm Improvements Project; and Resolution 2023215 of the City Council of the City of Fairfield Authorizing the City Manager toExecute a Funding Agreement (Regional Transportation Impact Fee) Between the City ofFairfield and Solano Transportation Authority for the West Texas Complete Streets Project andAuthorizing an Update to the Fiscal Year 20232024 BudgetRecommended ActionAdopt resolutions.Funding SourceN/AContact:Ryan Panganiban, (707) 4287017a16.Resolution 2023216 of the City Council of the City of Fairfield Approving the Amended Vehicleand Equipment Purchases for the Fiscal Year 20232024 and Authorizing an Update to theFiscal Year 20232024 BudgetRecommended ActionAdopt resolution.Funding Source$252,000; Public Works Vehicle Replacement FundContact:David Renschler, (707) 4287414aNEW BUSINESS17.Minute Action Approving Mayor’s Appointments to the Rockville Hills Regional Park Citizen Advisory Committee
Recommended Action
Approve appointments. Perform oath of office.

Funding Source
N/A
Contact:Karen Rees, (707) 4287767
a

18.Minute Action Approving Mayor’s Appointments to the Landscape Oversight Committee Recommended Action
Approve appointments. Perform oath of office.

Funding Source
N/A
Contact:Karen Rees, (707) 4287767
a

19.Resolution 2023217 of the City Council of the City of Fairfield Authorizing the City Manager to Negotiate Golf Course Management Agreement with Touchstone Golf Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Kristina Kaunzinger, (707) 4287470
a

20.Resolution 2023218 of the City Council of the City of Fairfield Allowing the City of Fairfield to Hire Lynette Syme as a PartTime Senior Transportation Technician Retired Annuitant Without a SixMonth Break in Service
Recommended Action
Adopt resolution.

Funding Source
$50,000; Transportation Enterprise Fund
Contact:Farbod Pirouzmand, (707) 4287397
a
PUBLIC HEARINGS

21.Public Hearing; and Three Options Concerning the Green Valley 3 Apartment Project:

Option 1:

Resolution 2023219 of the City Council of the City of Fairfield Approving a General Plan Amendment (GPA2021001), Development Review (DR2021013), and Certifying an Environmental Impact Report (ER2021036) for the Green Valley 3 Apartments Project Involving a Multifamily Residential Development with 185 Apartments on Approximately 5.78 acres at 4840 Business Center Drive (APN: 0148540350); and
First Reading and Introduction of an Ordinance 202310 of the City Council of the City of Fairfield Amending Chapter 25, Article I of the Fairfield City Code, also known as the City of Fairfield Zoning Map, to Rezone one parcel at 4840 Business Center Drive (APN: 0148540 350) from Industrial Business Park – North Cordelia Overlay (IBP – NC) District to Residential, Very High Density – North Cordelia Overlay (RVH – NC) District Option 2:

Resolution 2023220 of the City Council of the City of Fairfield Denying a General Plan Amendment (GPA2021001), Zone Change (ZC2021003), and Development Review Packet Page 6 of 860

CITY OF FAIRFIELDFAIRFIELD CITY COUNCILAMENDED CONCURRENT MEETINGTUESDAY, AUGUST 15, 2023; 6:00 PMCOUNCIL CHAMBER, 1000 WEBSTER STREET, FAIRFIELD,CA 94533 OR VIA ZOOMAGENDANotice to PublicThe City of Fairfield is committed to providing meeting facilities that areaccessible to persons with disabilities and/or have language barriers. To requestmeeting materials in alternative formats, or to request a sign languageinterpreter, realtime captioning, or other accommodation, please contact theCity Clerk's Office, at least 72 hours in advance of the meeting at (707) 4287400.For individuals with hearing or speaking limitations, dial 711 or (800) 7352922(English). For Spanish, Tagalog or other language, please dial (800) 8553000and provide the communication assistant with the following City telephonenumber: (707) 3994010.Members of the public can observe the meeting on Comcast Cable Channel 26, ATT UVerse 99, andwebstreamed live at www.youtube.com/user/FFCATV/live . The public may join the meeting via Zoomat https://fairfieldca.zoom.us/j/89060213840?pwd=UUd0WlpEMStLemcxbld4dzVMK3Z5dz09 or viaphone (408) 6380968, Webinar ID: 890 6021 3840, Passcode: 7074287400CALL TO ORDER 6:00 PMROLL CALLCouncilmember Doug CarrCouncilmember Doriss PanduroCouncilmemberScott TonnesenCouncilmember Rick VaccaroCouncilmember K. Patrice Williams Vice Mayor Pam BertaniMayor Catherine "Cat" MoyINVOCATION Worship Pastor Lilia Dardon, I Am ChurchPLEDGE OF ALLEGIANCECOUNCIL REPORTSCITY MANAGER REPORTCITY ATTORNEY REPORT1.Settlement Announcement of Worker’s Compensation Claim and Release for Marna Rollins inthe amount of $90,000 (Claim No. FFL2300049)CITY CLERK REPORTPRESENTATIONS2.Fairfield 101 Civic Academy GraduationContact:Esther Beavers, (707) 4287402aPUBLIC COMMENTS PUBLIC COMMENTSPersons wishing to address the City Council on subjects not on the agenda but within the jurisdictionof the council may do so at this time. The council cannot discuss or take action on matters not on theagenda for this meeting, but councilmembers may briefly respond to statements made or questionsraised by the public, ask for clarification from staff, refer the matter to staff, request staff to report backto the council at a subsequent meeting, or place the matter on a future agenda. To speak on anagenda item please use the “raise your hand” feature or press *9 on your phone. Speakers arelimited to three minutes per item.CONVENE MEETING OF THE HOUSING AUTHORITYThe holding of a joint meeting of the City Council and Housing Authority entitles thecouncilmembers to receive additional compensation of $35 for attending this joint meeting.ROLL CALLCommissioner Doug CarrCommissioner Doriss PanduroCommissioner Scott TonnesenCommissioner Rick VaccaroCommissioner K. Patrice Williams Vice Chair Pam BertaniChair Catherine "Cat" MoyHOUSING AUTHORITY CONSENT CALENDARHOUSING AUTHORITY CONSENT CALENDAR NOTICEAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe Authority or the public requests that separate action be taken on a specific item.3.Resolution HA202305 of the Fairfield Housing Authority Approving the Fourth Amendment tothe Disposition and Development Agreement by and Among the Fairfield Housing Authority,Affordable Housing Alliance II, Incorporation, and Sutton Place Development Corporation forLand Located at 1600 Woolner Avenue (Parkside Flat), Fairfield, CARecommended ActionAdopt resolution.Funding SourceN/AContact:LaTanya Terrones, (707) 4287454aCONVENE MEETING OF THE SUCCESSOR AGENCY TO THE FAIRFIELDREDEVELOPMENT AGENCYSUCCESSOR AGENCY NEW BUSINESS4.Resolution SA202301 of the Successor Agency to the Fairfield Redevelopment AgencyApproving the Issuance of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds ofthe Former Redevelopment Agency, Approving the Form of and Execution and Delivery of anIndenture of Trust and Other Documents, Requesting Oversight Board Approval of the Issuanceof the Refunding Bonds, and Providing Other Matters Relating to the Issuance of the RefundingBondsRecommended ActionAdopt resolution.Funding SourceN/AJohn Furtado, (707) 4287629aRECONVENE MEETING OF THE CITY COUNCILCONSENT CALENDARAll matters listed on the Consent Calendar are to be approved with one motion unless a member ofthe City Council or the public requests that separate action be taken on a specific item.5.Approval of Meeting Minutes from July 2023Recommended ActionApprove the meeting minutes.Funding SourceN/AContact:Esther Beavers, (707) 4287402a6.Minute Action Approving the Letter of Support for the City of Benicia’s Request to the StateLegislature to Increase Solano County’s Sales Tax Cap Rate from 9.25% to 9.75%Recommended ActionBy minute action, approve the letter of support authorizing the mayor to sign the attached letteron behalf of the City of Fairfield.Funding SourceNAContact:Anna Guiles, (707) 4287399a7.Resolution 2023206 of the City Council of the City of Fairfield Approving the Response to the20222023 Solano County Civil Grand Jury Report Entitled, “Solano County EmergencyDispatch Report”Recommended ActionAdopt resolution.Funding SourceN/AContact:Dan Marshall, (707) 5801055a8.Resolution 2023207 of the City Council of the City of Fairfield Updating the Files ManagementManual Records Retention Schedule into a Citywide Retention ScheduleRecommended ActionAdopt resolution.Funding SourceN/AContact:Esther Beavers, (707) 4287402a9.Resolution 2023208 of the City Council of the City of Fairfield Authorizing the City Manager toappoint the Homeless Services Manager to the Technical Advisory Committee for the CAPSolano JPA with the Homeless Services Management Analyst as the AlternateRecommended ActionAdopt resolution.Funding SourceN/AContact:April Cobb, (707) 4287609a10.Resolution 2023209 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village I – Unit 2 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a11.Resolution 2023210 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village II – Lot 1 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a12.Resolution 2023211 of the City Council of the City of Fairfield Accepting the SubdivisionImprovements for the Villages at Fairfield – Village II – Lot 3 Subdivision as CompleteRecommended ActionAdopt resolution.Funding SourceN/AContact:Roger Dunham, (707) 4287478a13.Resolution 2023212 of the City Council of the City of Fairfield Approving the Plans andSpecifications, Awarding a Contract to Bear Electrical Solutions, Inc. for the Fairfield AdaptiveSystem Traffic Signal Improvement Project, Federal Aid Project No. HSIPL 5132(050), andAuthorizing an Update to the Fiscal Year 20232024 BudgetRecommended ActionAdopt resolution.Funding Source$4,065,050; Capital Streets FundContact:Phil Layoso, (707) 4287505a14.Resolution 2023213 of the City Council of the City of Fairfield Declaring Its Intention to AnnexTerritory (Brighton Place) to Community Facilities District No. 20122 and Authorizing the Levyof Special Taxes Therein for Annexation No. 64Recommended ActionAdopt resolution.Funding SourceN/AContact:Chris Lewis, (707) 4287089a15.Resolution 2023214 of the City Council of the City of Fairfield Authorizing the City Manager toExecute a Funding Agreement (Regional Transportation Impact Fee) Between the City ofFairfield and Solano Transportation Authority for the Canon Road Rail Overcrossing Interim andNearTerm Improvements Project; and Resolution 2023215 of the City Council of the City of Fairfield Authorizing the City Manager toExecute a Funding Agreement (Regional Transportation Impact Fee) Between the City ofFairfield and Solano Transportation Authority for the West Texas Complete Streets Project andAuthorizing an Update to the Fiscal Year 20232024 BudgetRecommended ActionAdopt resolutions.Funding SourceN/AContact:Ryan Panganiban, (707) 4287017a16.Resolution 2023216 of the City Council of the City of Fairfield Approving the Amended Vehicleand Equipment Purchases for the Fiscal Year 20232024 and Authorizing an Update to theFiscal Year 20232024 BudgetRecommended ActionAdopt resolution.Funding Source$252,000; Public Works Vehicle Replacement FundContact:David Renschler, (707) 4287414aNEW BUSINESS17.Minute Action Approving Mayor’s Appointments to the Rockville Hills Regional Park CitizenAdvisory CommitteeRecommended ActionApprove appointments. Perform oath of office.Funding SourceN/AContact:Karen Rees, (707) 4287767a18.Minute Action Approving Mayor’s Appointments to the Landscape Oversight CommitteeRecommended ActionApprove appointments. Perform oath of office.Funding SourceN/AContact:Karen Rees, (707) 4287767a19.Resolution 2023217 of the City Council of the City of Fairfield Authorizing the City Manager toNegotiate Golf Course Management Agreement with Touchstone GolfRecommended ActionAdopt resolution.Funding SourceN/AContact:Kristina Kaunzinger, (707) 4287470a20.Resolution 2023218 of the City Council of the City of Fairfield Allowing the City of Fairfield toHire Lynette Syme as a PartTime Senior Transportation Technician Retired Annuitant Without aSixMonth Break in ServiceRecommended ActionAdopt resolution.Funding Source$50,000; Transportation Enterprise FundContact:Farbod Pirouzmand, (707) 4287397aPUBLIC HEARINGS21.Public Hearing; and Three Options Concerning the Green Valley 3 Apartment Project:Option 1:Resolution 2023219 of the City Council of the City of Fairfield Approving a General PlanAmendment (GPA2021001), Development Review (DR2021013), and Certifying anEnvironmental Impact Report (ER2021036) for the Green Valley 3 Apartments Project Involvinga Multifamily Residential Development with 185 Apartments on Approximately 5.78 acres at4840 Business Center Drive (APN: 0148540350); andFirst Reading and Introduction of an Ordinance 202310 of the City Council of the City ofFairfield Amending Chapter 25, Article I of the Fairfield City Code, also known as the City ofFairfield Zoning Map, to Rezone one parcel at 4840 Business Center Drive (APN: 0148540350) from Industrial Business Park – North Cordelia Overlay (IBP – NC) District to Residential,Very High Density – North Cordelia Overlay (RVH – NC) District Option 2:

Resolution 2023220 of the City Council of the City of Fairfield Denying a General Plan Amendment (GPA2021001), Zone Change (ZC2021003), and Development Review (DR2021013) for the Green Valley 3 Apartments Project Involving a Multifamily Residential Development with 185 Apartments on Approximately 5.78 acres at 4840 Business Center Drive (APN: 0148540350)
Option 3:

Continue the Public Hearing to a Future Date After the Council has Provided Direction on a Land Use Alternative for Cordelia as Part of the General Plan Update Recommended Action
Hold public hearing and select one of the options for the Green Valley 3 Apartment Project.

Funding Source
N/A
Contact:Jonathan Atkinson, (707) 4287387
a

22.Public Hearing and;
Resolution 2023221 of the City Council of the City of Fairfield [Approving/Sustaining] [Denying/Overruling] the Appeal of the City of Fairfield Administrative Hearing Determination Regarding Delinquent Transient Occupancy and Tourism Tax Assessment/Super 8 Motel located at 2170 North Texas Street, Fairfield, CA 94533323021
Owners: Shri Guru Hari, LLC and Shri Mahant, LLC and Marie Parunjanwala Recommended Action
Hold a public hearing and adopt the resolution.

Funding Source
N/A
Contact:John Furtado, (707) 4287629
a
ADJOURN TO TUESDAY, SEPTEMBER 5, 2023, 6:00 P.M., COUNCIL CHAMBER.

Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.

PUBLIC NOTIFICATION
I, Esther Beavers, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on Thursday, August 10, 2023.

Packet Page 7 of 860

Agenda Item No: 3.

AGENDA REPORT
DATE:August 15, 2023
TO:Fairfield Housing Authority Chair and Commissioners
FROM:David Gassaway, Executive Director
SUBJECT:Resolution HA202305 of the Fairfield Housing Authority Approving the Fourth Amendment to the Disposition and Development Agreement by and Among the Fairfield Housing Authority, Affordable Housing Alliance II, Incorporation, and Sutton Place Development Corporation for Land Located at 1600 Woolner Avenue (Parkside Flat), Fairfield, CA
RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Affordable Housing Alliance II, Inc. and Sutton Place Development Corp. (collectively, "Developer") entered into the first amendment to the Disposition and Development Agreement (DDA) dated January 25, 2021, to extend the close of escrow date to February 10, 2022. A third amendment was entered into on March 31, 2023, to extend the escrow date to August 1, 2023. Due to delays in multiple parts of the development process including delays in entitlements and financial reviews by the project investors, the Developer is unable to comply with the timeline. The Developer has requested an additional extension to close through September 1, 2023.

The fourth amendment will extend the term of the agreement to September 1, 2023, and allow the Developer to finalize the underwriting process and begin construction.

DISCUSSION
The Redevelopment Agency to the City of Fairfield purchased the property from the City of Fairfield in 201 for future housing development. In 2013, after the dissolution of the Redevelopment Agency, the propert was transferred to the Fairfield Housing Authority (FHA) to continue efforts to find a suitable housin developer.

On February 20, 2020, the FHA approved Resolution HA202002 approving the DDA for a developmen proposal for a +162unit mixedincome housing project. During the due diligence process, the Develope discovered that the City previously used the site as a water storage facility with large underground concret reservoirs. Even though the City later abandoned and demolished the concrete reservoirs, the so conditions were compromised, requiring extensive mitigation efforts to prepare the site for building Packet Page 8 of 860

On January 19, 2021, the FHA approved Resolution HA202102 approving the first amendment to th DDA. The amended DDA also required the Developer to apply for alternative affordable housing financin and gave the FHA the right to review and approve plans and specifications for the project before submittal The final agreedupon purchase price for the property was $1,500,000 minus a credit of $400,000 for th required soil engineering work. The FHA will update the property's market value before finalizing the projec financing.

The second amendment to the DDA extended the term of the agreement to February 10, 2023, to allow th Developer to finalize financing for the project’s construction and obtain all planning approvals. A thir amendment to the DDA was approved to allow an extension to the DDA to expire on August 1, 2023, t allow the Developer to finalize additional financing. While the developer is finalizing the financial efforts multiple delays, including a backlog of work with the underwriter, will not allow them to close escrow b August 1, 2023. A fourth amendment of the DDA will give the developer additional time to complet underwriting for the project. The project is expected to begin development immediately after escro closes.

FINANCIAL IMPACT
The Developer will pay the FHA an estimated Purchase Price of $1,500,000 minus the $400,000 credit for the soil engineering work. The net proceeds will be deposited into the FHA's LowMod Income Housing Fund (Fund 152 Object Code 2111).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The Fairfield Housing Authority may choose not to approve the fourth amendment to the Disposition and Development Agreement. This would require staff to put the property back on the market, attempt to secure another housing developer, and extend the development of the property further out.

STAFF CONTACT
LaTanya Terrones, Sr. Project Manager
(707) 4287454
[email protected]
COORDINATED WITH
N/A
ATTACHMENTS:

Description
Proposed Resolution
Proposed Fourth Amendment to the Disposition and Development Agreement REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 8/1/2023 5:16 PM
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Agenda Item No: 3.AGENDA REPORTDATE:August 15, 2023 TO:Fairfield Housing Authority Chair and CommissionersFROM:David Gassaway, Executive DirectorSUBJECT:Resolution HA202305 of the Fairfield Housing Authority Approving the FourthAmendment to the Disposition and Development Agreement by and Among the FairfieldHousing Authority, Affordable Housing Alliance II, Incorporation, and Sutton PlaceDevelopment Corporation for Land Located at 1600 Woolner Avenue (Parkside Flat),Fairfield, CARECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEAffordable Housing Alliance II, Inc. and Sutton Place Development Corp. (collectively, "Developer")entered into the first amendment to the Disposition and Development Agreement (DDA) dated January25, 2021, to extend the close of escrow date to February 10, 2022. A third amendment was entered intoon March 31, 2023, to extend the escrow date to August 1, 2023. Due to delays in multiple parts of thedevelopment process including delays in entitlements and financial reviews by the project investors, theDeveloper is unable to comply with the timeline. The Developer has requested an additional extensionto close through September 1, 2023. The fourth amendment will extend the term of the agreement to September 1, 2023, and allow theDeveloper to finalize the underwriting process and begin construction.DISCUSSIONThe Redevelopment Agency to the City of Fairfield purchased the property from the City of Fairfield in 201for future housing development. In 2013, after the dissolution of the Redevelopment Agency, the propertwas transferred to the Fairfield Housing Authority (FHA) to continue efforts to find a suitable housindeveloper. On February 20, 2020, the FHA approved Resolution HA202002 approving the DDA for a developmenproposal for a +162unit mixedincome housing project. During the due diligence process, the Developediscovered that the City previously used the site as a water storage facility with large underground concretreservoirs. Even though the City later abandoned and demolished the concrete reservoirs, the soconditions were compromised, requiring extensive mitigation efforts to prepare the site for buildingTherefore, the Developer asked for the property to be reappraised to adjust the sales price and solicit thCity's participation in subsidizing the additional site preparation costs. The DDA had to be amended tmemorialize the new agreement amongst both parties and adjust the schedule of performance, the scopof development, and the project budget. On January 19, 2021, the FHA approved Resolution HA202102 approving the first amendment to thDDA. The amended DDA also required the Developer to apply for alternative affordable housing financinand gave the FHA the right to review and approve plans and specifications for the project before submittalThe final agreedupon purchase price for the property was $1,500,000 minus a credit of $400,000 for threquired soil engineering work. The FHA will update the property's market value before finalizing the projecfinancing.The second amendment to the DDA extended the term of the agreement to February 10, 2023, to allow thDeveloper to finalize financing for the project’s construction and obtain all planning approvals. A thiramendment to the DDA was approved to allow an extension to the DDA to expire on August 1, 2023, tallow the Developer to finalize additional financing. While the developer is finalizing the financial effortsmultiple delays, including a backlog of work with the underwriter, will not allow them to close escrow bAugust 1, 2023. A fourth amendment of the DDA will give the developer additional time to completunderwriting for the project. The project is expected to begin development immediately after escrocloses.FINANCIAL IMPACTThe Developer will pay the FHA an estimated Purchase Price of $1,500,000 minus the $400,000 creditfor the soil engineering work. The net proceeds will be deposited into the FHA's LowMod IncomeHousing Fund (Fund 152 Object Code 2111).PUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONN/AALTERNATIVE ACTIONThe Fairfield Housing Authority may choose not to approve the fourth amendment to the Disposition andDevelopment Agreement. This would require staff to put the property back on the market, attempt tosecure another housing developer, and extend the development of the property further out.STAFF CONTACTLaTanya Terrones, Sr. Project Manager(707) 428[email protected] WITHN/AATTACHMENTS:DescriptionProposed ResolutionProposed Fourth Amendment to the Disposition and Development AgreementREVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 8/1/2023 5:16 PM
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FAIRFIELD HOUSING AUTHORITY

