Agenda, first session — Fairfield City Council, November 7, 2023 (part 1 of 2)

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 Chaplain Steven Richardson, Travis Air Force Base PLEDGE OF ALLEGIANCE
COUNCIL REPORTS
CITY MANAGER REPORT
CITY ATTORNEY REPORT
Packet Page 1 of 249

PRESENTATIONS

1.Proclamation Declaring Travis Air Force Base 80th Anniversary Presented by Senator Bill Dodd's Office
Contact:Karen Rees, (707) 428 7767
a

2.Proclamation Declaring Native American Heritage Month Presented by Poet Laureate Suzanne Bruce and Mayor Catherine "Cat" Moy
Contact:Karen Rees, (707) 4287767
a

3.Proclamation Declaring America Recycles Day Presented by Vice Mayor Pam Bertani Contact:Karen Rees, (707) 4287767
a

4.FAST Connect Microtransit Program
Contact:Diane Feinstein, (707) 4343808
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 SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY
SUCCESSOR AGENCY NEW BUSINESS

5.Resolution SA202302 of the Successor Agency to the Fairfield Redevelopment Agency Approving Preliminary and Final Official Statements and a Continuing Disclosure Certificate Relating to the Issuance and Sale of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds of the Former Fairfield Redevelopment Agency and Successor Agency 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.

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6.Approval of Meeting Minutes from September 2023
Recommended Action
Approve the meeting minutes.

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

7.Resolution 2023262 of the City Council of the City of Fairfield Approving the First Amendment to the Ground Lease Between the City of Fairfield and CompuTech Lumber Products, Inc. for the RightofWay Land Located Near Walters Road, Fairfield Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Dwayne Dalman, (707) 4287649
a

8.Resolution 2023263 of the City Council of the City of Fairfield Approving Conveyance of an Easement to Pacific Gas and Electric Company Within a Cityowned Parcel Located off of Lopes Road, More Commonly Known as Assessor’s Parcel Number 0180130100 and Authorizing the City Manager to Execute an Easement Deed Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Jennifer Rice, (707) 4287727
a

9.Second Reading and Adoption of Ordinance 202312 of the City Council of the City of Fairfield Authorizing the Levy of a Special Tax in Within the City of Fairfield Community Facilities District No. 20232 (Train Station Specific Plan II)
Recommended Action
Provide second reading and adopt Ordinance 202312.

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

10.Resolution 2023264 of the City Council of the City of Fairfield Approving FAST’s Participation in the Clipper BayPass Pilot Program Participation Agreement and Authorizing the City Manager to Execute the Clipper BayPass Pilot Program Participation Agreement Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Diane Feinstein, (707) 4343808
a

11.Resolution 2023265 of the City Council of the City of Fairfield Approving a Funding Agreement Packet Page 3 of 249

CITY OF FAIRFIELDFAIRFIELD CITY COUNCILCONCURRENT MEETINGTUESDAY, NOVEMBER 7, 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 Chaplain Steven Richardson, Travis Air Force BasePLEDGE OF ALLEGIANCECOUNCIL REPORTSCITY MANAGER REPORTCITY ATTORNEY REPORTCITY CLERK REPORTPRESENTATIONS1.Proclamation Declaring Travis Air Force Base 80th Anniversary Presented by Senator BillDodd's OfficeContact:Karen Rees, (707) 428 7767a2.Proclamation Declaring Native American Heritage Month Presented by Poet Laureate SuzanneBruce and Mayor Catherine "Cat" MoyContact:Karen Rees, (707) 4287767a3.Proclamation Declaring America Recycles Day Presented by Vice Mayor Pam BertaniContact:Karen Rees, (707) 4287767a4.FAST Connect Microtransit ProgramContact:Diane Feinstein, (707) 4343808aPUBLIC 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 SUCCESSOR AGENCY TO THE FAIRFIELDREDEVELOPMENT AGENCYSUCCESSOR AGENCY NEW BUSINESS5.Resolution SA202302 of the Successor Agency to the Fairfield Redevelopment AgencyApproving Preliminary and Final Official Statements and a Continuing Disclosure CertificateRelating to the Issuance and Sale of Tax Allocation Refunding Bonds to Refinance OutstandingBonds of the Former Fairfield Redevelopment Agency and Successor AgencyRecommended 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.6.Approval of Meeting Minutes from September 2023Recommended ActionApprove the meeting minutes.Funding SourceN/AContact:Esther Beavers, (707) 4287402a7.Resolution 2023262 of the City Council of the City of Fairfield Approving the First Amendmentto the Ground Lease Between the City of Fairfield and CompuTech Lumber Products, Inc. forthe RightofWay Land Located Near Walters Road, FairfieldRecommended ActionAdopt resolution.Funding SourceN/AContact:Dwayne Dalman, (707) 4287649a8.Resolution 2023263 of the City Council of the City of Fairfield Approving Conveyance of anEasement to Pacific Gas and Electric Company Within a Cityowned Parcel Located off ofLopes Road, More Commonly Known as Assessor’s Parcel Number 0180130100 andAuthorizing the City Manager to Execute an Easement DeedRecommended ActionAdopt resolution.Funding SourceN/AContact:Jennifer Rice, (707) 4287727a9.Second Reading and Adoption of Ordinance 202312 of the City Council of the City of FairfieldAuthorizing the Levy of a Special Tax in Within the City of Fairfield Community Facilities DistrictNo. 20232 (Train Station Specific Plan II)Recommended ActionProvide second reading and adopt Ordinance 202312.Funding SourceN/AContact:Chris Lewis, (707) 4287089a10.Resolution 2023264 of the City Council of the City of Fairfield Approving FAST’s Participationin the Clipper BayPass Pilot Program Participation Agreement and Authorizing the CityManager to Execute the Clipper BayPass Pilot Program Participation AgreementRecommended ActionAdopt resolution.Funding SourceN/A Contact:Diane Feinstein, (707) 4343808
a