RESOLUTION NO. HA2023-05

RESOLUTION OF THE FAIRFIELD HOUSING AUTHORITY APPROVING THE FOURTH

AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE

FAIRFIELD HOUSING AUTHORITY, AFFORDABLE HOUSING ALLIANCE II, INCORPORATION, AND SUTTON PLACE DEVELOPMENT CORPORATION FOR LAND LOCATED AT 1600 WOOLNER (PARKSIDE FLAT) AVENUE, FAIRFIELD, CA

WHEREAS, the City of Fairfield approved the formation of the Fairfield Housing Authority (FHA) in November 1968 under Resolution HA68-01 to transact business and exercise its powers in its area of operation; and

WHEREAS, the Fairfield Redevelopment Agency purchased land from the City located at 1600 Woolner Avenue (Property); and

WHEREAS, on February 4, 2020, the FHA adopted Resolution HA2020 -02 approving the Disposition and Development Agreement (DDA) by and among the FHA, Affordable Housing Alliance II, Inc., and Sutton Place Development Corp., dated February 10, 2020, for the sale of the Property to Affordable Housing Alliance II, Inc., and Sutton Place Development Corp. to develop a mixed-income housing project; and

WHEREAS, on January 19, 2021, the FHA adopted Resolution HA2021-02 approving the first amendment to the DDA by and among the FHA, Affordable Housing Alliance II, Inc., and Sutton Place Development Corp. (collectively, “Developer”), extending the close of escrow to February 10, 2022, and subjecting the sales price to the latest market appraised value at the time of close. The appraised value and purchase price at the time of that resolution was $1,500,000 minus a credit of $400,000 for required soil engineering work; and

WHEREAS, on February 15, 2022, the FHA approved Resolution HA2022-01 approving the Second Amendment to the DDA, extending the close of escrow date to February 10, 2023; and

WHEREAS, the FHA and the Developer have negotiated a Third Amendment to the DDA to, among other things, extend the term of the DDA and adjust performance milestones; and

WHEREAS, on March 7, 2023, the FHA approved Resolution HA202-01 approving the third amendment to the DDA extending the close of escrow to August 1, 2023; and

WHEREAS, the FHA and the Developer have negotiated a fourth amendment to the DDA to extend the term of the DDA to September 1, 2023; and

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RES. NO. 2023-05

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WHEREAS, the contemplated residential development is being undertaken pursuant to the Heart of Fairfield Specific Plan (Specific Plan), for which an Environmental Impact Report (EIR) was certified by the City Council on May 2, 2017; and

WHEREAS, disposition of the Property and the proposed development is in conformance with the Specific Plan, and none of the events described in Section 15162 of the California Environmental Quality Act (CEQA) Guidelines have occurred; and

WHEREAS, the FHA and the Developer have negotiated a third amendment to the DDA to, among other things, extend the term of the DDA and adjust performance milestones .

NOW, THEREFORE, THE FAIRFIELD HOUSING AUTHORITY HEREBY RESOLVES:

Section l. The foregoing recitals are true and correct and are a substantive part of this resolution.

Section 2. The executive director is hereby authorized to execute and deliver, for and in the name of the FHA, the third amendment in substantially the form attached hereto and incorporated herein by reference with such non -substantive changes therein as the executive director may approve (such approval to be conclusively evidenced by the execution and delivery thereof).

Section 3. The officers and staff of the FHA are hereby aut horized, jointly and severally, to do all things they may deem necessary or proper to effectuate the purposes of this resolution.

Section 4. The FHA's approval of this resolution and execution of the fourth amendment is exempt from environmental review under the CEQA, namely Section 15182 of the CEQA Guidelines and Section 65457 of the Government Code.

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RES. NO. 2023-05

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PASSED AND ADOPTED this 15th day of August, 2023, by the following vote:

AYES: COMMISSIONERS: MOY / BERTANI / CARR /PANDURO / TONNESEN/ VACCARO / WILLIAMS

NOES: COMMISSIONERS:

ABSENT: COMMISSIONERS:

ABSTAIN: COMMISSIONERS:

_________
CHAIR

ATTEST:

____________________________

SECRETARY

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1 11245-0001\2616424v1.doc

FOURTH AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT

This FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (“First Amendment”) is dated August 15, 2023, and is entered into by and among the FAIRFIELD HOUSING AUTHORITY, a public entity (the “FHA”), and AFFORDABLE HOUSING ALLIANCE II, INC., a Colorado nonprofit corporation, (“Integrity”) and SUTTON PLACE DEVELOPMENT CORP, a California corporation (“Sutton”). Integrity and Sutton are herein collectively, and jointly and severally referred to as, the “Developer”. FHA and Developer are sometimes individually referred to herein as “Party” and collectively as “Parties.”

RECITALS

A. The Parties entered into a Disposition and Development Agreement dated February 10, 2020 and amended it by a First Amendment to Disposition and Development Agreement dated January 25, 2021 (“DDA”), a Second Amendment to the Disposition and Development Agreement dated February 15, 2022, and a Third Amendment to the Disposition and Development dated March 31, 2023 in which the FHA agreed to sell certain real property (“Property”) to Developer upon satisfaction of certain conditions, and which requires Developer to timely develop a project on the Property. Capitalized terms used but not defined herein shall have the meaning set forth in the DDA.

B. The Parties desire to further amend the DDA.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements/amendments herein, and other consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows.

AGREEMENT/AMENDMENTS

1. Supplemental Escrow Instructions. Upon the execution of this Fourth Amendment, the parties shall deliver a copy of this executed Fourth Amendment to Escrow Holder, and this Fourth Amendment shall then constitute additional supplemental escrow instructions of the Parties to Escrow Holder.

2. Extension of Closing Deadline. Section 2.2 of the DDA is hereby amended by deleting the sentence: “Escrow shall close (the “Close of Escrow”) on or before February 10, 2022.” and replacing it with “Escrow shall close (the “Close of Escrow”) on or before Au gust 31, 2023.” Additionally, the deadline for the Close of Escrow in the Item 9 of the Schedule of Performance (Exhibit “C” to the DDA), is hereby changed to August 31, 2023.

3. Time of Essence. Time is of the essence of every provision hereof in which time is a factor.

4. Effect on DDA. All terms and conditions of the DDA that are not expressly modified by this Fourth Amendment shall remain unmodified, in full force and effect and binding on the Parties.

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2 11245-0001\2616424v1.doc

5. Conflict. In the event of a conflict between the terms and conditions of this Fourth Amendment and the terms and conditions of the DDA, the terms and conditions of this Fourth Amendment shall control.

6. Counterparts. This Fourth Amendment may be signed in counterparts (including facsimile or electronic counterparts), each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement.

7. Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Fourth Amendment, without application of conflicts or choice of laws principles.

8. Interpretation. The terms, provisions, conditions, covenants, restrictions and agreements contained in this Fourth Amendment shall not be construed in favor of or against any Party, but shall be construed as if each Party prepared this Fourth Amendment.

9. Entire Agreement. The DDA, as amended by this Fourth Amendment, represents the entire understanding between the Parties as to the subject matter of the DDA, as so amended.

The Parties have signed and entered into this Fourth Amendment as of the date first set forth above.

DEVELOPER:

AFFORDABLE HOUSING ALLIANCE
II, INC.

By:

Philip Wood
President

SUTTON PLACE DEVELOPMENT CORP

By:

Patrick Morrill
President
FHA:

FAIRFIELD HOUSING AUTHORITY

By:

Executive Director

APPROVED AS TO FORM:

Packet Page 15 of 860Attachment 2 Page 2 of 2

Agenda Item No: 4.

AGENDA REPORT
DATE:August 15, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution SA202301 of the Successor Agency to the Fairfield Redevelopment Agency Approving the Issuance of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds of the Former Redevelopment Agency, Approving the Form of and Execution and Delivery of an Indenture of Trust and Other Documents, Requesting Oversight Board Approval of the Issuance of the Refunding Bonds, and Providing Other Matters Relating to the Issuance of the Refunding Bonds RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Staff recommends that the Successor Agency to the Fairfield Redevelopment Agency (Successor Agency) approve the attached resolution in order to allow the Successor Agency to move forward in the process to refinance outstanding bonds issued by the former Fairfield Redevelopment Agency (Former Agency) in 2011 and the Successor Agency in 2014. The proposed refinancing will generate savings that will result in higher property tax distributions to taxing entities including the City of Fairfield, Solano County, FairfieldSuisun Unified School District, and Solano Community College, among others. The refinancing is expected to occur in the fourth calendar quarter of 2023 so long as the Successor Agency can generate debt service savings. Under the City’s Debt Management Policy, refundings will meet a minimum threshold of net present value savings of at least 3% of the refunded debt.

DISCUSSION
Redevelopment agencies were dissolved by the passage of ABX1 26 (Assembly Bill) by the California Legislature. The California Supreme Court upheld the dissolution statute in December 2011, and the dissolution of redevelopment agencies occurred effective February 1, 2012.

Prior to its dissolution, the Former Agency issued its $6,725,000 Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (2011 Bonds).

After dissolution of the Former Agency, the Successor Agency issued its $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds (2014 Bonds).

Packet Page 16 of 860

The provisions of the California Health and Safety Code governing the dissolution of redevelopment agencies (Dissolution Law) authorizes the Successor Agency to issue refunding bonds (Refunding Bonds) to refinance the outstanding 2011 Bonds and 2014 Bonds as long as both of the following (Savings Parameters) are true:

The total interest cost to maturity on the Refunding Bonds plus the principal amount of the Refunding Bonds does not exceed the total remaining interest cost to maturity on the 2011 Bonds and the 2014 Bonds plus the remaining principal of the 2011 Bonds and the 2014 Bonds, and The principal amount of the Refunding Bonds does not exceed the amount required to defease the 2011 Bonds and the 2014 Bonds, to establish customary debt service reserves, and to pay related costs of issuance.

Staff recommends that the Successor Agency approve the issuance of Refunding Bonds to refinance the outstanding 2011 Bonds and 2014 Bonds, as long as the refunding meets the Savings Parameters.

Staff expects the Refunding Bonds to be secured by amounts in the Successor Agency’s Redevelopment Property Tax Trust Fund. If the Successor Agency does not refund the 2014 Bonds, the Refunding Bonds would be secured by amounts in the Redevelopment Property Tax Trust Fund on a parity basis with the 2014 Bonds. Under the City’s Debt Management Policy, refundings will meet a minimum threshold of net present value savings of at least 3% of the refunded debt.

In order to determine compliance with the Savings Parameters, the Successor Agency caused an independent financial advisor, Kosmont Financial Services (Municipal Advisor), to prepare an analysis of the potential debt service savings (Debt Service Savings Analysis; see Attachment 5) that will accrue to the Successor Agency and to applicable taxing entities as a result of the refunding of the 2011 Bonds and 2014 Bonds, based on estimated interest rates as of the date of the Debt Service Savings Analysis.

As set forth in the Debt Service Savings Analysis, based on current market interest rates (which are subject to change prior to issuance of the Refunding Bonds), it is anticipated that the refunding of the 2011 Bonds and the 2014 Bonds will produce an annual average reduction in Successor Agency debt service payments of approximately $159,500, and net present value savings of approximately $1,662,000, or approximately 24% of the outstanding principal amount of the 2011 Bonds and the 2014 Bonds that will be outstanding at the time of the issuance of the Refunding Bonds. This will result in an average annual increase of approximately $30,300 property tax revenues to the City. This reduction in annual debt service will also generate additional property tax revenues for distribution to the other affected taxing entities (see “Debt Service Savings Analysis” in Attachment 5).

Issuance of the Refunding Bonds requires approval by the Solano Consolidated Oversight Board (Oversight Board) and the California Department of Finance. Because the impact of the refunding would be to reduce the amount of property tax revenues required by the Successor Agency to pay debt service, it is anticipated that the Department of Finance will not object to the action.

The first step in moving forward with the refunding bonds is for the Successor Agency to adopt the attached resolution approving the issuance and sale of the Refunding Bonds to refund the 2011 Bonds and the 2014 Bonds, approving the required legal documents (Indenture of Trust (Attachment 2), Escrow Deposit and Trust Agreement (Attachment 3), Bond Purchase Agreement (Attachment 4)) and authorizing all of the necessary actions relating to the proposed refinancing.

Subsequent to the adoption of the resolution by the Successor Agency, the Oversight Board will meet on September 14, 2023, to consider the proposed Refunding Bonds. Once the Oversight Board has approved the refinancing, the Successor Agency resolution, the Oversight Board resolution, the proposed legal documents and the Debt Service Savings Analysis will be forwarded to the California Department of Finance, which has up to 60 days to approve the Oversight Board resolution.

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Agenda Item No: 4.AGENDA REPORTDATE:August 15, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution SA202301 of the Successor Agency to the Fairfield RedevelopmentAgency Approving the Issuance of Tax Allocation Refunding Bonds to RefinanceOutstanding Bonds of the Former Redevelopment Agency, Approving the Form of andExecution and Delivery of an Indenture of Trust and Other Documents, RequestingOversight Board Approval of the Issuance of the Refunding Bonds, and Providing OtherMatters Relating to the Issuance of the Refunding BondsRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEStaff recommends that the Successor Agency to the Fairfield Redevelopment Agency (SuccessorAgency) approve the attached resolution in order to allow the Successor Agency to move forward in theprocess to refinance outstanding bonds issued by the former Fairfield Redevelopment Agency (FormerAgency) in 2011 and the Successor Agency in 2014. The proposed refinancing will generate savingsthat will result in higher property tax distributions to taxing entities including the City of Fairfield, SolanoCounty, FairfieldSuisun Unified School District, and Solano Community College, among others. Therefinancing is expected to occur in the fourth calendar quarter of 2023 so long as the Successor Agencycan generate debt service savings. Under the City’s Debt Management Policy, refundings will meet aminimum threshold of net present value savings of at least 3% of the refunded debt.DISCUSSIONRedevelopment agencies were dissolved by the passage of ABX1 26 (Assembly Bill) by the CaliforniaLegislature. The California Supreme Court upheld the dissolution statute in December 2011, and thedissolution of redevelopment agencies occurred effective February 1, 2012. Prior to its dissolution, the Former Agency issued its $6,725,000 Fairfield Redevelopment AgencyNorth Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (2011 Bonds).After dissolution of the Former Agency, the Successor Agency issued its $29,075,000 SuccessorAgency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax AllocationRefunding Bonds (2014 Bonds).The provisions of the California Health and Safety Code governing the dissolution of redevelopmentagencies (Dissolution Law) authorizes the Successor Agency to issue refunding bonds (RefundingBonds) to refinance the outstanding 2011 Bonds and 2014 Bonds as long as both of the following(Savings Parameters) are true:The total interest cost to maturity on the Refunding Bonds plus the principal amount of theRefunding Bonds does not exceed the total remaining interest cost to maturity on the 2011 Bondsand the 2014 Bonds plus the remaining principal of the 2011 Bonds and the 2014 Bonds, andThe principal amount of the Refunding Bonds does not exceed the amount required to defeasethe 2011 Bonds and the 2014 Bonds, to establish customary debt service reserves, and to payrelated costs of issuance.Staff recommends that the Successor Agency approve the issuance of Refunding Bonds to refinancethe outstanding 2011 Bonds and 2014 Bonds, as long as the refunding meets the Savings Parameters.Staff expects the Refunding Bonds to be secured by amounts in the Successor Agency’sRedevelopment Property Tax Trust Fund. If the Successor Agency does not refund the 2014 Bonds, theRefunding Bonds would be secured by amounts in the Redevelopment Property Tax Trust Fund on aparity basis with the 2014 Bonds. Under the City’s Debt Management Policy, refundings will meet aminimum threshold of net present value savings of at least 3% of the refunded debt.In order to determine compliance with the Savings Parameters, the Successor Agency caused anindependent financial advisor, Kosmont Financial Services (Municipal Advisor), to prepare an analysisof the potential debt service savings (Debt Service Savings Analysis; see Attachment 5) that will accrueto the Successor Agency and to applicable taxing entities as a result of the refunding of the 2011 Bondsand 2014 Bonds, based on estimated interest rates as of the date of the Debt Service SavingsAnalysis.As set forth in the Debt Service Savings Analysis, based on current market interest rates (which aresubject to change prior to issuance of the Refunding Bonds), it is anticipated that the refunding of the2011 Bonds and the 2014 Bonds will produce an annual average reduction in Successor Agency debtservice payments of approximately $159,500, and net present value savings of approximately$1,662,000, or approximately 24% of the outstanding principal amount of the 2011 Bonds and the 2014Bonds that will be outstanding at the time of the issuance of the Refunding Bonds. This will result in anaverage annual increase of approximately $30,300 property tax revenues to the City. This reduction inannual debt service will also generate additional property tax revenues for distribution to the otheraffected taxing entities (see “Debt Service Savings Analysis” in Attachment 5).Issuance of the Refunding Bonds requires approval by the Solano Consolidated Oversight Board(Oversight Board) and the California Department of Finance. Because the impact of the refundingwould be to reduce the amount of property tax revenues required by the Successor Agency to pay debtservice, it is anticipated that the Department of Finance will not object to the action. The first step in moving forward with the refunding bonds is for the Successor Agency to adopt theattached resolution approving the issuance and sale of the Refunding Bonds to refund the 2011 Bondsand the 2014 Bonds, approving the required legal documents (Indenture of Trust (Attachment 2),Escrow Deposit and Trust Agreement (Attachment 3), Bond Purchase Agreement (Attachment 4)) andauthorizing all of the necessary actions relating to the proposed refinancing. Subsequent to the adoption of the resolution by the Successor Agency, the Oversight Board will meeton September 14, 2023, to consider the proposed Refunding Bonds. Once the Oversight Board hasapproved the refinancing, the Successor Agency resolution, the Oversight Board resolution, the proposed legal documents and the Debt Service Savings Analysis will be forwarded to the California Department of Finance, which has up to 60 days to approve the Oversight Board resolution.

The resolution authorizes staff to determine whether it is more economically advantageous to the Successor Agency to sell the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated (Underwriter), as underwriter in a public offering, or to privately place the Refunding Bonds with a financial institution to be identified by staff with the assistance of Stifel, Nicolaus & Company, Incorporated, as placement agent (Placement Agent).

If staff elects to proceed with a public offering, staff will return to the Successor Agency for approval of a preliminary Official Statement for the Refunding Bonds.

FINANCIAL IMPACT
As set forth in the Debt Service Savings Analysis, based on current market interest rates (which are subject to change prior to issuance of the Refunding Bonds), it is anticipated that the refunding of the 2011 Bonds and the 2014 Bonds will produce an annual average reduction in Successor Agency debt service payments of approximately $159,500, and net present value savings of 24%. This will result in an average annual increase of approximately $30,300 property tax revenues to the City. This reduction in annual debt service will also generate additional property tax revenues for distribution to the other affected taxing entities.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
If the proposed refunding is approved by the Successor Agency, then staff will forward the Successor Agency resolution, the Debt Service Savings Analysis and a proposed Oversight Board resolution to the Oversight Board. Upon approval of the proposed refinancing by the Oversight Board, staff will coordinate approval of the Oversight Board action by the Finance Department.

ALTERNATIVE ACTION
City Council may choose not to approve the resolution. However, the Successor Agency could not move forward with the refunding. Alternatively, the Successor Agency could require a higher level of savings be achieved for the bond refinancing to occur.

STAFF CONTACT
John Furtado, Director of Finance
(707) 4287629
[email protected]
COORDINATED WITH
City Attorney's Office, City Manager's Office, Finance Department ATTACHMENTS:

Description
Proposed Resolution
Attachment 1 Fairfield 2023 Refunding TABS Oversight Board Resolution Attachment 2 Fairfield 2023 Refunding TABs Indenture Attachment 3 Fairfield 2023 Refunding TabsEscrow Agreement Attachment 4 Fairfield Refunding TABS 2023 BPA
Attachment 5Debt Savings Analysis
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 8/2/2023 5:22 PM
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CITY OF FAIRFIELD

SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY

RESOLUTION NO. SA2023-01

RESOLUTION OF THE SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY

APPROVING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS TO REFINANCE

OUTSTANDING BONDS OF THE FORMER FAIRFIELD REDEVELOPMENT AGENCY, APPROVING

THE FORM OF AND EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND OTHER

DOCUMENTS, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE

REFUNDING BONDS, AND PROVIDING OTHER MATTERS RELATING TO THE ISSUANCE OF THE

REFUNDING BONDS

WHEREAS, the Fairfield Redevelopment Agency (Former Agency) was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of C alifornia, constituting Part 1 of Division 24 of the Health and Safety Code of the State (Law); and

WHEREAS, a Redevelopment Plan for the Cordelia Area Project was approved by Ordinance No. 83-14, enacted by the City Council of the City of Fairfield (City) on July 19, 1983; and

WHEREAS, a Redevelopment Plan for the City Center Project was approved by Ordinance No. 82- 13 enacted by the City Council of the City on July 6, 1982; and

WHEREAS, a Redevelopment Plan for the Highway 12 Redevelopment Project (Highway 12 Project) was approved by Ordinances No. 79-45 and 79-46 enacted by the City Council of the City on December 27, 1979; and

WHEREAS, a Redevelopment Plan for the Fairfield Regional Center Redevelopment Project (Fairfield Regional Center Project) was approved by Ordinance No. 76-31 enacted by the City Council of the City on February 23, 1976, as amended on December 15, 1983 , by Ordinance No. 83-30; and

WHEREAS, a Redevelopment Plan for the North Texas Street Project was approved by Ordinance No. 95-17 enacted by the City Council of the City on October 3, 1995, as amended by Ordinance No. 2006-20 enacted by the City Council of the City on September 19, 2006; and

WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code, the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173 of the California Health and Safety Code, the City of Fairfield has become the successor entity to the Former Agency (Successor Agency); and

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RES. NO. SA2023-01

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WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued its $6,725,000 Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (2011 Bonds) pursuant to an Indenture of Trust, dated as of February 1, 2011 (2011 Indenture), by and between the Former Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (2011 Trustee); and

WHEREAS, the 2011 Bonds are secured by and payable from certain incremental property t ax revenues generated in the North Texas Street Project; and

WHEREAS, after dissolution of the Former Agency, and for the purpose of refunding certain outstanding enforceable obligations of the Successor Agency, the Successor Agency issued its $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds (2014 Bonds) pursuant to the Refunding Law and an Indenture of Trust, dated as of April 1, 2014 (2014 Indenture), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (2014 Trustee); and

WHEREAS, the 2014 Bonds are secured by a pledge and payable from Tax Revenues (as defined in the 2014 Indenture); and

WHEREAS, the 2014 Indenture authorizes the Successor Agency to issue bonds payable from Tax Revenues on a parity basis with the 2014 Bonds (which are referred to as “Parity Bonds” in the 2014 Indenture), subject to certain conditions set forth in the 2014 Indenture; and

WHEREAS, the 2011 Bonds are subject to optional redemption on any date without a pre mium; and

WHEREAS, the 2014 Bonds are subject to optional redemption on any date on and after August 1, 2024, without a premium; and

WHEREAS, Section 34177.5 of the California Health and Safety Code authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (Refunding Law) for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) (Savings Parameters); and

WHEREAS, to determine compliance with the Savings Parameters if the Successor Agency were to issue refunding bonds to defease and redeem all of the outstanding 2011 Bonds and all of the outstanding 2014. Bonds, the Successor Agency caused an independent financial advisor, Kosmont Financial Services (“Municipal Advisor”), to prepare an analysis of the potential debt service savings (the “Debt Service Savings Analysis”) that will accrue to the Successor Agency and applicable taxing entities as a result of the refunding of the 2011 Bonds and the 2014 Bonds, Packet Page 20 of 860Attachment 1 Page 2 of 8

RES. NO. SA2023-01

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based on estimated interest rates as of the date of the Debt Service Savings Analysis, and the Debt Service Savings Analysis concludes that debt service savings may be realized if the Successor Agency were to issue bonds to refund the 2011 Bonds and the 2014 Bonds; and

WHEREAS, if the Successor Agency were to determine not to refund the 2014 Bonds, then the Successor Agency would issue refunding bonds as Parity Bonds under the 2014 Indenture for the purpose of refunding the 2011 Bonds; and

WHEREAS, the Successor Agency has reviewed and wishes to approve the form of and authorize the execution and delivery of an Indenture of Trust providing for the issuance of the Refunding Bonds (herein defined) (Indenture); and

WHEREAS, the Successor Agency wishes to authorize and direct staff, without further authorization or approval by this City Council, to determine whether the Refunding Bonds should be sold to Stifel, Nicolaus & Company, Incorporated (Underwriter), as underwriter in a public offering, or privately placed with a financial institution to be identified by staff with the assistance of Stifel, Nicolaus & Company, Incorporated as placement agent (Placement Agent), with such determination to be based upon staff’s conclusion, subject to compliance of the sale with the parameters set forth in this Resolution, that the method of sale selected by staff will result in the lowest long-term cost financing; and

WHEREAS, the Successor Agency has reviewed and wishes to approve the form of and authorize the execution and delivery of a Bond Purchase Agreement that would provide for the sale of the Refunding Bonds to the Underwriter in a public offering; and

WHEREAS, pursuant to Section 34179, the Solano Consolidated Oversight Board (Oversight Board) has been established for the Successor Agency and other successor agencies in Solano County; and

WHEREAS, the Successor Agency wishes to request that the Oversight Board direct the Successor Agency to undertake a refunding of the 2011 Bonds and the 2014 Bonds, it being understood that such direction by the Oversight Board will enable the Successor Agency to recover its related costs in connection with the refunding proceedings, as authorized by Section 34 177.5(f); and

WHEREAS, the Successor Agency further requests that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings; and

WHEREAS, the Successor Agency requests that the Oversight Board approve the issuance of the Refunding Bonds by the Successor Agency, as authorized by Sections 34177.5(f) and 34180(b) of the Health and Safety Code; and
Packet Page 21 of 860Attachment 1 Page 3 of 8

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WHEREAS, pursuant to California Government Code Section 5852.1, which became effective on January 1, 2018, by the enactment of Senate Bill 450, certain good faith estimates relating to the proposed refunding bonds must be disclosed and made public, and such information is set forth in Exhibit A hereto.

NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. Determination that Savings will be Achieved Through Refunding. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency pursuant to the Law and the Refunding Law of its Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Refunding Bonds) to provide funds to defease and redeem all or a portion of the outstanding 2011 Bonds and the outstanding 2014 Bonds, all as evidenced by the Debt Service Savings Analysis on file with the City Clerk, as the Secretary of the Successor Agency, which Debt Service Savings Analysis is hereby approved. The Successor Agency directs that the 2011 Bonds and the 2014 Bonds will only be refunded with the proceeds of the Refunding Bonds if the Savings Parameters are met.

Section 2. Approval of Issuance of the Refunding Bonds. The Successor Agency hereby authorizes and approves the issuance of the Refunding Bonds under Section 34177.5(a)(1) and 34177.5(f) of the California Health and Safety Code and the Refunding Law, subject to the authorization to proceed from the Oversight Board, provided that the Savings Parameters are satisfied. The Underwriter’s discount in a public offering shall not exceed 0.75%, excluding the original issue discount, if any.

The Successor Agency hereby authorizes and directs the city manager of the City of Fairfield, as the executive director of the Successor Agency, following consultation with the City’s finance director, as the chief financial officer of the Successor Agency, the city attorney, as counsel to the Successor Agency, the Municipal Advisor and Bond Counsel (as defined below), to determine whether the lowest long-term cost financing (taking into account all of the initial and ongoing costs associated with the issuance and maintenance of the Refunding Bonds) will be achieved by selling the Refunding Bonds to the Underwriter as part of a public offering or selling the Refunding Bonds in a private placement to one or more financial institutions to be selected by the city manager and the finance director, with the assistance of the Placement Agent.

Section 3. Indenture. The Successor Agency hereby approves the Indentur e prescribing the terms and provisions of the Refunding Bonds and the application of the proceeds of the Refunding Bonds. Each of the mayor, as the Chair and presiding officer of the Successor Agency, Packet Page 22 of 860Attachment 1 Page 4 of 8

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the city manager of the City of Fairfield, as the executive director of the Successor Agency, the Assistant City Manager, as the assistant executive director, and the City’s finance director, as the chief financial officer of the Successor Agency (Authorized Officer), acting alone, is hereby authorized, and directed to execute and deliver. The city clerk, as the Secretary of the Successor Agency, is hereby authorized and directed to attest to the Indenture for and in the name and on behalf of the Successor Agency, in substantially the form on file with the city clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture.

Section 4. Escrow Deposit and Trust Agreement. The Successor Agency hereby approves one or more escrow deposit and trust agreements providing for the deposit of proceeds of the Refunding Bonds and other available funds to defease and redeem the 2011 Bonds and the 2014 Bonds, in substantially the form on file with the City Clerk of the Escrow Deposit and Trust Agreement (Escrow Agreement) with The Bank of New York Mellon Trust Company, N.A., as escrow agent and trustee for the 2011 Bonds. An Authorized Officer, acting alone, is hereby authorized and directed to execute and deliver, and the city clerk, as the secretary of the Successor Agency, is hereby authorized and directed to attest to, the Escrow Agreement for and in the name and on behalf of the Successor Agency, in substantially the form on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreement. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreement.

Section 5. Bond Purchase Agreement. The Successor Agency hereby approves the sale of the Refunding Bonds to the Underwriter pursuant to the Bond Purchase Contract if the Refunding Bonds are sold in a public offering. The Successor Agency hereby approves the form of the Bond Purchase Agreement on file with the City Clerk, as secretary of the Successor Agency, with such additions thereto and changes therein as an Authorized Officer deems necessary, desirable , or appropriate upon consultation with the Municipal Advisor and Bond Counsel to the Successor Agency, the execution of which by an Authorized Officer shall be conclusive evidence of the approval of any such additions or changes provided that no such addition or change may cause the Savings Parameters not to be satisfied, or an Underwriter’s discount (excluding any original issue discount) that is greater than the amount specified in Section 2 above. The Successor Agency hereby authorizes the delivery and performance of the Bond Purchase Agreement.

Section 6. Approval of Service Providers. The Successor Agency hereby approves the engagement of the Municipal Advisor and Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel, and approves and directs execution by an Authorized Officer or designee thereof and performance by the Successor Agency of professional services agreement s Packet Page 23 of 860Attachment 1 Page 5 of 8

RES. NO. SA2023-01

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with these firms. In addition, the Successor Agency hereby approves the engagement of a corporate trustee bank to act as trustee under the Indenture and such other service providers selected by an Authorized Officer. It approves and directs execution by an Authorized Officer or designee thereof and performance by the Successor Agency of agreements with these providers.

Section 7. Municipal Bond Insurance and Debt Service Reserve Insurance. An Authorized Officer, acting alone, is hereby authorized and directed to obtain a municipal bond insurance policy and/or a reserve fund insurance policy for the Refunding Bonds if it is determined, upon consultation with the Bond Counsel, the Municipal Advisor, and the Underwriter, that such municipal bond insurance policy and/or a reserve fund insurance policy will reduce the true interest cost for the Refunding Bonds or otherwise enable the Successor Agency to achieve additional savings with respect to the Refunding Bonds. An Authorized Officer, acting alone, is hereby authorized and directed to execute any legal documents or certificates required in connection with such municipal bond insurance policy and/or reserve fund insurance policy.

Section 8. Oversight Board Approval of the Issuance of the Refunding Bonds; Ce rtain Determinations. The Successor Agency hereby requests that the Oversight Board, as authorized by Section 34177.5(f) and Section 34180(b) of the California Health and Safety Code, approve and direct the issuance of the Refunding Bonds pursuant to Section 34177.5(a)(1) and this Resolution and the Indenture.

Section 9. Determinations by the Oversight Board. The Successor Agency requests that the Oversight Board make the following determinations upon which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Refunding Bonds:

a) The Successor Agency is directed to undertake the proposed refunding of the outstanding 2011 Bonds and the 2014 Bonds and to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the City of Fairfield for administrative staff time spent with respect to the authorization, issuance, sale, and delivery of the Refunding Bonds;

b) The application of proceeds of the Refunding Bonds by the Successor Agency to the refunding and defeasance of all or a portion of the outstanding 2011 Bonds and the 2014 Bonds, as well as the payment by the Successor Agency of costs of issuance of the Refunding Bonds, as provided in Section 34177.5(a)(1) of the California Health and Safety Code, shall be implemented by the Successor Agency promptly upon sale and delivery of the Refunding Bonds, notwithstanding any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Solano County Auditor-Controller or any other person or entity other than the Successor Agency; and

Packet Page 24 of 860Attachment 1 Page 6 of 8

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c) The Successor Agency shall be entitled to receive its full administrative cost allowance under Section 34183(a)(3) of the California Health and Safety Code without any deductions with respect to continuing costs related to the Refunding Bonds, such as trustee’s fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (Continuing Costs of Issuance), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183 of the California Health and Safety Code. In addition, and as provided by Section 34177.5(f) of the California Health and Safety Code, if the Successor Agency is unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such proper ty tax revenues pursuant to Section 34183 without reduction in its administrative cost allowance.

Section 10. Refunding of 2011 Bonds and 2014 Bonds in Whole or in Part. The Successor Agency intends to sell and deliver the Refunding Bonds to refund the o utstanding 2011 Bonds and 2014 Bonds in whole, provided that there is compliance with the Savings Parameters. If such Savings Parameters cannot be met with respect to the outstanding 2011 Bonds and 2014 Bonds in whole, then the Refunding Bonds shall be sold to refund the outstanding 2011 Bonds and 2014 Bonds in part to the extent that the refunding of the outstanding 2011 Bonds and 2014 Bonds in part can satisfy the Savings Parameters. In the event the Refunding Bonds are issued to refund the outstanding 2011 Bonds and 2014 Bonds in part, the Successor Agency intends to sell and deliver additional bonds in the future to refund the unrefunded 2011 Bonds and 2014 Bonds as Parity Bonds (as defined in the 2014 Indenture and the Indenture, as applicable) without the prior approval of the Oversight Board or the California Department of Finance provided that in each such instance, the bonds so sold and delivered in part are in compliance with the Savings Parameters.

Section 11. Approval of Official Statement. Following approval by the Oversight Board of the issuance of the Refunding Bonds by the Successor Agency and upon submission of the Oversight Board Resolution to the California Department of Finance, the Successor Agency will, with the assistance of Disclosure Counsel, cause to be prepared a form of Official Statement describing the Refunding Bonds and containing material information relating to the Successor Agency and the Refunding Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the Underwriter.

Section 12. Filing of this Resolution. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution and the Debt Service Savings Analysis with the Oversight Board and, as provided in §34180(j) of the Health and Safety Code, with the Solano County Administrative Officer, the Solano County Auditor -Controller and the California Department of Finance.

Packet Page 25 of 860Attachment 1 Page 7 of 8

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Section 13. Official Actions. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance. The Authorized Officers and any and all other officers of the Successor Agency are authorized and directed, on behalf of the Successor Agency, to execute and deliver any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants, and documents, which they, or any of them, may deem necessary or advisable in order to consummate th e lawful issuance and sale of the Refunding Bonds, the refunding of the 2011 Bonds and the 2014 Bonds, and the consummation of the transactions as described herein, including but not limited to execution and delivery of refunding instructions. Whenever in this Resolution, any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning, or 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 14. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED AND ADOPTED this 15th day of August, 2023, by the following vote:

AYES: MEMBERS: MOY / BERTANI / CARR /PANDURO / TONNESEN/ VACCARO / WILLIAMS

NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

CHAIR
ATTEST:

____________________________

SECRETARY
Packet Page 26 of 860Attachment 1 Page 8 of 8

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RESOLUTION NO. 2023-

RESOLUTION OF THE SOLANO CONSOLIDATED OVERSIGHT BOARD TO APPROVE

AND DIRECT THE ISSUANCE OF REFUNDING BONDS BY THE SUCCESSOR AGENCY

TO THE FAIRFIELD REDEVELOPMENT AGENCY MAKING CERTAIN

DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS, AND PROVIDING

OTHER MATTERS RELATING THERETO

Whereas, pursuant to Section 34172(a) of the California Health and Safety Code (all Section references hereinafter being to such Code), the Fairfield Redevelopment Agency (the “Former Agency”) has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173, the City of Fairfield has become the successor entity to the Former Agency (the “Successor Agency”); and

Whereas, prior to the dissolution of the Former Agency, the Former Agency issued its $6,725,000 Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (the “2011 Bonds”); and

Whereas, the 2011 Bonds are secured by and payable from certain incremental property tax revenues generated in the North Texas Street Project; and

Whereas, after dissolution of the Former Agency, and for the purpose of refunding certain outstanding enforceable obligations of the Successor Agency, the Successor Agency issued its $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds (the “2014 Bonds”) pursuant to the Refunding Law and an Indenture of Trust, dated as of April 1, 2014 (the “2014 Indenture”); and

Whereas, the 2014 Bonds are secured by a pledge and payable from Tax Revenues (as defined in the 2014 Indenture); and

Whereas, the 2014 Indenture authorizes the Successor Agency to issue bonds payable from Tax Revenues on a parity basis with the 2014 Bonds (which are referred to as “Parity Bonds” in the 2014 Indenture), subject to certain conditions set forth in the 2014 Indenture; and

Whereas, the 2011 Bonds are subject to optional redemption on any date, without a premium; and

Whereas, the 2014 Bonds are subject to optional redemption on any date on and after August 1, 2024, without a premium; and

Packet Page 27 of 860Attachment 2 Page 1 of 5

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Whereas, Section 34177.5 of the California Health and Safety Code authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) (the “Savings Parameters”); and

Whereas, the Successor Agency has filed with the Oversight Board a certified copy of its Resolution No. ________, adopted on August 15, 2023 (the “Successor Agency Resolution”), pursuant to which the Successor Agency authorized the issuance of its Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (the “Refunding Bonds”); and

Whereas, the Successor Agency caused an analysis to be made by an independent financial advisor, Kosmont Financial Services (the “Municipal Advisor”), of the potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of a refunding of the 2011 Bonds and the 2014 Bonds (the “Debt Service Savings Analysis”) and has presented the Debt Service Savings Analysis to the Oversight Board for its consideration; and

Whereas, the Successor Agency has directed staff to determine whether the Refunding Bonds will be sold to an underwriter in a public offering or privately placed with a financial institution to be identified by staff; and

Whereas, the Successor Agency has requested that the Oversight Board direct the Successor Agency to undertake the refunding proceedings, it being understood that such direction by the Oversight Board will enable the Successor Agency to recover its related costs in connection with the refunding proceedings, as authorized by Section 34177.5(f); and

Whereas, the Successor Agency has further requested that the Oversight Board make certain determinations on which the Successor Agency will rely in undertaking the refunding proceedings, and the Oversight Board makes such determinations as set forth below; and

Whereas, this oversight board (the “Oversight Board”) has been established pursuant to Section 34179; and

Whereas, Sections 34177.5(f) and 34180(b) require the Oversight Board to approve issuance of the Refunding Bonds; and

Whereas, the Oversight Board has completed its review of the Successor Agency Resolution, the refunding proceedings and the Debt Service Savings Analysis and wishes to approve the foregoing.

Resolved, the above recitals are true and correct and are a substantive part of this Resolution.

Further Resolved, this Resolution is adopted pursuant to Health and Safety Code Section 34180(b).

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Further Resolved, the Successor Agency Resolution is hereby ratified and adopted.

Further Resolved, the Oversight Board has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities by the issuance by the Successor Agency of the Refunding Bonds in compliance with the Savings Parameters to refund and defease all or a portion of the outstanding 2011 Bonds and 2014 Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Secretary of the Oversight Board, which Debt Service Savings Analysis is hereby approved.

Further Resolved, as authorized by Section 34177.5(f) and Section 34180(b) of the California Health and Code, this Oversight Board hereby approves and directs the issuance by the Successor Agency of the Refunding Bonds pursuant to Section 34177.5(a)(1) and under other applicable provisions of the California Health and Safety Code and the Refunding Law and as provided in the Successor Agency Resolution and the Indenture, provided that the principal and interest payable with respect to the Refunding Bonds complies in all respects with the requirements of the Savings Parameters, as shall be certified to by the Municipal Advisor upon delivery of the Refunding Bonds or any part thereof.

Further Resolved, the Oversight Board is informed by the Successor Agency that it is the intent of the Successor Agency to issue the Refunding Bonds to refund the outstanding 2011 Bonds and 2014 Bonds in whole, provided that there is compliance with the Savings Parameters, and that, if such Savings Parameters cannot be met with respect to the outstanding 2011 Bonds and 2014 Bonds in whole, then the Successor Agency intends to issue the Refunding Bonds to refund the outstanding 2011 Bonds and 2014 Bonds in part to the extent that the refunding of the outstanding 2011 Bonds and 2014 Bonds in part can satisfy the Savings Parameters. The Oversight Board hereby directs and approves the issuance of the Refunding Bonds to refund the outstanding 2011 Bonds and 2014 Bonds in part if the Savings Parameters cannot be met with respect to the outstanding 2011 Bonds and 2014 Bonds in whole, and, thereafter, the sale and delivery of additional bonds to refund the unrefunded 2011 Bonds and 2014 Bonds pursuant to an indenture of trust in substantially the form of the Indenture without further prior approval of the Oversight Board and California Department of Finance provided that in each such instance the bonds so sold and delivered in part are in compliance with the Savings Parameters.