11.Resolution 2023265 of the City Council of the City of Fairfield Approving a Funding Agreement Between the City of Fairfield and the Solano Transportation Authority for Transition of SolanoExpress Commuter Services
Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Diane Feinstein, (707) 4343808
a

12.Resolution 2023266 of the City Council of the City of Fairfield Ordering the Summary Vacation of the Public Service Easements Formerly Adjacent to and Within a Guittard Way CuldeSac Recommended Action
Adopt resolution.

Funding Source
N/A
Contact:Trisha Curran, (707) 4287471
a

13.Resolution 2023267 of the City Council of the City of Fairfield Approving the Purchase for the Security Operations Center (SOC) and Security Event Information Management (SEIM) Services and Managed Risk Services Annual Renewal from Reseller SHI International (SHI) Recommended Action
Adopt resolution.

Funding Source
$543,334; Computer Fund
Contact:Eudora Fleischman, (707) 4287527
a

14.Resolution 2023268 of the City Council of the City of Fairfield Approving a Professional Services Agreement with Park Consulting Group to Implement EnerGov Land Management System (LMS), Permitting and License Software
Recommended Action
Adopt resolution.

Funding Source
$557,400; Computer Fund
Contact:Savita Chaudhary (707) 4287542
a

15.Resolution 2023269 of the City Council of the City of Fairfield Authorizing the City Manager to Execute ProCare Services Agreement Between the City of Fairfield and Stryker Recommended Action
Adopt resolution.

Funding Source
$115,848.20; General Fund
Contact:John Sturdee, (707) 4287228
a
ADJOURN TO TUESDAY, NOVEMBER 21, 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 Packet Page 4 of 249

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 Wednesday, November 1, 2023.

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Agenda Item No: 5.

AGENDA REPORT
DATE:November 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Resolution SA202302 of the Successor Agency to the Fairfield Redevelopment Agency Approving Preliminary and Final Official Statements and a Continuing Disclosure Certificate Relating to the Issuance and Sale of Tax Allocation Refunding Bonds to Refinance Outstanding Bonds of the Former Fairfield Redevelopment Agency and Successor Agency
RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Staff recommends that the Successor Agency to the Fairfield Redevelopment Agency (the “Successor Agency”) approve this resolution in order to approve preliminary and final official statements and a continuing disclosure certificate related to proposed refunding tax allocation bonds, the proceeds of which would refinance outstanding bonds issued by the former Fairfield Redevelopment Agency (the “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 School District, and Solano Community College, among others.

DISCUSSION
Redevelopment agencies were dissolved by the passage of assembly bill (AB)x1 26 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) (the “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 (the “2014 Bonds”).

The provisions of the California Health and Safety Code governing the dissolution of redevelopment Packet Page 6 of 249

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

On August 15, 2023 and September 14, 2023, respectively, the Successor Agency and the Solano Consolidated Oversight Board (the “Oversight Board”) adopted resolutions approving the issuance and sale of the Refunding Bonds, approving the required legal documents, and authorizing all of the necessary actions relating to the proposed refinancing.

The Successor Agency resolution, the Oversight Board resolution and related documents have been sent to the State of California Department of Finance for review and approval, as required by the Dissolution Law.

Because the impact of the refunding would be to reduce the interest costs associated with the 2011 Bonds and the 2014 Bonds, it is anticipated that the Finance Department will not object to the action.