Further Resolved, as requested by the Successor Agency in the Successor Agency Resolution, the Oversight Board hereby makes the following determinations upon which the Successor Agency will rely in its issuance of the Refunding Bonds and the refunding of the 2011 Bonds and 2014 Bonds:

(a) The Successor Agency is directed to undertake the proposed refunding of the outstanding 2011 Bonds and 2014 Bonds, and to recover its costs related to the issuance of the Refunding Bonds from the proceeds of the Refunding Bonds, including the cost of reimbursing the City of Fairfield for administrative staff time spent with respect to the authorization, issuance, sale and delivery of the Refunding Bonds;

(b) The application of proceeds of the Refunding Bonds by the Successor Agency to the refunding and defeasance of all or a portion of the outstanding 2011 Bonds and 2014 Packet Page 29 of 860Attachment 2 Page 3 of 5

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Bonds, as well as the payment by the Successor Agency of costs of issuance of the Refunding Bonds, as provided in Section 34177.5(a)(1) of the California Health and Safety Code, shall be implemented by the Successor Agency promptly upon sale and delivery of the Refunding Bonds, notwithstanding Section 34177.3 or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Solano County Auditor-Controller or any other person or entity other than the Successor Agency; and

(c) The Successor Agency shall be entitled to receive its full administrative cost allowance under Section 34183(a)(3) of the California Health and Safety Code without any deductions with respect to continuing costs related to the Refunding Bonds, such as trustee’s fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (collectively, “Continuing Costs of Issuance”), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183 of the California Health and Safety Code. In addition, and as provided by Section 34177.5(f) of the California Health and Safety Code, if the Successor Agency is unable to complete the issuance of the Refunding Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 without reduction in its administrative cost allowance.

Further Resolved, pursuant to Health and Safety Code Section 34177(f) and Section 34179(h) of the California Health and Safety Code, this Resolution shall be effective five (5) business days after proper notification hereof is given to the Department of Finance unless the Department of Finance requests a review of the actions taken in this Resolution, in which case this Resolution will be effective upon approval by the Department of Finance.

Further Resolved, the officers of the Oversight Board and the staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution.

Further Resolved, the Successor Agency is hereby directed to transmit this Resolution to the Department of Finance.

Passed and adopted by the Solano Consolidated Oversight Board at its regular meeting of September 14, 2023 by the following vote:

AYES: BOARD MEMBERS

NOES: BOARD MEMBERS

EXCUSED: BOARD MEMBERS

_______, Chairperson
Solano Consolidated Oversight Board
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ATTEST:

Jeanette Neiger, Secretary

Packet Page 31 of 860Attachment 2 Page 5 of 5

Jones Hall draft 8-2-23

INDENTURE OF TRUST

Dated as of ______, 2023

by and between the

SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee

Relating to

$___________
Successor Agency to the Fairfield Redevelopment Agency
(Fairfield Redevelopment Projects)
2023 Tax Allocation Refunding Bonds
(Federally Taxable)

Packet Page 32 of 860Attachment 3 Page 1 of 61

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TABLE OF CONTENTS

Page
ARTICLE I:

DETERMINATIONS; DEFINITIONS:

Section 1.01. Findings and Determinations. ..................................................................................................... 4 Section 1.02. Definitions ...................................................................................................................................... 4 ARTICLE II:

AUTHORIZATION AND TERMS:

Section 2.01. Authorization of Bonds. ............................................................................................................. 15 Section 2.02. Terms of Bonds. ........................................................................................................................... 15 Section 2.03. Redemption of Bonds. ................................................................................................................ 16 Section 2.04. Form of Bonds. ............................................................................................................................ 17 Section 2.05. Execution of Bonds. .................................................................................................................... 18 Section 2.06. Transfer of Bonds. ....................................................................................................................... 18 Section 2.07. Exchange of Bonds. ..................................................................................................................... 18 Section 2.08. Registration of Bonds.................................................................................................................. 19 Section 2.09. Temporary Bonds. ....................................................................................................................... 19 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. ........................................................................... 19 Section 2.11. Book-Entry System. ..................................................................................................................... 20

ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS
Section 3.01. Issuance of Bonds. ....................................................................................................................... 22 Section 3.02. Application of Proceeds of Sale. ................................................................................................ 22 Section 3.03. Costs of Issuance Account ......................................................................................................... 22

ARTICLE IV
SECURITY OF BONDS AND PARITY BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security. ............................................................................................ 22 Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues ............................ 23 Section 4.03. Deposit of Amounts by Trustee. ............................................................................................... 24 Section 4.04. Parity Bonds. ............................................................................................................................... 25 Section 4.05. Subordinate Debt. ...................................................................................................................... 26 ARTICLE V:

OTHER COVENANTS OF THE SUCCESSOR AGENCY:

Section 5.01. Punctual Payment. ...................................................................................................................... 26 Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. ....................................... 26 Section 5.03. Extension of Payment. ................................................................................................................ 26 Section 5.04. Payment of Claims. ..................................................................................................................... 27 Section 5.05. Books and Accounts; Financial Statements. ............................................................................ 27 Section 5.06. Protection of Security and Rights of Owners. ......................................................................... 27 Section 5.07. Payments of Taxes and Other Charges. ................................................................................... 27 Section 5.08. Compliance with the Dissolution Act and the Law; Recognized Obligation Payment Schedules ................................................................................................................................ 28 Section 5.09. Plan Limits. .................................................................................................................................. 29 Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. ....................................................... 29 Section 5.11. Continuing Disclosure ............................................................................................................... 29 Section 5.12. Further Assurances. ................................................................................................................... 29 ARTICLE VI:

THE TRUSTEE:

Section 6.01. Duties, Immunities and Liabilities of Trustee. ....................................................................... 31 Packet Page 33 of 860Attachment 3 Page 2 of 61

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Section 6.02. Merger or Consolidation. ........................................................................................................... 32 Section 6.03. Liability of Trustee. ..................................................................................................................... 32 Section 6.04. Right to Rely on Documents and Opinions. ............................................................................ 35 Section 6.05. Preservation and Inspection of Documents. ............................................................................ 36 Section 6.06. Compensation and Indemnification. ........................................................................................ 36 Section 6.07. Deposit and Investment of Moneys in Funds. ........................................................................ 36 Section 6.08. Accounting Records and Financial Statements. ...................................................................... 37 Section 6.09. Appointment of Co-Trustee or Agent. ..................................................................................... 38 Section 6.10. Other Transactions with Successor Agency. ........................................................................... 38 ARTICLE VII:

MODIFICATION OR AMENDMENT OF THIS INDENTURE:

Section 7.01. Amendment With And Without Consent of Owners. ........................................................... 39 Section 7.02. Effect of Supplemental Indenture. ............................................................................................ 40 Section 7.03. Endorsement or Replacement of Bonds After Amendment. ................................................. 40 Section 7.04. Amendment by Mutual Consent. ............................................................................................. 40 ARTICLE VIII:

EVENTS OF DEFAULT AND REMEDIES OF OWNERS:

Section 8.01. Events of Default and Acceleration of Maturities................................................................... 41 Section 8.02. Application of Funds Upon Acceleration. ............................................................................... 42 Section 8.03. Power of Trustee to Control Proceedings. ............................................................................... 43 Section 8.04. Limitation on Owner's Right to Sue. ........................................................................................ 43 Section 8.05. Non-Waiver. ................................................................................................................................ 44 Section 8.06. Actions by Trustee as Attorney-in-Fact.................................................................................... 44 Section 8.07. Remedies Not Exclusive. ............................................................................................................ 44 ARTICLE IX:

MISCELLANEOUS:

Section 9.01. Benefits Limited to Parties. ........................................................................................................ 45 Section 9.02. Successor is Deemed Included in All References to Predecessor. ........................................ 45 Section 9.03. Discharge of Indenture. .............................................................................................................. 45 Section 9.04. Execution of Documents and Proof of Ownership by Owners. ............................................ 46 Section 9.05. Disqualified Bonds. ..................................................................................................................... 46 Section 9.06. Waiver of Personal Liability. ..................................................................................................... 46 Section 9.07. Destruction of Cancelled Bonds. ............................................................................................... 47 Section 9.08. Notices. ......................................................................................................................................... 47 Section 9.09. Partial Invalidity. ......................................................................................................................... 47 Section 9.10. Unclaimed Moneys. .................................................................................................................... 47 Section 9.11. Execution in Counterparts. ........................................................................................................ 48 Section 9.12. Governing Law. ........................................................................................................................... 48

EXHIBIT A (FORM OF BOND)
EXHIBIT B Recognized Obligation Debt Service Payment Schedule

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INDENTURE OF TRUST

THIS INDENTURE OF TRUST (this “Indenture”) is made and entered into as of ______, 2023, by and between the SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY, a public entity duly organized and existing under the laws of the State of California (the “Successor Agency”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”);

W I T N E S S E T H:

WHEREAS, the Fairfield Redevelopment Agency (the “Former Agency”) was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the “Redevelopment Law”), including the power to issue bonds for any of its corporate purposes; and

WHEREAS, a Redevelopment Plan (the “Cordelia Area Redevelopment Plan”) for the Cordelia Area Project (the “Cordelia Area Project”) was approved by Ordinance No. 83-14, enacted by the City Council of the City of Fairfield (the "City") on July 19, 1983; and

WHEREAS, a Redevelopment Plan (the “City Center Redevelopment Plan”) for the City Center Project (the “City Center Project”) was approved by Ordinance No. 82-13 enacted by the City Council of the City on July 6, 1982; and

WHEREAS, a Redevelopment Plan (the “Highway 12 Redevelopment Plan”) for the Highway 12 Redevelopment Project (the “Highway 12 Project”) was approved by Ordinances No. 79-45 and 79-46 enacted by the City Council of the City on December 27, 1979; and

WHEREAS, a Redevelopment Plan (the “Fairfield Regional Center Redevelopment Plan”) for the Fairfield Regional Center Redevelopment Project (the “Fairfield Regional Center Project”) was approved by Ordinance No. 76-31 enacted by the City Council of the City on February 23, 1976, as amended on December 15, 1983 by Ordinance No. 83-30; and

WHEREAS, a Redevelopment Plan (the “North Texas Street Redevelopment Plan”) for the North Texas Street Project (the “North Texas Street Project”) was approved by Ordinance No. 95-17 enacted by the City Council of the City on October 3, 1995 as amended by Ordinance No. 2006-20 enacted by the City Council of the City on September 19, 2006; and

WHEREAS, Assembly Bill X1 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012 (“AB 1484”), codified Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code (as amended from time to time, the “Dissolution Act”); and

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WHEREAS, in its decision in California Redevelopment Assn. v. Matosantos (2011) 53 Cal.4th 231, the California Supreme Court upheld the operative provisions of Assembly Bill X1 26; and

WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued its $6,725,000 Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (the “2011 Bonds”) pursuant to an Indenture of Trust, dated as of February 1, 2011 (the “2011 Indenture”), by and between the Former Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2011 Trustee”); and

WHEREAS, the 2011 Bonds are secured by and payable from certain incremental property tax revenues generated in the North Texas Street Project; and

WHEREAS, after dissolution of the Former Agency, and for the purpose of refunding certain outstanding enforceable obligations of the Successor Agency, the Successor Agency issued its $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds (the “2014 Bonds”) pursuant to the Refunding Law and an Indenture of Trust, dated as of April 1, 2014 (the “2014 Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2014 Trustee”); and

WHEREAS, the 2014 Bonds are secured by a pledge and payable from Tax Revenues (as defined in the 2014 Indenture); and

WHEREAS, the 2011 Bonds are subject to optional redemption on any date, without a premium; and

WHEREAS, Section 34177.5 of the California Health and Safety Code authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) of the California Health and Safety Code (the “Savings Parameters”); and

WHEREAS, the Successor Agency has determined that it can achieve debt service savings within such Savings Parameters by the issuance pursuant to the Refunding Law of its $___________ aggregate principal amount of Successor Agency to the Fairfield Redevelopment Packet Page 36 of 860Attachment 3 Page 5 of 61

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Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable) (the “Bonds”) to provide funds to refund the 2011 Bonds; and

WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured, and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Indenture; and

WHEREAS, all acts and proceedings required by law necessary to make the Bonds when executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows:

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ARTICLE I

DETERMINATIONS; DEFINITIONS

Section 1.01. Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture.

Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified.

“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled and (b) the principal amount of the Outstanding Bonds payable by their terms in such Bond Year.

“Bond” or “Bonds” means the Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects), 2023 Tax Allocation Refunding Bonds (Federally Taxable).

“Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally- recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code.

“Bond Insurer” means [to come]

“Bond Year” means, any twelve-month period beginning on August 2 in any year and ending on the next succeeding August 1, both dates inclusive, except that the first Bond Year shall begin on the Closing Date, and end on August 1, 2024.

“Business Day” means a day of the year on which banks in Los Angeles, California, are not required or permitted to be closed and on which the New York Stock Exchange is not closed.

“Chair” means the Chair of the Successor Agency or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution to perform the functions of the Chair in the event of the Chair's absence or disqualification.

“City” means the City of Fairfield, California, a municipal corporation and general law city duly organized and existing under the laws of the State.

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“Closing Date” means the date on which the Bonds are delivered by the Successor Agency to the original purchaser thereof.

“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the Successor Agency dated as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, bond insurance premiums, rating Successor Agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds.

“Costs of Issuance Account” means the account by that name established and held by the Trustee pursuant to Section 3.03.

“County” means the County of Solano, a county duly organized and existing under the laws of the State.

“Debt Service Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.03.

“Defeasance Obligations” means (i) cash, (ii) Federal Securities and (iii) Permitted Investments listed under subsection (b) of the definition thereof excluding Permitted Investments listed under (b) (iv) and (b) (vi).

“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.11.

“Depository System Participant” means any participant in the Depository's book-entry system.

“Dissolution Act” means Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code, as amended from time to time.

“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.

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“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A., as escrow agent under the Escrow Agreement.

“Escrow Agreement” means that certain Escrow Deposit and Trust Agreement, dated as of ____, 2023, by and between the Successor Agency and the Escrow Agent.

“Escrow Fund” means the fund of that name created and held by the Escrow Agent pursuant to the Escrow Agreement.

“Event of Default” means any of the events described in Section 8.01.

“Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States, as certified in writing by the Successor Agency to the Trustee.

“Fiscal Year” means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period.

“Former Agency” means the Fairfield Redevelopment Agency, a public body corporate and politic duly organized and existing under the Law and dissolved in accordance with the Dissolution Act.

“Indenture” means this Indenture of Trust by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof.

“Independent Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom:

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(a) is in fact independent and not under domination of the Successor Agency;

(b) does not have any substantial interest, direct or indirect, with the Successor Agency; and

(c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency.

“Independent Redevelopment Consultant” means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom:

(a) is judged by the Successor Agency to have experience in matters relating to the collection of Tax Revenues or otherwise with respect to the financing of redevelopment projects;

(b) is in fact independent and not under domination of the Successor Agency;

(d) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency.

“Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(a).

“Interest Payment Date” means February 1, 2024, and February 1 and August 1 in each year thereafter so long as any of the Bonds remain Outstanding hereunder.

“Law” means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto.

“Maximum Annual Debt Service” means, as of the date of calculation, the largest Annual Debt Service for the current or any future Bond Year as certified in writing by the Successor Agency to the Trustee.

“Moody's” means Moody's Investors Service and its successors.

“Nominee” means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.11(a).

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“North Texas Street Project Area" means the territory within the North Texas Street Redevelopment Project, as described in the North Texas Street Redevelopment Plan.

"North Texas Street Redevelopment Plan" has the meaning given to said term in the recitals hereto.

“North Texas Street Project Special Fund” means the fund of that name created by the Successor Agency pursuant to Section 4.02 in the event that Tax Revenues consist of Prior Tax Revenues, which shall be maintained as a special fund under the “Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.05) all Bonds except:

(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;

(b) Bonds paid or deemed to have been paid within the meaning of Section

9.03; and

(c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto.

“Oversight Board” means the Solano Consolidated Oversight Board duly constituted from time to time pursuant to Section 34179 of the California Health and Safety Code.

“Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books.

“Parity Bonds” means (i) the 2014 Bonds and (ii) any loans, bonds, notes, advances or indebtedness payable from Tax Revenues on a parity with the Bonds, and issued or incurred pursuant to and in accordance with the provisions of Section 4.04.

“Parity Bonds Instrument” means any resolution, indenture of trust, trust agreement or other instrument authorizing the issuance of any Parity Bonds.

“Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.

“Pass-Through Agreements” means (i) with respect to the Cordelia Area Redevelopment Project, that certain agreement between the Former Agency and the County, dated as of June 28, 1983, such agreement having been entered into by the Former Agency pursuant to Section 33401 of the California Health and Safety Code; and (ii) with respect to the City Center Redevelopment Project, that certain agreement between the Former Agency and the County, dated as of June 28, 1983, such agreement having been entered into by the Former Agency pursuant to Section 33401 of the California Health and Safety Code.

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“Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:

(a) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest;

(b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securitie s are only permitted if they have been stripped by the Successor Agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export- Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Administration; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of the Government National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime Administration; (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development;

(c) Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government- sponsored enterprises;

(d) money market funds (including funds of the Trustee or its affiliates) registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G” or “AAAm” and, if rated by Moody’s, rated Aaa, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee;;

(e) certificates of deposit secured at all times by collateral described in (a), (b) or (c) above, which have a maturity of one year or less, which are issued by commercial banks, including affiliates of the Trustee, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Trustee on behalf of the Bond Owners must have a perfected first security interest in such collateral;
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(f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Trustee and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation;

(g) commercial paper with the highest ranking or of the highest letter and number rating as provided for by Moody’s and S&P at the time of purchase;

(h) bonds or notes issued by any state or municipality which are rated in one of the two highest rating categories by Moody’s and S&P;

(i) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of the highest ranking or of the highest letter and number rating as provided for by Moody’s and S&P;

(j) repurchase agreements for thirty (30) days or less (more than thirty (30) days which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee and the transfer of cash from the Trustee to the d ealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date, which satisfy the following criteria:

(i) repurchase agreements must be between the Trustee and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation and which are rated “A” or better by Moody’s and S&P, or (B) a bank rated “A” or better by Moody’s and S&P;

(ii) the written repurchase agreement contract must include the following: (A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal Successor Agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Trustee or a third party acting as agent for the Trustee simultaneous with payment (perfection by possession of certificated securities); (D) the Trustee must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third-party liens and, in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two day restoration period, will require the Trustee to liquidate the collateral; (G) the securities must be valued weekly, marked-to-market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Packet Page 44 of 860Attachment 3 Page 13 of 61

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Federal Home Loan Mortgage Corporation, in which case the collateral must be equal to 105% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest). If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Trustee, then additional cash and/or acceptable securities must be transferred; and

(iii) a legal opinion must be delivered to the Trustee to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds;

(k) pre-refunded municipal bonds rated “Aaa” by Moody's and “AAA” by S&P; provided, however, pre-refunded municipal bonds rated by S&P only (i.e., no Moody's rating) are acceptable if such pre-refunded municipal bonds were pre-refunded with cash, direct U.S. or U.S. guaranteed obligations or AAA rated pre-refunded municipal bonds;

(l) the Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to deposit and withdraw from such investment directly in its own name; and

(m) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the Government Code of California, as it may be amended.

“Plan Limits” means the limitations contained in the Redevelopment Plan on the number of dollars of taxes which may be divided and allocated to the Successor Agency pursuant to the Redevelopment Plans, as such limitation is prescribed by Section 33333.4 of the California Health and Safety Code.

“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(b).

“Principal Corporate Trust Office” means such principal corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Successor Agency. Except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the corporate trust office of The Bank of New York Mellon Trust Company, N.A. in San Francisco, CA or such other office or agency of the Trustee at which at any particular time, its corporate trust agency shall be conducted.

“Prior Tax Revenues” means all taxes pledged and annually allocated within the Plan Limits, following the Closing Date, and paid to the Successor Agency with respect to the North Texas Street Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the California Health and Safety Code and section 16 of Article XVI of the Constitution of the Packet Page 45 of 860Attachment 3 Page 14 of 61

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State, or pursuant to other applicable State laws, and as provided in the North Texas Street Redevelopment Plan, and all payments, subventions and reimbursements, if any, to the Successor Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations; but excluding all other amounts of such taxes (if any) (i) required to be deposited into the Low and Moderate Income Housing Fund of the Successor Agency pursuant to section 33334.3 of the California Health and Safety Code for increasing and improving the supply of low and moderate income housing, (ii) amounts payable by the State to the Successor Agency under and pursuant to Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with section 16110) of the California Government Code, and (iii) payable by the Successor Agency under Section 33607.5 of the California Health and Safety Code except, and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the Bonds.

“Recognized Obligation Payment Schedule” means the schedule by that name prepared before each six-month fiscal period in accordance with the requirements of Section 34177(l) of the California Health and Safety Code.

“Record Date” means, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day.

“Redemption Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(d).

“Redevelopment Obligation Retirement Fund” means the fund established and held by the Successor Agency pursuant to Section 34170.5(a) of the California Health and Safety Code.

In the event that the Redevelopment Property Tax Trust Fund provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent shall become applicable to the Bonds or Parity Bonds, then the term “Redevelopment Property Tax Trust Fund” shall mean the North Texas Street Special Fund required to be created by the Successor Agency under Section 4.02.

“Redevelopment Projects” means, collectively, the Cordelia Area Project, the City Center Project, the Highway 12 Project, the Fairfield Regional Center Project and the North Texas Street Project.

“Redevelopment Property Tax Trust Fund” means the fund established pursuant to Section 34170.5(b) of the California Health and Safety Code and administered by the Solano County Auditor –Controller.

“Registration Books” means the records maintained by the Trustee pursuant to Section

2.08 for the registration and transfer of ownership of the Bonds.

“Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto.

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“Reserve Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(c).

“Reserve Policy” means the [to come].

“Reserve Requirement” means the lesser of (i) 10 percent of the original principal amount of the Bonds, less original discount (if any), plus original issue premium (if any), on the Bond; (ii) 125% of average Annual Debt Service; or (iii) Maximum Annual Debt Service.

“S&P” means S&P Global Ratings and its successors.

“Securities Depositories” means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Successor Agency may designate in a Written Request of the Successor Agency delivered to the Trustee.

“State” means the State of California.

“Subordinate Debt” means any bonds, notes, loans, advances or other indebtedness issued or incurred by the Successor Agency that are either: (a) payable from, but not secured by a pledge of or lien upon, the Tax Revenues; or (b) secured by a pledge of or li en upon the Tax Revenues that is subordinate to the pledge of and lien upon the Tax Revenues hereunder for the security of the Bonds and any Parity Debt.

“Successor Agency” means the Successor Agency to the Fairfield Redevelopment Agency, a public entity duly organized and existing under the Dissolution Act. In the event that Tax Revenues shall consist of Prior Tax Revenues, the term “Successor Agency” shall mean the Former Agency or other successor to the Successor Agency.

“Supplemental Indenture” means any resolution, agreement or other instrument which has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

“Tax Revenues” means the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the California Health and Safety Code, as provided in paragraph (2) of subdivision (a) of Section 34183 of the California Health and Safety Code Act; except for amounts deposited therein to pay debt service on the North Texas Street Project Area Tax Allocation Bonds, Series 2011. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions of the Dissolution Act, provisions of the Law or the equivalent shall become applicable to the Bonds, then the term “Tax Revenues” shall mean the Prior Tax Revenues.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI.

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“Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by the Executive Director, Secretary or Treasurer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose.

Section 1.03. Rules of Construction. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

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ARTICLE II

AUTHORIZATION AND TERMS

Section 2.01. Authorization of Bonds. Bonds in the aggregate principal amount of )_______________ Dollars ($___________) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Dissolution Act and the Refunding Law. This Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Bonds shall be designated the “Successor Agency to the Fairfield Redevelopment Agency, Fairfield Redevelopment Projects 2023 Tax Allocation Refunding Bonds (Federally Taxable)”.

Section 2.02. Terms of Bonds. The Bonds shall be dated as of the Closing Date, and shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The Bonds shall mature and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rate per annum as follows:

Maturity Date
(August 1)
Principal
Amount
Interest Rate
Per Annum

Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) shall be payable on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such Owner as it appears on the Registration Books as of such Record Date; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee prior to the applicable Record Date.

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Principal of and redemption premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or redemption, at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America.

Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) a Bond is authenticated on or before January 15, 2024, in which event it shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Section 2.03. Redemption of Bonds.

(a) Optional Redemption. The Bonds maturing on or before August 1, ____, are not subject to optional redemption prior to maturity. The Bonds maturing on and after August 1, ____, are subject to redemption, at the option of the Successor Agency on any date on or after August 1, ____, as a whole or in part, by such maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

The Successor Agency shall be required to give the Trustee written notice of its intention to redeem Bonds under this subsection (a) with a designation of the principal amount and maturities to be redeemed at least forty-five (45) days prior to the date fixed for such redemption (or such late date as is acceptable to the Trustee).

(b) Notice of Redemption. The Trustee, on behalf and at the expense of the Successor Agency, shall mail (by first class mail, postage prepaid) notice of any redemption at least twenty (20) but not more than sixty (60) days prior to the redemption date, to (i) to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories and to the Municipal Securities Rulemaking Board Electronic Municipal Market Access (EMMA) system accessible at the emma.msrb.org website; but such mailing shall not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall state that such redemption is conditioned upon the timely delivery of the redemption price by the Successor Agency to the Trustee for deposit in the Redemption Account, shall designate the CUSIP number of the Bonds to be redeemed, shall state the individual n umber of each Bond to be redeemed or shall state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

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The Successor Agency has the right to rescind any notice of the optional redemption of Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The Successor Agency and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

(c) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Successor Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor Agency, a new Bond or Bonds of the same interest rate and maturity, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

(d) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice.

(e) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Successor Agency thereof to the extent Bonds are no longer held in book-entry form. In the event of redemption by lot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal amount of each such Bond. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be cancelled and destroyed.

Section 2.04. Form of Bonds. The Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

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Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of its Executive Director and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency.

Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore set forth, executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by the Trustee, may be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized denomination. The Trustee shall collect from the Owner any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Successor Agency.

The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a) any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency.

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The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a) any Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption.

Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture.

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Section 2.11. Book-Entry System.

(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books.

With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall promptly deliver a copy of the same to the Trustee.

(b) Representation Letter. In order to qualify the Bonds for the Depository's book- entry system, the Successor Agency shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Successor Agency any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. In addition to the execution Packet Page 54 of 860Attachment 3 Page 23 of 61

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and delivery of such letter, upon written request of the Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program.

(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency determines to terminate the Depository as such, then the Successor Agency shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Successor Agency fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof.

(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

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ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS

Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver to the Trustee Bonds in the aggregate principal amount of ____________ Dollars ($___________) and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Successor Agency.

Section 3.02. Application of Proceeds of Sale. On the Closing Date the proceeds of sale of the Bonds shall be paid to the Trustee and applied as follows:

(a) The Trustee shall deposit the amount of $________ in the Costs of Issuance Account.

(b) The Trustee shall transfer the amount of $________ to the Escrow Agent for deposit in the Escrow Fund.

Section 3.03. Costs of Issuance Account. There is hereby established a separate account to be known as the “Costs of Issuance Account”, to be held by the Trustee in trust. The moneys in the Costs of Issuance Account shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred, and that such payment is a proper charge against said fund.

Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts.

On the date which is six (6) months following the Closing Date, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Account shall be withdrawn therefrom by the Trustee and transferred to the Interest Account of the Debt Service Fund, and the Costs of Issuance Account shall be closed.

ARTICLE IV

SECURITY OF BONDS AND PARITY BONDS; FLOW OF FUNDS

Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the Bonds and any Parity Bonds shall be equally secured by a pledge of, security interest in and lien on all of the Tax Revenues defined in the first sentence thereof, and a first and exclusive pledge of, security interest in and lien upon all of the Tax Revenues in the Redevelopment Obligation Retirement Fund, without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery.

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Except as provided in Section 6.06, the Bonds shall be equally secured by a pledge of, security interest in and lien on all of the Tax Revenues defined in the second sentence thereof, and a first and exclusive pledge of, security interest in and lien upon all of the Tax Revenues in the North Texas Street Project Special Fund (if applicable), without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery.

In addition, the Bonds shall be equally secured by all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account, and the pledge and lien created with respect to the Bonds by Section 34177.5 of the California Health & Safety Code. Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds or any Parity Bonds.

In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds w ithout preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. The Successor Agency has established the Redevelopment Obligation Retirement Fund pursuant to Section 34170.5(a) of the California Health and Safety Code, which the Successor Agency shall continue to hold and maintain while Bonds and any Parity Bonds are Outstanding. The Successor Agency shall transfer all of the Tax Revenues received in any Bond Year to the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency, until such time during such Bond Year as the amounts on deposit in the Redevelopment Obligation Retirement Fund equal the aggregate amounts required to be transferred to the Trustee for deposit into the Interest Account, the Principal Account, the Reserve Account and the Redemption Account in such Bond Year pursuant to Section 4.03 and any accounts created under any Parity Bonds Instrument for the payment of debt service on Parity Bonds issued thereunder.

All Tax Revenues received by the Successor Agency during any Bond Year in excess of the amount required to be deposited in the Redevelopment Obligation Retirement Fund during such Bond Year pursuant to the preceding paragraph of this Section 4.02 shall be released from the pledge and lien hereunder for the security of the Bonds and any Parity Bonds and shall be applied by the Successor Agency in accordance with the Dissolution Act and the Law, as applicable. Prior to the payment in full of the principal of and interest on the Bonds and any Parity Bonds and the payment in full of all other amounts payable hereunder and under any Parity Bonds Instrument, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Redevelopment Obligation Retirement Fund, except as may be provided in this Indenture and in any Parity Bonds Instrument.

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In the event that the Redevelopment Property Tax Trust Fund provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent shall become applicable to the Bonds, then the Successor Agency shall immediately create a fund entitled “Successor Agency to the Fairfield Redevelopment Agency, North Texas Street Redevelopment Project 2023 Tax Allocation Refunding Bonds – Special Fund.”

Thereafter, until all the Bonds have been fully paid or discharged, the Successor Agency shall deposit Prior Tax Revenues generated in the North Texas Street Redevelopment Project in the North Texas Street Redevelopment Project Special Fund, and shall transfer such Prior Tax Revenues to the Trustee pursuant to Section 4.03.

Section 4.03. Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust.

Moneys in the Redevelopment Obligation Retirement Fund shall be transferred by the Successor Agency to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are hereby established or continued in the Debt Service Fund, and in the following order of priority:

(a) Interest Account. On or before the sixth (6th) Business Day preceding each Interest Payment Date, the Successor Agency shall withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee, for deposit in the Interest Account an amount which when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date.

No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to this Indenture).

(b) Principal Account. On or before the sixth (6th) Business Day preceding August 1 in each year beginning August 1, 2024, the Successor Agency shall withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstanding Bonds on the next August 1. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next August 1 on all of the Outstanding Bonds.

All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable.

(c) Reserve Account. The Reserve Policy shall be deposited in the Reserve Account on the Closing Date. The Trustee shall draw on the Reserve Policy in accordance with its terms to assure timely payment of principal and interest on the Packet Page 58 of 860Attachment 3 Page 27 of 61

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Bonds if there are insufficient funds in the Principal Account or the Interest Account to pay interest and principal on the Bonds as the same becomes due and payable. In the event that there is a draw on the Reserve Policy due to insufficient funds in the Principal Account or the Interest Account to pay interest and principal on the Bonds as the same becomes due and payable, the Trustee shall promptly notify the Successor Agency of such fact. Promptly upon receipt of any such notice, the Successor Agency shall pay to the Bond Insurer an amount sufficient to repay the Bond Insurer for such draw on the Reserve Policy. The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of the Indenture and provide notice to the Bond Insurer at least five Business Days prior to each date upon which interest or principal is due on the Bonds. [Discuss]

(d) Redemption Account. On or before the Business Day preceding any date on which Bonds are to be redeemed pursuant to Section 2.03(a), the Trustee shall withdraw from the Debt Service Fund any amount transferred by the Successor Agency pursuant to Section 2.03(a) for deposit in the Redemption Account, such amount being the amount required to pay the principal of the Bonds to be redeemed on such date pursuant to Section 2.03(a). All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds to be redeemed pursuant to Section 2.03(a) on the date set for such redemption. Interest due on Bonds to be redeemed on the date set for redemption shall, if applicable, be paid from funds available therefor in the Interest Account

Section 4.04. Parity Bonds. In addition to the Bonds and the 2014 Bonds, the Successor Agency may issue or incur Parity Bonds in such principal amount as shall be determined by the Successor Agency. The Successor Agency may issue and deliver any Parity Bonds subject to the following specific conditions, which are hereby made conditions precedent to the issuance and delivery of such Parity Bonds issued under this Section:

(a) Such Parity Bonds shall have been delivered in accordance with the Law or the Dissolution Act, as applicable, as evidenced by an opinion of Bond Counsel to such effect, delivered to the Trustee and the Successor Agency.

(b) No Event of Default shall have occurred and be continuing, and the Successor Agency shall otherwise be in compliance with all covenants set forth in this Indenture.

(c) The Tax Revenues received or to be received for the then current Fiscal Year shall, as shown in a Report prepared by an Independent Redevelopment Consultant filed with the Successor Agency, be at least equal to one hundred twenty-five percent (125%) of Maximum Annual Debt Service on the Bonds and any Parity Bonds to be outstanding following issuance of the Parity Bonds.

(d) The related Parity Bonds Instrument shall provide that:

(i) Interest on such Parity Bonds which bears interest at a fixed rate of interest shall be payable on February 1 and August 1 in each year of the term Packet Page 59 of 860Attachment 3 Page 28 of 61

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of such Parity Bonds except the first twelve month period, during which interest may be payable on any February 1 and August 1;

(ii) The principal of such Parity Bonds shall be payable on August 1 in any year in which principal is payable; and

(iii) The Trustee shall act as trustee for the owners of the Parity Bonds, and identified as such in the Parity Bonds Instrument.

(e) The Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Bonds set forth in subsections (a), (b), (c), and (d) above have been satisfied, upon which Written Certificate of the Successor Agency the Trustee may rely conclusively in determining whether such conditions have been satisfied.

Section 4.05. Subordinate Debt. The Successor Agency may issue or incur Subordinate Debt in such principal amount as shall be determined by the Successor Agency. Any Subordinate Debt that is issued as bonds or incurred in the form of a loan shall be payable on the same dates as the Bonds.

ARTICLE V

OTHER COVENANTS OF THE SUCCESSOR AGENCY

Section 5.01. Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture.

The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein.

Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Tax Revenues, excepting only the Bonds, any Parity Bonds and any Subordinate Debt. The Successor Agency will not otherwise encumber, pledge or place any charge or lien upon any of the Tax Revenues or other amounts pledged to the Bonds superior to the pledge and lien herein created for the benefit of the Bonds.

Section 5.03. Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other Packet Page 60 of 860Attachment 3 Page 29 of 61

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manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Tax Revenues or other amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims.

Section 5.05. Books and Accounts; Financial Statements. The Successor Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Successor Agency and the City of Fairfield, in which complete and correct entries shall be made of all transactions relating to the Tax Revenues, the Redevelopment Property Tax Trust Fund and the Redevelopment Obligation Retirement Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

The Successor Agency will cause to be prepared, within two hundred seventy (270) days after the close of each Fiscal Year so long as the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Tax Revenues, all disbursements of Tax Revenues and the financial condition of the Successor Agency, including the balances in all funds and accounts relating to the Redevelopment Projects, as of the end of such Fiscal Year. The Successor Agency shall furnish a copy of such financial statements to any Owner upon reasonable request of such Owner and at the expense of such Owner.

Section 5.06. Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after the Closing Date, the Bonds shall be incontestable by the Successor Agency.

Section 5.07. Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Redevelopment Projects, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Redevelopment Projects or any part thereof.

Packet Page 61 of 860Attachment 3 Page 30 of 61

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Section 5.08. Compliance with the Dissolution Act and the Law; Recognized Obligation Payment Schedules.

(a) The Successor Agency shall comply with all of the requirements of the Dissolution Act and the Law.

(b) Pursuant to Section 34177 of the California Health and Safety Code, in order to accomplish the foregoing, not later than February 1 of each year commencing February 1, 2024, so long as the Bonds are outstanding, the Successor Agency shall submit an Oversight Board- approved Recognized Obligation Payment Schedule to the California Department of Finance and to the Solano County Auditor-Controller that provides for the distribution of the following amounts:

(i) for distribution on June 1, all debt service coming due and payable on all Outstanding Bonds and outstanding Parity Bonds on the next succeeding August 1, less any amounts previously deposited in the Redevelopment Obligation Retirement Fund for payment of debt service on the Outstanding Bonds and outstanding Parity Bonds on such August 1 (taking into account any amounts available that were intended to pay debt service on the refunded 2011 Bonds and 2014 Bonds);

(ii) for distribution on January 2:

(A) all debt service coming due and payable on all Outstanding Bonds and any outstanding Parity Bonds on the next succeeding February 1 and August 1; and

(B) at least 50% (but, at the discretion of the Successor Agency, an amount up to 100%) of all debt service coming due and payable on all Outstanding Bonds and outstanding Parity Bonds on the next succeeding February 1 and August 1;

(iii) any amounts required to replenish the Reserve Account and any reserve account established for any Parity Bonds, [and any amounts due and owing to an issuer of an insurance policy guaranteeing the scheduled payment of the principal of and interest on any of the Bonds and any Parity Bonds when due, and any issuer of a debt service reserve fund insurance policy, letter of credit or similar instrument under the Indenture or any of the indentures pursuant to which the Existing Bonds were issued].
(c) In addition, the Successor Agency also covenants to take all actions required under Section 34183(b) of the California Health and Safety Code to ensure that Tax Revenues that otherwise would be paid to the taxing entities under Section 34183(a) of the California Health and Safety Code are paid to the Successor Agency if needed to pay debt service on the Bonds and any Parity Bonds. Without limiting the foregoing, the Successor Agency covenants that it will, on or before May 1 and December 1 of each year, file a Notice of Insufficiency with the County Auditor-Controller if the amount of Tax Revenues available to the Successor Agency from the Redevelopment Property Tax Trust Fund on the upcoming June 1 or January 2, as applicable, is insufficient to pay debt service on the Outstanding Bonds and any Packet Page 62 of 860Attachment 3 Page 31 of 61

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outstanding Parity Bonds, to replenish the Reserve Account established hereunder or the reserve accounts established for any outstanding Parity Bonds [and to pay an issuer of an insurance policy guaranteeing the scheduled payment of the principal of and interest on any of the Bonds and any Parity Bonds when due, and any issuer of a debt service reserve fund insurance policy, letter of credit or similar instrument under the Indenture or any of the indentures pursuant to which the Existing Bonds were issued].

(d) In the event the provisions set forth in the Dissolution Act as of the Closing Date of the Bonds that relate to the filing of Recognized Obligation Debt Service Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Bonds.

Section 5.09. Plan Limits. If and to the extent that the Plan Limits apply to the Successor Agency under applicable law, the Successor Agency agrees that the aggregate amount of annual debt service on the Bonds to be paid on all outstanding obligations payable from Tax Revenues shall at no time exceed 95% of the amount of Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits. In the event that the amount of such annual debt service at any time equals or exceeds 95% of Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits, all Tax Revenues thereafter received by the Successor Agency shall immediately be deposited with the Trustee and deposited by the Trustee into a special escrow fund (which shall be held by the Trustee to be applied for the sole purpose of paying the principal of and interest on the Bonds (including upon early redemption).

Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent become applicable to the Bonds, the Successor Agency shall comply with all requirements of the Law to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and, in the case of amounts payable by the State, appropriate officials of the State.

Section 5.11. Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.18.

Section 5.12. Further Assurances. The Successor Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonabl y necessary or proper to carry out the intention or to facilitate the performance of this Indenture, Packet Page 63 of 860Attachment 3 Page 32 of 61

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and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

Packet Page 64 of 860Attachment 3 Page 33 of 61

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ARTICLE VI

THE TRUSTEE

Section 6.01. Duties, Immunities and Liabilities of Trustee.

(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(b) The Successor Agency may remove the Trustee at any time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall appoint a successor Trustee by an instrument in writing.

(c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing.

(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of Packet Page 65 of 860Attachment 3 Page 34 of 61

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such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations.

Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall mail a notice of the succession of such Trustee to the trusts hereunder to the Owners at their respective addresses shown on the Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Successor Agency.

(e) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a financial institution having a trust office in the State, having (or in the case of a corporation or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

Section 6.02. Merger or Consolidation. Any bank, national banking association or trust company into which the Trustee may be merged or converted or with which may be consolidated or any bank, national banking association or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national, banking association or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association or trust company shall be eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 6.03. Liability of Trustee.

(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any Packet Page 66 of 860Attachment 3 Page 35 of 61

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responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding.

(b) The Trustee shall not be liable for any error of judgment made by a responsible employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent facts.

(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture.

(d) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or intentional misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory duty.

(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency’s certificates to establish the Successor Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Redevelopment Obligation Retirement Fund and the investment and application of moneys on deposit in the Redevelopment Obligation Retirement Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder).

The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of the other conditions, covenants and Packet Page 67 of 860Attachment 3 Page 36 of 61

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terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law.

The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder.

The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds.

Before taking any action under Article VIII or this Article at the request of the Owners the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods:

S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.

The Successor Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Successor Agency. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions Packet Page 68 of 860Attachment 3 Page 37 of 61

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notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

Section 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion or other paper or document believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence or intentional misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee may Packet Page 69 of 860Attachment 3 Page 38 of 61

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conclusively rely on any certificate or report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency.

Section 6.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of the Successor Agency and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions.

Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal from the Trustee approved by the Successor Agency and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in - house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel).

The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense including legal fees and expenses and liabilities which it may incur arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture.

Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account, the Redemption Account and the Costs of Issuance Account shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in the Written Request of the Successor Agency filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such Written Request of the Successor Agency, the Trustee shall invest any such moneys in Permitted Investments described in clause (d) of the definition thereof, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder, provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written instructions from the Successor Agency specifying a specific money market fund and, if no such written instructions are so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further Packet Page 70 of 860Attachment 3 Page 39 of 61

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investigation with respect thereto. With respect to any restrictions set forth in the above list which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained at the Successor Agency’s expense. Moneys in the Reserve Account may only be invested in Permitted Investments having maturities of five (5) years or less. Moneys in the Redevelopment Obligation Retirement Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account; provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account, to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made pursuant to this Section.

The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder.

All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account (report) to the Successor Agency for earnings derived from funds that have been invested.

The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value.

Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Account shall be valued by the Successor Agency at their present value (within the meaning of section 148 of the Code).

Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account Packet Page 71 of 860Attachment 3 Page 40 of 61

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shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, at least monthly, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture.

Section 6.09. Appointment of Co-Trustee or Agent. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized th at in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co-trustee. The following provisions of this Section 6.09 are adopted to these ends.

In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co- trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them; provided, however, in no event shall the Trustee be responsible or liable for the acts or omissions of any co-trustee.

Should any instrument in writing from the Successor Agency be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Successor Agency. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal or agent, may engaged in or be interested in any financial or other transaction with the Successor Agency.

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ARTICLE VII

MODIFICATION OR AMENDMENT OF THIS INDENTURE

Section 7.01. Amendment With And Without Consent of Owners. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption and, but without the consent of any Owners, to the extent permitted by law and only for any one or more of the following purposes-

(a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or

(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or

[(c) to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or]

(d) to amend the Recognized Obligation Debt Service Payment Schedule set forth in Exhibit B to take into account the redemption of any Bond prior to its maturity.

Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and pla ce and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In addition, the Trustee shall be entitled to an opinion of counsel concerning the Supplemental Indenture’s lack of any material adverse effect on the Owners.

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Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any amendment or modification hereof pursuant to this Article VII, the Successor Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Trust Office of the Trustee, without cost to such Owners.

Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond.

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ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS

Section 8.01. Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder:

(a) if default shall be made by the Successor Agency in the due and punctual payment of the principal of or interest on any Bond or Parity Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise;

(b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such 30 day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such 30 day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time; or

(c) If the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property.

If an Event of Default has occurred under this Section and is continuing, the Trustee may, and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds or any Parity Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds and Parity Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds or Parity Bonds to the contrary notwithstanding, and (b) the Trustee shall, subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bond Owners and the owners of Parity Bonds in law or at equity.

Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Successor Agency by Packet Page 75 of 860Attachment 3 Page 44 of 61

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telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds and Parity Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Owners and the owners of Parity Bonds by mail, which shall include the statement that interest on the Bonds and Parity Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds and Parity Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds and Parity Bonds is actually paid on such date).

This provision, however, is subject to the condition that if, at any time after the principal of the Bonds and Parity Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds and Parity Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds and Parity Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to the Owners of all Bonds and the Owners of Parity Bonds then Outstanding, and the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds and Parity Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.

Section 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder and under a Parity Bonds Instrument upon the date of the declaration of acceleration as provided in Section

8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the several Bonds and Parity Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees, expenses of the Trustee; and

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Second, to the payment of the whole amount then owing and unpaid upon the Bonds and Parity Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds and Parity Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest.

Section 8.03. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds and Parity Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds and the Parity Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.

Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued hereunder or the owner of any Parity Bond issued under a Parity Bonds Instrument shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture or under a Parity Bonds Instrument, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or Packet Page 77 of 860Attachment 3 Page 46 of 61

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affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Section 8.05. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the principal of and interest on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds.

A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by applicable law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee.

If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in- fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact, provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel).

Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by applicable law.

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ARTICLE IX

MISCELLANEOUS

Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners.

Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Indenture. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways:

(i) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; or

(ii) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, or;

(iii) by irrevocably depositing with the Trustee or an escrow agent, in trust, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity;

and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the covenants of the Successor Agency hereunder Packet Page 79 of 860Attachment 3 Page 48 of 61

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with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part.

In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books.

Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith.

Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City of Fairfield (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. The Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate.

Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal of Packet Page 80 of 860Attachment 3 Page 49 of 61

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or interest or any premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.07. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to.

Section 9.08. Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:

If to the Successor Agency: Successor Agency to the Redevelopment Agency of the City of Fairfield
1000 Webster Street
Fairfield, CA 94533
FAX: (707) 428-7621

If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 100 Pine Street, Suite 3100
San Francisco, CA 94111
Attn: Corporate Trust Department

Section 9.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable. Such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof.

Section 9.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become Packet Page 81 of 860Attachment 3 Page 50 of 61

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payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) on of such Bonds.

Section 9.11. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 9.12. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State.

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IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its Executive Director and attested by its Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY

By:

Executive Director

ATTEST:

Secretary

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee

By:

Authorized Officer

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A- 1

EXHIBIT A

(FORM OF BOND)

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SOLANO

SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY
(FAIRFIELD REDEVELOPMENT PROJECTS)
2023 TAX ALLOCATION REFUNDING BOND (FEDERALLY TAXABLE)

INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_________ 1, ______

REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: DOLLARS

The SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY, a public body, corporate and politic, duly organized and existing under and by virtue of the law s of the State of California (the “Successor Agency”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date (the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before January 15, 2024, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on February 1 and August 1 in each year, commencing February 1, 2024 (each an “Interest Payment Date”), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the corporate trust office of The Bank of New York Mellon Trust Company, N.A. in San Francisco, CA, as trustee (the “Trustee”), or at such other place as designated by the Trustee (the Packet Page 84 of 860Attachment 3 Page 53 of 61

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“Corporate Trust Office”). Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest Payment Date.

This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as “Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable)” (the “Bonds”), of an aggregate principal amount of __________________ Dollars ($___________), all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California (the “Refunding Law”) and pursuant to an Indenture of Trust, dated as of ______, 2023, entered into by and between the Successor Agency and the Trustee (the “Indenture”), authorizing the issuance of the Bonds. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Dissolution Act, the Law (as defined in the Indenture) and the Refunding Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees.

The Bonds have been issued by the Successor Agency for the purpose of providing funds to refund the outstanding Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable).

There has been created under the Dissolution Act the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and applicable law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds. In addition, the Bonds shall be additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account, and the Redemption Account (as such terms are defined in the Indenture).

Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption Packet Page 85 of 860Attachment 3 Page 54 of 61

A- 3
premium, if any, on the Bonds. The pledge of Tax Revenues as described in the first sentence of the definition is on a parity with a similar pledge to the Successor Agency’s outstanding its $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds.

The Bonds maturing on or before August 1, ____, are not subject to optional redemption prior to maturity. The Bonds maturing on and after August 1, ____, are subject to redemption, at the option of the Successor Agency on any date on or after August 1, ____, as a whole or in part, by such maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

As provided in the Indenture, notice of redemption shall be given by first class mail no less than twenty (20) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption.

If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner Packet Page 86 of 860Attachment 3 Page 55 of 61

A- 4
and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bond selected for redemption.

The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary.

The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

This Bond is not a debt of the City of Fairfield, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law, the Dissolution Act, the Refunding Law, and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law, the Dissolution Act, the Refunding Law, or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

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This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee.

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IN WITNESS WHEREOF, the Successor Agency to the Fairfield Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and its seal to be reproduced hereon and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above.

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY

By:

Executive Director

(S E A L)

ATTEST:

Secretary

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TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the within-mentioned Indenture.

Authentication Date: _______________

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. Trustee

By:

Authorized Signatory

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or Tax Regulations:

TEN COM -- as tenants in common UNIF GIFT MIN ACT ______Custodian _____ TEN ENT -- as tenants by the entireties (Cust.) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors Act __________ of survivorship and not as (State)
tenants in common
COMM PROP -- as community property

ADDITIONAL ABBREVIATIONS MAY ALSO BE USED

THOUGH NOT IN THE LIST ABOVE

(FORM OF ASSIGNMENT)

For value received the undersigned hereby sells, assigns and transfers unto

(Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: __________________________

Signatures Guaranteed:

Note: Signature(s) must be guaranteed by an eligible
guarantor.

Note: The signatures(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.

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B-1

EXHIBIT B

RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE

Period
Ending

Principal

Interest
Debt
Service
Annual Debt
Service

Packet Page 92 of 860Attachment 3 Page 61 of 61

ESCROW DEPOSIT AND TRUST AGREEMENT

THIS ESCROW DEPOSIT AND TRUST AGREEMENT (the “Agreement”) is dated as of October 1, 2023 and is entered into by and between the SUCCESSOR TO THE FAIRFIELD REDEVELOPMENT AGENCY (herein the “Successor Agency”), a public entity, duly organized and existing under the laws of the State of California, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association having a corporate trust office in California, as escrow agent (the “Escrow Agent”) and 2011 Trustee (as defined below),.

W I T N E S S E T H:

WHEREAS, Assembly Bill X1 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012 (“AB 1484”), codified Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Co de (as amended from time to time, the “Dissolution Act”); and

WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued its $6,725,000 Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable) (the “2011 Bonds”) pursuant to an Indenture of Trust, dated as of February 1, 2011 (the “2011 Indenture”), by and between the Former Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2011 Trustee”); and

WHEREAS, the Successor Agency, by its Resolution No. SA2023-01 adopted on August 15, 2023 (the “Resolution of Issuance”) has authorized the issuance of the $______ Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable) (the. “Refunding Bonds”) under an Indenture of Trust dated as of October 1, 2023 (the “2023 Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2023 Trustee”), and therein determined to use the proceeds of the Refunding Bonds to refund the 2011 Bonds, all as described in the Resolution of Issuance; and

WHEREAS, the Successor Agency wishes to enter into this Agreement to provide for the proceeds of sale of the Refunding Bonds, together with other funds held by the 2011 Trustee, to be deposited in an irrevocable special escrow fund created and maintained with the Escrow Agent Packet Page 93 of 860Attachment 4 Page 1 of 13

2 for the purpose of providing for the payment in full of the principal, interest and redemption premium, if any, on the outstanding 2011 Bonds; and

WHEREAS, the Escrow Agent has full powers to act with respect to said escrow fund and to perform the duties and obligations to be undertaken pursuant to this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the Successor Agency and the Escrow Agent agree as follows:

Section 1. Establishment of Escrow Fund; Deposit and Investment of Funds. The Successor Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds required to redeem and defease the 2011 Bonds in accordance with the 2011 Indenture. A special fund to be named the “Escrow Fund” is hereby established by the Successor Agency with the Escrow Agent as an irrevocable escrow to be maintained by the Escrow Agent in trust.

(a) Refunding Bond Proceeds. The Escrow Agent shall deposit in the Escrow Fund on the date of issuance of the Refunding Bonds, certain proceeds of the Refunding Bonds (in the amount of $________) transferred to it by the 2023 Trustee.

(b) Remaining Funds Related to the 2011 Bonds. The Escrow Agent shall deposit in the Escrow Fund on the date of issuance of the Refunding Bonds certain other funds related to the 2011 Bonds in the amount of $___ transferred to it by the 2011 Trustee.

The 2011 Trustee is hereby directed by the Successor Agency to transfer such amounts held by it to the Escrow Agent for deposit as provided herein.

In accordance with Section 2.03(a) of the 2011 Indenture, the transfers described in this Section 1 shall occur at least five (5) Business Days (as defined in the 2011 Indenture) prior to the redemption date.

(c) Insufficiency of Funds. If at any time the Escrow Agent shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Agent shall notify the Successor Agency of such fact and the Successor Agency shall promptly cure such deficiency. The Escrow Agent shall not be liable for any such deficiency.

Section 3. Investment of Amounts in Escrow Fund.

On the Closing Date, the Escrow Agent shall invest $________ of the amounts deposited in the Escrow Fund in the federal securities listed on Exhibit D (the “Escrowed Securities”), and hold the remaining $_______in cash, uninvested. The Escrowed Securities are “Defeasance Obligations” as defined in the 2011 Indenture.

The Escrow Agent will purchase the Escrowed Securities in the name of the Escrow Agent and will hold such Escrowed Securities, and any earnings received thereon and any reinvestment thereof in the Escrow Fund and disburse such amounts as provided in Section 4(b). The Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by Section 4(b) and may sell, liquidate or otherwise dispose of the Escrowed Securities in accordance with the following Packet Page 94 of 860Attachment 4 Page 2 of 13

3 paragraphs, and may substitute, upon the written direction of the Successor Agency , Defeasance Obligations subject to the terms and limitations of the following paragra phs, but otherwise shall have no power or duty to sell, transfer or otherwise dispose of the Escrowed Securities.

If the Successor Agency, at any time, delivers to the Escrow Agent written instructions instructing the Escrow Agent to liquidate, sell or otherwise dispose of any or all securities or investments in the Escrow Fund, purchase or otherwise acquire Defeasance Obligations, and/or to release any moneys or securities therein to the Successor Agency, and further delivers to the Escrow Agent, each of the following:

(a) a revised Exhibit D (together with a certification by the Successor Agency that the securities or investments described therein are Defeasance Obligations as defined in the 2011 Indenture); and

(b) a report of an Independent Accountant (as defined in the 2011 Indenture) verifying that the securities or investments described on such Exhibit D will provide moneys (excluding reinvestment earnings), available in both time and amount, to enable timely payment of all amounts required in accordance with Section 4(b);

then the Escrow Agent shall liquidate, sell or otherwise dispose of the securities in the Escrow Fund, shall purchase (or retain) the securities or investments described in such revised Exhibit D and transfer to the Successor Agency, free and clear of the lien of this Escrow Agreement, any and all amounts in the Escrow Fund not required for the purchase of the investments described on such Exhibit D, all in accordance with such instructions from the Successor Agency referred to above.

Section 4. Application of Amounts in Escrow Fund.

The Escrow Agent is hereby instructed to withdraw from the Escrow Fund and transfer to the 2011 Trustee an amount required to pay the principal of and interest and redemption premium on the 2011 Bonds, in accordance with the schedule attached as Exhibit A hereto. Following the defeasance of the 2011 Bonds, (a) the Escrow Agent shall transfer any moneys remaining in the Escrow Fund to the 2023 Trustee for deposit in the Debt Service Fund (established in the 2023 Indenture) for payment of debt service on the Refunding Bonds and (b) the 2011 Trustee shall transfer any moneys remaining under the 2011 Indenture to the 2023 Trustee for deposit in the Debt Service Fund for payment of debt service on the Refunding Bonds.

Section 5. Notice of Refunding; Notice of Defeasance. The 2011 Trustee was previously instructed to mail a notice of redemption in accordance with the applicable 2011 Indenture substantially in the form attached hereto as Exhibit B.

The Escrow Agent is hereby instructed to file on the Closing Date the defeasance notice attached hereto as Exhibit C on the Municipal Securities Rulemaking Board’s EMMA System.

Section 6. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and securities accruing to the Escrow Agent hereunder, and such books shall be available for inspection in accordance with the Escrow Agent’s record retention policy at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the 2011 Bonds and the Refunding Bonds.

Packet Page 95 of 860Attachment 4 Page 3 of 13

4 Section 7. Proper Filings. Each of the Successor Agency will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Agent, the moneys and securities hereby pledged, or intended so to be or which the Successor Agency or the Authority may be or may hereafter become bound to pledge, convey or assign to the Escrow Agent or for carrying out the intention or facilitating the performance of the terms of this Agreement.

Section 8. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the 2011 Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Agent shall, upon the written request of the Successor Agency or the Authority, as applicable, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement.

Section 9. Termination; Unclaimed Funds. Notwithstanding any other provision of this Agreement any money or securities held by the 2011 Trustee for the payment of the principal of, premium and interest on the 2011 Bonds and remaining unclaimed for two (2) years after the principal of all of the 2011 Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the Successor Agency upon its written request, and the registered owners of the 2011 Bonds shall thereafter be entitled to look only to the Successor Agency for the repayment thereof, and liability of the Escrow Agent with respect to such money shall thereupon cease. In the event of the repayment of any such money to the Successor Agency as aforesaid, the registered owners of the 2011 Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the Successor Agency, without interest. Notwithstanding the foregoing the Escrow Agent shall, upon the written request of the Successor Agency repay such money to the Successor Agency at any time earlier than two (2) years, if failure to repay such money to the Successor Agency, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the Successor Agency with respect to the 2011 Bonds shall be placed by the Successor Agency in the Debt Service Fund for the Refunding Bonds and used for credit on debt service on the Refunding Bonds.

Section 10. No Implied Duties; No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the Successor Agency, the Escrow Agent, the 2011 Trustee and the registered owners of the 2011 Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Successor Agency, the Escrow Agent and the Owners of the 2011 Bonds. The Escrow Agent shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent.

Section 11. Immunities and Liabilities of Escrow Agent.

(A) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement.

Packet Page 96 of 860Attachment 4 Page 4 of 13

5 (B) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the Successor Agency) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel.

(C) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance.

(D) The Escrow Agent may become the owner of, or acquire any interest in, any of the 2011 Bonds with the same rights that it would have if it were not the Escrow Agent, and may engage or be interested in any financial or other transaction with the Successor Agency or the Authority.

(E) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or securities deposited with it to pay the principal, interest or premiums, if any, on the 2011 Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment.

(F) The Escrow Agent shall not be liable for any action or omission of the Successor Agency or the Authority under this Agreement or the Resolution of Issuance.

(G) Whenever in the administration of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized official of the Successor Agency or the Authority, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof.

(H) The Escrow Agent may at any time resign by giving written notice to the Successor Agency of such resignation. The Successor Agency shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent. If the Successor Agency does not appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of an Escrow Agent, the Successor Agency may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Successor Agency appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Successor Agency, shall immediately and without further act be superseded by the successor Escrow Agent so appointed.

(I) The Successor Agency agrees to indemnify the Escrow Agent, its agents and its officers or employees for and to hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Agent) which may Packet Page 97 of 860Attachment 4 Page 5 of 13

6 be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Agent’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Agent.

(J) All notices, certificates or other communications hereunder with the Escrow Agent shall be addressed to the Escrow Agent at:

The Bank of New York Mellon Trust Company, N.A.
100 Pine Street, Suite 3100
San Francisco, CA 94111
Attn: Corporate Trust Department
Fax:

Email:

Section 12. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 13. Fees. The Escrow Agent’s fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Agent shall in no event be deducted from the Escrow Fund.

Section 14. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein.

Section 15. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the Agency and the Escrow Agent shall preserve undestroyed, shall together constitute but one and the same instrument.

Section 16. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day.

Section 17. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California.

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7 IN WITNESS WHEREOF, the Successor Agency and the Escrow Agent have each caused this Agreement to be executed by the duly authorized officers thereof as of the date first above written.

SUCCESSOR AGENCY TO THE FAIRFIELD

REDEVELOPMENT AGENCY

By:

Executive Director

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Escrow Agent

By:

Authorized Officer

Packet Page 99 of 860Attachment 4 Page 7 of 13

8 ACKNOWLEDGEMENT OF THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS 2011 TRUSTEE

The Bank of New York Mellon Trust Company, N.A., as 2011 Trustee, hereby acknowledges the provisions of this Agreement and, to the extent such provisions are applicable, The Bank of New York Mellon Trust Company, N.A., in its capacity as 2011 Trustee, agrees to comply therewith.

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as 2011 Trustee

By:

Authorized Officer
Packet Page 100 of 860Attachment 4 Page 8 of 13

A-1

EXHIBIT A

PAYMENT AND REDEMPTION SCHEDULE OF 2011 BONDS

Period
Ending

Principal

Interest
Principal
Redeemed

Total

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B-1

EXHIBIT B

FORM OF CONDITIONAL NOTICE OF FULL OPTIONAL REDEMPTION

$6,725,000
Fairfield Redevelopment Agency
North Texas Street Project
Tax Allocation Bonds, Series 2011
(Federally Taxable)

NOTICE IS HEREBY GIVEN, by the Successor Agency to the Fairfield Redevelopment Agency (the “Agency”) that all of the captioned bonds, which were issued on February 10, 2011 (the “2011 Bonds”) have been called for redemption under and within the meaning of the Indenture of Trust, by and between the Successor Agency to the Fairfield Redevelopment Agency and The Bank of New York Mellon Trust Company, N.A. (the “2011 Trustee”), dated as of February 1, 2011 (the “2011 Trust Agreement”), on ______, 2023 (the “Redemption Date”), at a redemption price equal to 100% of the par amount of the 2011 Bonds to be redeemed together with accrued interest thereon to the redemption date, without premium (the “Redemption Price”).

The 2011 Bonds consist of the following:

Maturity Date
(September 1)
Initial Principal
Amount Interest Rate
*CUSIP No.
(304216)
2026 $610,000 9.000% JH8
2031 950,000 9.500 JJ4
2042 4,455,000 9.500 JK1

Redemption of the 2011 Bonds as described in this notice shall be conditioned upon the receipt by the 2011 Trustee from the Agency of the funds necessary for the proposed redemption on or before the Redemption Date.

Payment of the Redemption Price of the 2011 Bonds called for redemption will become due and payable on the Redemption Date upon presentation and surrender thereof in the following manner:

Holders of the 2011 Bonds are requested to present their 2011 Bonds, at the following addresses:
[to come]

Interest on the principal amount designated to be prepaid shall cease to accrue on and after the Redemption Date.

IMPORTANT NOTICE

Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”), 28% of the Redemption Price will be withheld if tax identification number is not properly certified.

*Neither the Agency nor the 2011 Trustee shall be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the Redemption Notice. It is included solely for the convenience of the owners of the 2011 Bonds.

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B-2

Dated: ______, 2023
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C-1

EXHIBIT C

FORM OF NOTICE OF DEFEASANCE

$6,725,000
Fairfield Redevelopment Agency
North Texas Street Project
Tax Allocation Bonds, Series 2011
(Federally Taxable)

Maturity Date
(September 1)
Initial Principal
Amount Interest Rate
*CUSIP No.
(304216)
2026 $610,000 9.000% JH8
2031 950,000 9.500 JJ4
2042 4,455,000 9.500 JK1

NOTICE IS HEREBY GIVEN, by the Successor to the Fairfield Redevelopment Agency (the “Successor Agency”) with respect to the above captioned bonds (the “Defeased Bonds”), that the Defeased Bonds have been defeased and discharged under and within the meaning of the Indenture of Trust, dated as of February 1, 2011 authorizing the issuance of the Defeased Bonds (the “Indenture”). Funds for the payment of the Defeased Bonds have been deposited with The Bank of New York Mellon Trust Company, N.A., as escrow agent (“Escrow Agent”), and the sufficiency of the funds and investments for the purpose of paying the principal of and interest on the Defeased Bonds has been verified by an Independent Accountant (as defined in the Indenture). As a consequence of the foregoing actions and in accordance with the Indenture, the Defeased Bonds are no longer secured by a pledge of revenues under the Indenture, and the Defeased Bonds are now payable solely from the moneys set aside in escrow as described above and, if necessary, from other legally available funds of the Successor Agency.

The Successor Agency has irrevocably elected to redeem all of the outstanding Defeased Bonds on ____, 2023, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium.

*The Undersigned shall not be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the owners of the Defeased Bonds.

Dated: _________, 2023 The Bank of New York Mellon
Trust Company, N.A.,
as Escrow Agent

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D-1

EXHIBIT D

ESCROWED SECURITIES

Type of
Security

CUSIP or ID
Maturity
Date

Par Amount

Rate

Yield

Price
Dated
Date
Interest
Class
Interest
Frequency
Interest
Basis

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$[Principal Amount]

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY
(FAIRFIELD REDEVELOPMENT PROJECTS)
2023 TAX ALLOCATION REFUNDING BONDS (FEDERALLY TAXABLE)

BOND PURCHASE AGREEMENT

[Pricing Date]

Successor Agency to the
Fairfield Redevelopment Agency
1000 Webster Street
Fairfield, CA. 94533

Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Agreement (the “Bond Purchase Agreement”) with the Successor Agency to the Fairfield Redevelopment Agency (the “Successor Agency”), which will be binding upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor Agency.

This offer is made subject to its acceptance by the Successor Agency by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 6:00 p.m., California time, on the date hereof.

The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds (as hereinafter defined) pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction between the Successor Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and the Underwriter is not acting as a financial advisor or fiduciary to the Successor Agency and has not assumed an advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the Successor Agency on other matters); (iii) the only obligations the Underwriter has to the Successor Agency with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (iv) the Successor Agency has consulted its own legal, accounting, tax, financial, municipal and other advisors to the extent it has deemed appropriate; (v) the Underwriter has financial interests that may differ from and be adverse to those of the Successor Agency; and (vi) the Underwriter has provided the Successor Agency with certain disclosures required under the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Successor Agency acknowledges and represents that it has engaged Kosmont Financial Services as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely on the financial advice of Kosmont Financial Services with respect to the Bonds.

The Successor Agency hereby acknowledges receipt from the Underwriter of disclosures required by the MSRB Rule G-17, relating to the Underwriter’s role in the transaction, the Packet Page 106 of 860Attachment 5 Page 1 of 18

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Underwriter’s compensation, conflict disclosures, if any, and complex municipal securities financing, if any.

Terms not otherwise defined herein shall have the same meanings as set forth in the Indenture, described below.

1. Purchase and Sale; Use of Proceeds. Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the $[Principal Amount] Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable) (the “Bonds”), at the purchase price of $___________ (the “Purchase Price”) (being the principal amount of the Bonds of $[Principal Amount], less an Underwriter’s discount of $________, and plus original issue premium of $__________.

As an accommodation to the Successor Agency, on the Closing Date (as defined in Section 6 below), the Underwriter will pay, from the Purchase Price, the total sum of $________ to [Name of Insurer] (the “2023 Insurer”) representing the sum of the (i) premium for the insurance policy to be issued by the 2023 Insurer concurrently with the delivery of the Bonds guaranteeing the scheduled payment of principal of and interest on the Bonds when due (the “2023 Insurance Policy”) in the amount of $_________, and (ii) the premium for the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2023 Insurer guaranteeing certain payments into the Reserve Account with respect to the Bonds in the amount of $______, (the “2023 Reserve Policy”).

On the Closing Date, the Underwriter will deliver the amount of $____________ (representing the Purchase Price net of the amounts to be wired to the 2023 Insurer by the Underwriter for the 2023 Insurance Policy and the 2023 Reserve Policy as described in the preceding paragraph) to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), on behalf of the Successor Agency.

The Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all as set forth in the attached Exhibit A.

The net proceeds of the Bonds will be used by the Successor Agency to (i) refund all of the outstanding $6,725,000 Fairfield Redevelopment Agency North Texas Street Project T ax Allocation Bonds, Series 2011 (Federally Taxable) (the “2011 Bonds”) [and the outstanding $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds], (ii) pay the premiums for the 2023 Insurance Policy and the 2023 Reserve Policy, and (iii) pay the costs of issuing the Bonds.

The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues, as such term is defined in an Indenture of Trust, dated as of October 1, 2023 (the “Indenture”), by and between the Successor Agency and the Trustee.

The 2011 Bonds will be refunded pursuant to the Escrow Deposit and Trust Agreement, by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank (in such capacity, the “Escrow Bank”). [The 2014 Bonds will be refunded pursuant to the Escrow Deposit and Trust Agreement, by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank (in such capacity, the “Escrow Bank”).]
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The Bonds were authorized to be issued by a resolution of the Successor Agency, adopted on August 15, 2023 (the “Successor Agency Resolution”), and a resolution of the Solano Consolidated Oversight Board, adopted on September 14, 2023 (the “Oversight Board Resolution”).

2. Bona Fide Public Offering. It shall be a condition to the Successor Agency’s obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter’s obligations to purchase, to accept delivery of and to pay for the Bonds that the entire aggregate pr incipal amount of the Bonds shall be issued, sold and delivered by the Successor Agency and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial public offering prices or yields set forth in Exhibit A hereto and on the inside front cover page of the Official Statement.

3. Official Statement. The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the “Official Statement”). The Successor Agency authorizes the Official Statement, including the cover page and Appendices thereto and the information contained therein, to be used in connection with the sale of the Bonds and ratifies, confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated [POS Date](the “Preliminary Official Statement”). The Successor Agency authorized distribution of the Preliminary Official Statement and preparation and distribution of a final Official Statement pursuant to the Successor Agency Resolution. The Successor Agency has deemed such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the Underwriter, at the Successor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 and with Rule G-32 and all other applicable rules of the MSRB. The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. Such Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to give written notice to the Successor Agency of the date after which the Underwriter shall no longer be obligated to deliver Official Statements pursuant to paragraph (b)(4) of Rule 15c2-12 which shall be no later than 25 days after the End of the Underwriting Period (as such term is hereinafter defined).

The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency, in compliance with MSRB Rule G-32, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission (the “SEC”) rules and MSRB rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof.

4. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to the Underwriter that, as of the date hereof:

(a) The Successor Agency is a public entity existing under the laws of the State of California (the “State”), and is authorized, among other things, to (i) issue the Bonds, and (ii) secure the Bonds in the manner contemplated by the Indenture.

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(b) The Successor Agency has the full right, power and authority to (i) enter into the Indenture, the Escrow Agreement, the Disclosure Certificate (as hereinafter defined) and this Bond Purchase Agreement, (ii) issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents, and the Successor Agency has complied with all provisions of applicable law in all matters relating to such transactions.

(c) The Successor Agency has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance by the Successor Agency of the Escrow Agreement, the Disclosure Certificate, this Bond Purchase Agreement and the Indenture, (ii) the distribution and use of the “deemed final” Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Successor Agency to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. To the best of its knowledge, all consents or approvals necessary to be obtained by the Successor Agency in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect.

(d) The information contained in the Preliminary Official Statement (excluding therefrom for any information relating to the 2023 Insurer, the 2023 Insurance Policy, the 2023 Reserve Policy, DTC and its book-entry system included therein and the information therein under the caption “UNDERWRITING”) is true and correct in all material respects, and the Preliminary Official Statement did not on the date thereof contain any untrue or misleading statement of a material fact relating to the Successor Agency or the City of Fairfield (the “City”) or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) The information contained in the Official Statement (excluding therefrom for any information relating to the 2023 Insurer, the 2023 Insurance Policy, the 2023 Reserve Policy, DTC and its book-entry system included therein and the information therein under the caption “UNDERWRITING”) is true and correct in all material respects, and the Official Statement does not contain any untrue or misleading statement of a material fact relating to the Successor Agency or the City or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) To the best of its knowledge, neither the execution and delivery by the Successor Agency of the Indenture, the Escrow Agreement, the Disclosure Certificate, this Bond Purchase Agreement and of the Bonds nor the consummation of the transactions on the part of the Successor Agency contemplated herein or therein or the compliance with the provisions hereof or thereof will, in any material way, conflict with, or constitute on the part of the Successor Agency a material violation of, or a material breach of or material default under, (i) any statute, indenture, mortgage, note or other agreement or instrument to which the Successor Agency is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Successor Agency (or the members of the Successor Agency or any of its officers in their respective capacities as such) is subject.

(g) The Successor Agency has never been in default at any time, as to payment of principal of or interest on any debt obligation which it has issued, except as otherwise specifically disclosed in the Preliminary Official Statement and the Official Statement; and the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Tax Revenues pledged to the payment of the Bonds except as is specifically disclosed in the Preliminary Official Statement and the Official Statement.

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(h) As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been properly served on the Successor Agency or, to the best knowledge of the Successor Agency, threatened, which in any way questions the powers of the Successor Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Escrow Agreement, this Bond Purchase Agreement or the Indenture, or which, in any way, could adversely affect the validity or enforceability of the Indenture, the Bonds, the Escrow Agreement, the Disclosure Certificate or this Bond Purchase Agreement or, to the knowledge of the Successor Agency, which in any way questions the status of the Bonds under state tax laws or federal tax law or regulations or which in any way could materially adversely affect the availability of Tax Revenues.

(i) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the Successor Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.

(j) To the best of its knowledge, all authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Successor Agency of, its obligations in connection with the Indenture have been duly obtained or made and are in full force and effect.

(k) Between the date of this Bond Purchase Agreement and the Closing Date, the Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

(l) The Successor Agency will apply the proceeds of the Bonds in accordance with the Indenture.

(m) Except as otherwise described in the Preliminary Official Statement and the Official Statement, as of the Closing Date, the Successor Agency will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues of the Successor Agency on a parity with or senior to the lien provided for in the Indenture on the Tax Revenues. [The Successor Agency has disclosed that the Bonds will be secured by Tax Revenues on a parity basis with the $29,075,000 Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds (the “2014 Bonds”).]

(n) Except as described in the Preliminary Official Statement and the Official Statement, neither the Successor Agency nor the City have failed, within the last five years, to comply in all material respects with any undertaking of the Successor Agency pursuant to Rule 15c2-12. The report of Lumesis, Inc. dated _____, 2023 (the “Continuing Disclosure Due Diligence Report”) identifies all of the issues for which the Successor Agency and the City were Packet Page 110 of 860Attachment 5 Page 5 of 18

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obligated to provide continuing disclosure under Rule 15c2-12 during the past five years and all of the material event filings that were required with respect to such issues during the five-year period.

(o) If between the date hereof and the date which is 25 days after the End of the Underwriting Period, as defined herein, for the Bonds, an event occurs, of which the Successor Agency has knowledge, which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such informatio n herein, in the light of the circumstances under which it was presented, not misleading, the Successor Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Successor Agency, or respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Successor Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Successor Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Successor Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public.

Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the “End of the Underwriting Period” shall be the Closing Date.

(p) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (p) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading.

(q) The Oversight Board has duly adopted the Oversight Board Resolution approving the Successor Agency Resolution and the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions described in the Preliminary Official Statement.

(r) The Department of Finance of the State (the “Department of Finance”) has issued a letter dated _____________ (the “DOF Letter”), approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Preliminary Official Statement. The Successor Agency has received its Finding of Completion from the Department of Finance.

Except as disclosed in the Official Statement, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the Auditor-Controller of the County of Solano to deduct unpaid unencumbered funds from future allocations of property tax to the Successor Agency pursuant to Section 34183 of the Dissolution Act.

(s) As of the time of acceptance hereof and as of the date of the Closing, the Successor Agency has complied with the filing requirements of the Dissolution Act, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Dissolution Act.

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(t) The Successor Agency has not requested approval of a Last and Final Recognized Obligation Payment Schedule.

5. Covenants of the Successor Agency. The Successor Agency covenants with the Underwriter as of the Closing Date as follows:

(a) The Successor Agency covenants and agrees that it will execute a continuing disclosure certificate, constituting an undertaking to provide ongoing disclosure about the Successor Agency, for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Rule 15c2-12, substantially in the form attached to the Preliminary Official Statement (the “Disclosure Certificate”).

(b) Any information supplied by the Successor Agency for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact relating to the Successor Agency or omit to state any such fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6. Closing. (a) At 8:30 A.M., on [Closing Date], or on such earlier or later time or date as may be agreed upon by the Underwriter and the Successor Agency (the “Closing Date”), the Successor Agency will deliver the Bonds to the Underwriter, through the book-entry system of The Depository Trust Company (“DTC”). The activities relating to the execution and delivery of the Bonds, opinions and other instruments as described in Section 7 of this Bond Purchase Agreement shall occur on the Closing Date. The delivery of the certificates, opinions and documents as described herein shall be made at the offices of Jones Hall, A Professional Law Corporation, San Francisco, California (“Bond Counsel”), or at such other place as shall have been mutually agreed upon by the Successor Agency and the Underwriter. Such delivery is herein called the “Closing.” On the date of the Closing, the Underwriter will pay the Purchase Price of the Bonds as set forth in Section 1 of this Bond Purchase Agreement in immediately available funds to the order of the Trustee.

(b) The Bonds will be issued in fully registered form and will be prepared and delivered as one Bond for each maturity registered in the name of a nominee of DTC. It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto will constitute a cause for failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms of this Bond Purchase Agreement.

7. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions:

(a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date;

(b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency that is not disclosed in the Preliminary Official Statement or the Official Statement;

(c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Disclosure Certificate, the Escrow Agreement and the Indenture shall be in full force and effect;

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(d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter:

(i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee;

(ii) a copy of the Disclosure Certificate, as duly executed and delivered by the Successor Agency;

(iii) a copy of the Escrow Agreement, duly executed and delivered by the Successor Agency and the Escrow Bank;

(iv) an opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix [C] to the Official Statement;

(v) a certificate, dated the Closing Date, of the Successor Agency executed by the Executive Director of the Successor Agency (or other duly appointed officer of the Successor Agency authorized by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been properly served on the Successor Agency or, to the knowledge of the Successor Agency, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency’s participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by the Escrow Agreement, this Bond Purchase Agreement or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Escrow Agreement, the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (D) no further consent is required to be obtained for the inclusion of the audited financial statements of the Successor Agency for the fiscal year ended June 30, 2022, as Appendix [E] to the Official Statement; (E) the refunding of the 2011 Bonds with the proceeds of the Bonds will achieve debt service savings in compliance with the parameters set forth in §34177.5(a) of the Health and Safety Code of the State of California in that (i) the total interest cost to maturity on the Bonds plus the principal amount of the Bonds shall not exceed the total remaining interest cost to maturity on the 2011 Bonds plus the remaining principal amount of the 2011 Bonds, and (ii) the principal amount of the Bonds shall not exceed the amount required to defease the 2011 Bonds, to establish customary debt service reserves, and to pay related costs of issuance, as evidenced by the pertinent debt service schedules attached to such certificate; and (F) all costs of issuance being paid from proceeds constitute related costs of issuance within the meaning of Section 34177.5(a) of the Health and Safety Code and all Costs of Issuance are properly chargeable to the Bonds in accordance with proper governmental accounting principles;

(vi) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter to the effect that:

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(A) the Successor Agency is a public body, organized and existing under the laws of the State;

(B) the Successor Agency Resolution approving and authorizing the execution and delivery of the Bonds, the Indenture, the Escrow Agreement, the Disclosure Certificate, this Bond Purchase Agreement and the Official Statement was duly adopted at a meeting of the governing body of the Successor Agency, which was called and held pursuant to the law and with all public notice required by law and at which a quorum was present and acting throughout, and the Successor Agency Resolution is in full force and effect and has not been modified, amended or rescinded;

(C) to the best knowledge of the City Attorney after due inquiry, except as otherwise disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation (or any basis therefor) at law or in equity before or by any court, governmental agency or body, pending by way of a summons served against the Successor Agency or, to the knowledge of the City Attorney, threatened in writing against the Successor Agency, challenging the creation, organization or existence of the Successor Agency, or the validity of the Indenture, the Escrow Agreement, the Disclosure Certificate or this Bond Purchase Agreement or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby or contesting the authority of the Successor Agency to enter into or perform its obligations under the Indenture, the Escrow Agreement, the Disclosure Certificate or this Bond Purchase Agreement, or under which a determination adverse to the Successor Agency would have a material adverse effect upon the availability of Tax Revenues, or which, in any manner, questions the right of the Successor Agency to enter into, and perform under, the Indenture, the Escrow Agreement, the Disclosure Certificate or this Bond Purchase Agreement;

(vii) an opinion of counsel to The Bank of New York Mellon Trust Company, N.A. (“BNY”), dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that:

(A) BNY is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture and the Escrow Agreement;

(B) the Indenture and the Escrow Agreement have been duly authorized, executed and delivered by BNY and each of the Indenture and the Escrow Agreement constitutes a legal, valid and binding obligation of BNY enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought;

(C) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over BNY that has not been obtained is or will be required for the execution and delivery of the Indenture and the Escrow Agreement or the consummation of the transactions contemplated by the Indenture and the Escrow Agreement; and

(D) BNY has duly authenticated the Bonds.

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(viii) a certificate, dated the Closing Date, of BNY, signed by a duly authorized officer of BNY, to the effect that (A) BNY is duly organized and validly existing as a national banking association, with full corporate power to undertake the trust of the Indenture and the Escrow Agreement; (B) BNY has duly authorized, executed and delivered the Indenture and the Escrow Agreement and by all proper corporate action has authorized the acceptance of the trust of the Indenture and Escrow Agreement; and (C) to the officer’s knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the knowledge of BNY which would restrain or enjoin the execution or delivery of the Indenture or the Escrow Agreement, or which would affect the validity or enforceability of the Indenture or the Escrow Agreement, or BNY’s participation in, or in any way contesting the powers or the authority of BNY with respect to, the transactions contemplated by the Indenture or the Escrow Agreement, or any other agreement, document or certificate related to such transactions;

(ix) a supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that:

(A) this Bond Purchase Agreement has been duly authorized, executed and delivered by the Successor Agency, and assuming the valid execution and delivery by the other parties thereto, is valid and binding upon the Successor Agency, subject to the laws relating to bankruptcy, insolvency, reorg anization of creditors’ rights generally and to the application of equitable principles;

(B) the Bonds are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and

(C) the statements contained in the Official Statement under the captions [“THE 2023 BONDS,” “SECURITY FOR THE 2023 BONDS,” “TAX MATTERS” and “APPENDIX B – SUMMARY OF THE INDENTURE”] thereto are accurate insofar as such statements purport to expressly summarize certain provisions of the Bonds and the Indenture;

(x) a letter of Jones Hall, A Professional Law Corporation, San Francisco, California, as disclosure counsel to the Successor Agency, dated the Closing Date and addressed to the Underwriter in substantially the form attached hereto as Exhibit C.;

(xi) the opinion of Underwriter’s counsel satisfactory to the Underwriter;

(xii) the final Official Statement executed by an authorized officer of the Successor Agency;

(xiii) certified copies of the Successor Agency Resolution and the Oversight Board Resolution;

(xiv) specimen Bonds;

(xv) a copy of the 2023 Insurance Policy and the 2023 Reserve Policy;

(xvi) an opinion of counsel to the 2023 Insurer, addressed to the Successor Agency and the Underwriter to the effect that:

Packet Page 115 of 860Attachment 5 Page 10 of 18

-11-
(A) the descriptions of the 2023 Insurer, the 2023 Insurance Policy and the 2023 Reserve Policy included in the Preliminary Official Statement and the Official Statement are accurate;

(B) the 2023 Insurance Policy and the 2023 Reserve Policy constitute legal, valid and binding obligations of the 2023 Insurer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the application of equitable principles if equitable remedies are sought, and

(xvii) a certificate of the 2023 Insurer, signed by an authorized officer of the 2023 Insurer, to the effect that:

(A) the information contained in the Preliminary Official Statement and the Official Statement relating to the 2023 Insurer, the 2023 Insurance Policy and the 2023 Reserve Policy is true and accurate; and

(B) as to such other matters as the Successor Agency or the Underwriter may reasonably request;

(xviii) satisfactory evidence that the Bonds have been assigned the ratings disclosed in the Official Statement;

(xix) a certificate of an officer of Kosmont Financial Services, as fiscal consultant (in such capacity, the “Fiscal Consultant”), dated the date of the Closing, addressed to the Successor Agency and the Underwriter, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information contained in the Official Statement, including such firm’s Fiscal Consultant’s Report attached thereto as Appendix [A], are presented fairly and accurately, and consenting to the use of its report as Appendix [A] to the Preliminary Official Statement and the Official Statement;

(xx) evidence of required filings with the California Debt and Investment Advisory Commission;

(xxi) a copy of the DOF Letter;

(xxii) a certificate, dated the Closing Date, signed by a duly authorized official of Kosmont Financial Services, in its capacity as municipal advisor to the Successor Agency (in such capacity, the “Municipal Advisor”) to the effect that, (A) in connection with its participation in the preparation of the Preliminary Official Statement and the Official Statement and without undertaking any independent investigation and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Preliminary Official Statement as of the date thereof and the date hereo and the or the Official Statement as of its date and the Closing Date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (B) the refunding of the 2011 Packet Page 116 of 860Attachment 5 Page 11 of 18

-12-
Bonds [and the 2014 Bonds] with the proceeds of the Bonds will achieve debt service savings in compliance with the parameters set forth in §34177.5(a) of the Health and Safety Code of the State of California in that (i) the total interest cost to maturity on the Bonds plus the principal amount of the Bonds shall not exceed the total remaining interest cost to maturity on the 2011 Bonds [and the 2014 Bonds] plus the remaining principal amount of the 2011 Bonds [and the 2014 Bonds], and (ii) the principal amount of the Bonds shall not exceed the amount required to defease the 2011 Bonds [and the 2014 Bonds], to establish customary debt service reserves, and to pay related costs of issuance, as evidenced by the pertinent debt service schedules attached to such certificate, and (C) all costs of issuance being paid from proceeds constitute related costs of issuance within the meaning of Section 34177.5(a) of the Health and Safety Code and all Costs of Issuance are properly chargeable to the Bonds in accordance with proper governmental accounting principles;

(xxiii) a copy of the Continuing Disclosure Due Diligence Report;

(xxv) a copy of the executed DTC Representation Letter;

(xxvi) Evidence of the Successor Agency’s compliance with Section 8855(i) of the California Government Code; and

(xxvii) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing Date of the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement and the due performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency pursuant to this Bond Purchase Agreement.

8. Reserved.

9. Termination. The Underwriter will have the right to terminate the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the Successor Agency of its election to do so if, after the execution hereof and prior to the Closing, any of the following events occurs:

(a) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity or civil unrest relating to the effective operation of the government of, or the financial community in, the United States, or the occurrence of any epidemic or pandemic which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner that are contemplated in the Preliminary Official Statement or the Official Statement ;

(b) there occurs a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or State authorities;

(c) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission is issued or made to the effect that the issuance, offering or sale of the Bonds is or would be in violation of any provision of the Securities Act of 1933, as then in effect, or of the Securities Exchange Act of 1934, as then in effect, or of the Trust Indenture Act of 1939, as then in effect; Packet Page 117 of 860Attachment 5 Page 12 of 18

-13-

(d) legislation is enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America is rendered, or a ruling or regulation by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter is made or proposed to the effect that the Bonds are not exempt from r egistration, qualification or other similar requirements of the Securities Act of 1933, as then in effect, or of the Trust Indenture Act of 1939, as then in effect;

(e) in the reasonable judgment of the Underwriter, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be materially and adversely affected because additional material restrictions not in force as of the date hereof is imposed upon trading in securities generally by any governmental authority or by any national securities exchange;

(f) the Comptroller of the Currency, The New York Stock Exchange, or other national securities exchange, or any governmental authority, imposes, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, or financial responsibility requirements of the Underwriter;

(g) any legislation, ordinance, rule or regulation is introduced in or be enacted by any governmental body, department or agency in the State or a decision of a court of competent jurisdiction within the State is rendered, which, in the opinion of the Underwriter, after consultation with the Successor Agency, materially adversely affects the market price of the Bonds;

(h) any federal or State court, authority or regulatory body takes action materially and adversely affecting the payment or receipt of the principal and interest on the Bonds;

(j) any withdrawal, downgrading or placement on credit watch negative of any underlying rating of any securities of the Successor Agency by a national municipal bond rating agency that, in the opinion of the Underwriter, adversely affects the market price of the Bonds;

(j) an event occurs which in the reasonable opinion of the Underwriter makes untrue or misleading in any material respect any statement or information contained in the Official Statement (other than any information relating to the Underwriter); or

(k) any change, which in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Bonds or, the financial condition of the Successor Agency.

10. Contingency of Obligations. The obligations of the Successor Agency hereunder are subject to the performance by the Underwriter of its obligations hereunder.

11. Duration of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants of the Successor Agency shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Successor Agency and shall survive the Closing Date.

Packet Page 118 of 860Attachment 5 Page 13 of 18

-14-

12. Expenses. The Successor Agency will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, mailing or delivery of the Bonds, costs of printing the Bonds, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, the fees and disbursements of Bond Counsel, Disclosure Counsel, and counsel to the Successor Agency, the fees and expenses of the Successor Agency’s accountants and fiscal consultants, fees of the Municipal Advisor, any fees charged by investment rating agencies for the rating of the Bonds and fees of the Trustee, and fees and expenses related to the Successor Agency’s staff time. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be paid, all of the expenses specified above.

The Successor Agency shall reimburse the Underwriter, from proceeds of the Bonds, for any meals or travel expenses of the Successor Agency paid for by the Underwriter, exclusive o f entertainment expenses.

The Underwriter shall pay the fees and expenses of any counsel retained by it, all advertising expenses incurred in connection with the public offering of the Bonds, CDIAC fees, CUSIP fees and all other expenses incurred by it in connection with the public offering and distribution of the Bonds (including out-of-pocket expenses and related regulatory expenses).

13. Notices. Any notice or other communication to be given to the Successor Agency under this Bond Purchase Agreement may be given by delivering the same in writing to the Executive Director, Successor Agency to the Fairfield Redevelopment Agency, 1000 Webster Street, Fairfield, California 94533, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104 Attention: Eileen Gallagher, Managing Director.

14. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Successor Agency and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof.

15. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State applicable to contracts made and performed in California.

16. Headings. The headings of the paragraphs of this Bond Purchase Agreement are inserted for convenience of reference only and shall not be deemed to be a part hereof.

17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

18. Effectiveness. This Bond Purchase Agreement shall become effective upon acceptance hereof by the Successor Agency.

19. No Prior Agreements. This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds, and any such negotiations, agreements and understandings shall be null and void upon the effectiveness of this Bond Purchase Agreement.

Packet Page 119 of 860Attachment 5 Page 14 of 18

S-1

20. Counterparts. This Bond Purchase Agreement may be executed in several counterparts which together shall constitute one and the same instrument.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:

Authorized Officer

Accepted and agreed to as of
the date first above written, and the time
identified below:

SUCCESSOR AGENCY TO THE FAIRFIELD

REDEVELOPMENT AGENCY

By:

Executive Director

Time of Execution:

Packet Page 120 of 860Attachment 5 Page 15 of 18

A-1

EXHIBIT A

MATURITY SCHEDULE

Maturity
(August 1)
Principal
Amount
Interest
Rate Yield Price

_________________
T: Term Bond.

C: Priced to the first optional redemption date of Auigust 1, ____, at par. * At the time of execution of this Agreement and assuming orders are confirmed immediately after the execution of this Bond Purchase Agreement.

REDEMPTION PROVISIONS

Optional Redemption. The Bonds maturing on or before August 1, ____, are not subject to optional redemption prior to maturity. The Bonds maturing on and after August 1, ____, are subject to redemption, at the option of the Successor Agency on any date on or after August 1, ____, as a whole or in part, by such maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption. [to come, if any]
Packet Page 121 of 860Attachment 5 Page 16 of 18

B-1

EXHIBIT B

FORM OF DISCLOSURE COUNSEL LETTER

[Closing Date]

Stifel, Nicolaus & Company, Incorporated
San Francisco, California

Re: Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable)

Ladies and Gentlemen:

We have acted as special disclosure counsel to the Successor Agency to the Fairfield Redevelopment Agency (the "Issuer") in connection with issuance of the referenced bonds (the “Bonds”) pursuant to an Indenture of Trust, dated as of October 1, 2023 (the "Indenture"), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. This letter is being delivered in our capacity as special disclosure counsel to the Issuer, and not as counsel to the underwriter addressee. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Bond Purchase Agreement relating to the Bonds, dated [Pricing Date].

We are of the opinion that the Bonds are exempt from registration under the Securities Act of 1933, as amended, and that the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. [No opinion is expressed with respect to the 2020 Insurance Policy or the 2020 Reserve Policy.]

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the final Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements; however, in connection with the Preliminary Official Statement and the final Official Statement, we have reviewed certain documents [and have participated in conferences in which the contents of the Preliminary Official Statement and the final Official Statement and related matters were discussed]. During the course of our work on this matter, no facts have come to our attention that have caused us to believe that the Preliminary Official Statement as of its and the final Official Statement (except for the following items, which we expressly exclude from the scope of this sentence: any financial and statistical data, forecasts, numbers, estimates, assumptions, expressions of opinion, information concerning the 2020 Insurance Policy, 2020 Reserve Policy and the 2020 Insurer, information concerning the Depository Trust Company and the book-entry system for the Bonds, that is contained or incorporated by reference in the Official Statement and the appendices to the Official Statement) as of the date of the Official Statement or the date hereof contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Packet Page 122 of 860Attachment 5 Page 17 of 18

Stifel Nicolaus & Company, Incorporated
___________, 2023
Page Two

B-2
The preceding paragraph is not an opinion but constitutes negative observations based on certain limited activities performed by specific lawyers in our firm in our role as special disclosure counsel to the Issuer. The scope of the activities we performed for purposes of delivering this letter was inherently limited and does not purport to encompass all activities necessary for compliance with applicable securities laws. In addition, in performing those activities, we relied on third party representations, warranties, certifications and opinions, including and primarily, representations, warranties and certifications made by the Issuer. The preceding paragraph is otherwise subject to the conditions set forth herein.

This letter is furnished by us solely for your benefit and may not be relied upon by any other person or entity. We disclaim any obligation to supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that may hereafter occur, and our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

A Professional Law Corporation

Packet Page 123 of 860Attachment 5 Page 18 of 18

Fairfield Successor Agency
2023 Refunding TABs
Calculation of Shared Savings

GENERAL
COUNTY

COUNTY FREE

LIBRARY

ACO CAP
OUTLAY

MOSQUITO

ABATEMENT AVIATION RECREATION

0.2199176224 0.0250645794 0.0056955380 0.0049552877 0.0008401809 0.0014289200 Total P+I Net New D/S Old Net D/S Savings
9/1/2024 769,500 769,500 930,525 $161,025 $35,412.24 $4,036.02 $917.12 $797.93 $135.29 $230.09 9/1/2025 770,300 770,300 929,475 159,175 35,005.39 3,989.65 906.59 788.76 133.74 227.45 9/1/2026 771,600 771,600 932,025 160,425 35,280.28 4,020.99 913.71 794.95 134.79 229.23 9/1/2027 771,400 771,400 932,725 161,325 35,478.21 4,043.54 918.83 799.41 135.54 230.52 9/1/2028 769,700 769,700 930,775 161,075 35,423.23 4,037.28 917.41 798.17 135.33 230.16 9/1/2029 511,500 511,500 672,125 160,625 35,324.27 4,026.00 914.85 795.94 134.95 229.52 9/1/2030 512,100 512,100 669,075 156,975 34,521.57 3,934.51 894.06 777.86 131.89 224.30 9/1/2031 511,800 511,800 669,600 157,800 34,703.00 3,955.19 898.76 781.94 132.58 225.48 9/1/2032 510,600 510,600 668,225 157,625 34,664.52 3,950.80 897.76 781.08 132.43 225.23 9/1/2033 508,500 508,500 669,950 161,450 35,505.70 4,046.68 919.54 800.03 135.65 230.70 9/1/2034 510,500 510,500 669,300 158,800 34,922.92 3,980.26 904.45 786.90 133.42 226.91 9/1/2035 511,300 511,300 671,275 159,975 35,181.32 4,009.71 911.14 792.72 134.41 228.59 9/1/2036 510,900 510,900 670,400 159,500 35,076.86 3,997.80 908.44 790.37 134.01 227.91 9/1/2037 514,300 514,300 671,675 157,375 34,609.54 3,944.54 896.34 779.84 132.22 224.88 9/1/2038 511,200 511,200 669,625 158,425 34,840.45 3,970.86 902.32 785.04 133.11 226.38 9/1/2039 506,900 506,900 669,250 162,350 35,703.63 4,069.23 924.67 804.49 136.40 231.99 9/1/2040 511,400 511,400 670,075 158,675 34,895.43 3,977.12 903.74 786.28 133.32 226.73 9/1/2041 514,100 514,100 671,625 157,525 34,642.52 3,948.30 897.19 780.58 132.35 225.09 9/1/2042 ---41,005 -41,005 -9,017.72 -1,027.77 -233.55 -203.19 -34.45 -58.59 Total $10,497,600 $10,497,600 $13,326,720 $2,829,120 $622,173 $70,911 $16,113 $14,019 $2,377 $4,043 1Source: North Texas Street Redevelopment Corridor RPTTF Distribution by Agency - ROPS 23-24A Tax Sharing Ratio1
AGENCY
1 Packet Page 124 of 860Attachment 6 Page 1 of 3

Fairfield Successor Agency
2023 Refunding TABs
Calculation of Shared Savings

SOLANO CO
WATER
AGENCY

LIB SPEC TAX
ZONE 1 BAAQMD FAIRFIELD
CITY

SOLANO IRRIG
DIST
SOLANO

CEMETERY

CO SCHOOL

SER FUND SUP

DEVELOPMEN

T CENTER
SOLANO

COMM COL M
& O

0.0168752673 0.0089343562 0.0024236451 0.1897377713 0.0046773420 0.0049248084 0.0113281087 0.0023966464 0.0304732405 $2,717.34 $1,438.65 $390.27 $30,552.52 $753.17 $793.02 $1,824.11 $385.92 $4,906.95 2,686.12 1,422.13 385.78 30,201.51 744.52 783.91 1,803.15 381.49 4,850.58 2,707.21 1,433.29 388.81 30,438.68 750.36 790.06 1,817.31 384.48 4,888.67 2,722.40 1,441.34 390.99 30,609.45 754.57 794.49 1,827.51 386.64 4,916.10 2,718.18 1,439.10 390.39 30,562.01 753.40 793.26 1,824.68 386.04 4,908.48 2,710.59 1,435.08 389.30 30,476.63 751.30 791.05 1,819.58 384.96 4,894.76 2,649.00 1,402.47 380.45 29,784.09 734.23 773.07 1,778.23 376.21 4,783.54 2,662.92 1,409.84 382.45 29,940.62 738.08 777.13 1,787.58 378.19 4,808.68 2,659.96 1,408.28 382.03 29,907.42 737.27 776.27 1,785.59 377.77 4,803.34 2,724.51 1,442.45 391.30 30,633.16 755.16 795.11 1,828.92 386.94 4,919.90 2,679.79 1,418.78 384.87 30,130.36 742.76 782.06 1,798.90 380.59 4,839.15 2,699.62 1,429.27 387.72 30,353.30 748.26 787.85 1,812.21 383.40 4,874.96 2,691.61 1,425.03 386.57 30,263.17 746.04 785.51 1,806.83 382.27 4,860.48 2,655.75 1,406.04 381.42 29,859.98 736.10 775.04 1,782.76 377.17 4,795.73 2,673.46 1,415.43 383.97 30,059.21 741.01 780.21 1,794.66 379.69 4,827.72 2,739.70 1,450.49 393.48 30,803.93 759.37 799.54 1,839.12 389.10 4,947.33 2,677.68 1,417.66 384.57 30,106.64 742.18 781.44 1,797.49 380.29 4,835.34 2,658.28 1,407.38 381.78 29,888.44 736.80 775.78 1,784.46 377.53 4,800.30 -691.97 -366.35 -99.38 -7,780.20 -191.79 -201.94 -464.51 -98.27 -1,249.56 $47,742 $25,276 $6,857 $536,791 $13,233 $13,933 $32,049 $6,780 $86,212 2 Packet Page 125 of 860Attachment 6 Page 2 of 3

Fairfield Successor Agency
2023 Refunding TABs
Calculation of Shared Savings

F-S UNIF SCHL

DIST M & O

CO SCHOOL

SER FUND
SUPP

CO SUP-

BOARD OF

EDUCATION

ERAF TOTAL

0.2724383983 0.0012019437 0.0036883505 0.1929979932 1.0000000000 $43,869.39 $193.54 $593.92 $31,077.50 $161,025
43,365.38 191.32 587.09 30,720.46 $159,175
43,705.93 192.82 591.70 30,961.70 $160,425
43,951.12 193.90 595.02 31,135.40 $161,325
43,883.02 193.60 594.10 31,087.15 $161,075
43,760.42 193.06 592.44 31,000.30 $160,625
42,766.02 188.68 578.98 30,295.86 $156,975
42,990.78 189.67 582.02 30,455.08 $157,800
42,943.10 189.46 581.38 30,421.31 $157,625
43,985.18 194.05 595.48 31,159.53 $161,450
43,263.22 190.87 585.71 30,648.08 $158,800
43,583.33 192.28 590.04 30,874.85 $159,975
43,453.92 191.71 588.29 30,783.18 $159,500
42,874.99 189.16 580.45 30,373.06 $157,375
43,161.05 190.42 584.33 30,575.71 $158,425
44,230.37 195.14 598.80 31,333.22 $162,350
43,229.16 190.72 585.25 30,623.96 $158,675
42,915.86 189.34 581.01 30,402.01 $157,525
-11,171.34 -49.29 -151.24 -7,913.88 -$41,005
$770,761 $3,400 $10,435 $546,014 $2,829,120
3 Packet Page 126 of 860Attachment 6 Page 3 of 3

Agenda Item No: 5.

AGENDA REPORT
DATE:August 15, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Approval of Meeting Minutes from July 2023
RECOMMENDED ACTION
Approve the meeting minutes.

STATEMENT OF ISSUE
Minutes need approval by the City Council.

DISCUSSION
The City Council Study Session Minutes, Closed Session Minutes, PVMMD Minutes, and City Council Minutes for July 2023 have been approved by the city attorney and need council approval.

FINANCIAL IMPACT
N/A
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
The council may choose to modify the minutes which will result in bringing this item back at a future date.

STAFF CONTACT
Esther Beavers, Deputy City Clerk
(707) 4287402
[email protected]
COORDINATED WITH
City Attorney's Office
Packet Page 127 of 860

Agenda Item No: 5.AGENDA REPORTDATE:August 15, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Approval of Meeting Minutes from July 2023RECOMMENDED ACTIONApprove the meeting minutes.STATEMENT OF ISSUEMinutes need approval by the City Council.DISCUSSIONThe City Council Study Session Minutes, Closed Session Minutes, PVMMD Minutes, and City CouncilMinutes for July 2023 have been approved by the city attorney and need council approval.FINANCIAL IMPACTN/APUBLIC CONTACT/ADVISORY BODY RECOMMENDATIONN/AALTERNATIVE ACTIONThe council may choose to modify the minutes which will result in bringing this item back at a futuredate.STAFF CONTACTEsther Beavers, Deputy City Clerk(707) 428[email protected] COORDINATED WITH
City Attorney's Office
ATTACHMENTS:

Description
Study Session Minutes 07112023
Closed Session Minutes 07182023
PVMMD Minutes 07182023
City Council Minutes 07182023
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 7/25/2023 2:52 PM
Packet Page 128 of 860

CALL TO ORDER
Mayor Catherine “Cat” Moy called the meeting to order at 6:00 p.m.

ROLL CALL

On roll call were Councilmembers Doug Carr, Doriss Panduro, Scott Tonnesen, Rick Vaccaro, K. Patrice Williams, Vice Mayor Pam Bertani, and Mayor Cat Moy.

PUBLIC COMMENTS

George Kennedy spoke about needing additional parking for the Matt Garcia Community Park.

PRESENTATIONS

1. Melonie Reynolds of Gates + Associates presented the Matt Garcia Community Park Master Plan Update.

2. Peter Winch and John Gibbs of WRT presented the Parks & Recreation Master Plan Work Session.

Councilmember Panduro requested there to be more outreach events in District 5. She recommended adding an event at Grande Circle during National Night Out.

Councilmember Vaccaro stated that parks om Fairfield are not family friendly.

Councilmember Carr stated that Octo Inn Soccer Complex only has a singular use for soccer and should incorporate a walking loop.

Councilmember Williams stated that there needs to be a balanced number of parks in each district and overlay demographics to identify equity issues for park access to all residents. She also requests that the City investigate the property fees that the City received to be used for park improvements or new parks.

No official action was taken.

The meeting was adjourned at 7:50 p.m.

____________________________
Deputy City Clerk

____________________________
Mayor

CITY OF FAIRFIELD

SPECIAL MEETING

AMENDED STUDY SESSION
TUESDAY, JULY 11, 2023; 6:00 PM
POLICE TRAINING FACILITY, 1717 REX CLIFT LANE,
FAIRFIELD, CA 94533

MINUTES
Packet Page 129 of 860Attachment 1 Page 1 of 1

Page 1 ends

Fairfield City CouncilAugust 15, 2023

Fairfield City Council
August 15, 2023