The proposed resolution is the final step in the process to refund the 2011 Bonds and the 2014 Bonds.The key milestones to complete the refunding are identified below:

Receive Department of Finance’s approval (Pending)
Secure underlying credit rating and municipal bond and/or reserve fund insurance policies, if any (Pending)
Successor Agency approval of the preliminary and final Official Statements and a Continuing Disclosure Certificate (Tonight’s action)
Negotiated sale of Refunding Bonds (November 2023)
Refunding Bonds Closing (December 2023)
Approval this resolution will approve the preliminary and final Official Statements, a Continuing Disclosure Certificate and related actions as follows:

Approve Preliminary and Final Official Statements – The form of the Preliminary Official Statement is approved and certain authorized officers (“Authorized Officers”) are empowered to deem it final within the meaning of Rule 15c212 of the Securities Exchange Act of 1934, with its distribution by Stifel, Nicolaus & Company, Incorporated for the refunding bonds. The Authorized Officers are also authorized to execute a final Official Statement, after the final terms of the Refunding Bonds have been determined.

Approve Continuing Disclosure Certificate – The form of the Continuing Disclosure Certificate is approved in substantially the form thereof or with such changes as may be approved by an Authorized Officer and is included in the Preliminary Official Statement as an appendix.

Compliance with Federal Securities Laws – The attached Preliminary Official Statement has been reviewed and approved for transmittal to the City Council by its financing team.The distribution of the Preliminary Official Statement by the Successor Agency is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.These laws require the Preliminary Official Statement to include all facts that would be material to an investor in the Refunding Bonds.Material information is information that there is a substantial likelihood would have actual significance in the deliberations of the reasonable investor when deciding whether to buy or sell the Packet Page 7 of 249

Agenda Item No: 5.AGENDA REPORTDATE:November 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution SA202302 of the Successor Agency to the Fairfield RedevelopmentAgency Approving Preliminary and Final Official Statements and a ContinuingDisclosure Certificate Relating to the Issuance and Sale of Tax Allocation RefundingBonds to Refinance Outstanding Bonds of the Former Fairfield Redevelopment Agencyand Successor AgencyRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEStaff recommends that the Successor Agency to the Fairfield Redevelopment Agency (the “SuccessorAgency”) approve this resolution in order to approve preliminary and final official statements and acontinuing disclosure certificate related to proposed refunding tax allocation bonds, the proceeds ofwhich would refinance outstanding bonds issued by the former Fairfield Redevelopment Agency (the“Former Agency”) in 2011 and the Successor Agency in 2014. The proposed refinancing will generatesavings that will result in higher property tax distributions to taxing entities including the City of Fairfield,Solano County, FairfieldSuisun School District, and Solano Community College, among others.DISCUSSIONRedevelopment agencies were dissolved by the passage of assembly bill (AB)x1 26 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) (the “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 (the “2014 Bonds”).The provisions of the California Health and Safety Code governing the dissolution of redevelopmentagencies (the “Dissolution Law”) authorizes the Successor Agency to issue refunding bonds (the“Refunding Bonds”) to refinance the outstanding 2011 Bonds and 2014 Bonds as long as both of thefollowing (the “Savings Parameters”) are true:the total interest cost to maturity on the Refunding Bonds plus the principal amount of the RefundingBonds does not exceed the total remaining interest cost to maturity on the 2011 Bonds and the 2014Bonds 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 defease the2011 Bonds and the 2014 Bonds, to establish customary debt service reserves, and to payrelated costs of issuance.On August 15, 2023 and September 14, 2023, respectively, the Successor Agency and the SolanoConsolidated Oversight Board (the “Oversight Board”) adopted resolutions approving the issuance andsale of the Refunding Bonds, approving the required legal documents, and authorizing all of thenecessary actions relating to the proposed refinancing.The Successor Agency resolution, the Oversight Board resolution and related documents have beensent to the State of California Department of Finance for review and approval, as required by theDissolution Law.Because the impact of the refunding would be to reduce the interest costs associated with the 2011Bonds and the 2014 Bonds, it is anticipated that the Finance Department will not object to the action.The proposed resolution is the final step in the process to refund the 2011 Bonds and the 2014Bonds.The key milestones to complete the refunding are identified below:Receive Department of Finance’s approval (Pending)Secure underlying credit rating and municipal bond and/or reserve fund insurance policies, if any(Pending)Successor Agency approval of the preliminary and final Official Statements and a ContinuingDisclosure Certificate (Tonight’s action)Negotiated sale of Refunding Bonds (November 2023)Refunding Bonds Closing (December 2023)Approval this resolution will approve the preliminary and final Official Statements, a ContinuingDisclosure Certificate and related actions as follows:Approve Preliminary and Final Official Statements – The form of the Preliminary OfficialStatement is approved and certain authorized officers (“Authorized Officers”) are empowered todeem it final within the meaning of Rule 15c212 of the Securities Exchange Act of 1934, with itsdistribution by Stifel, Nicolaus & Company, Incorporated for the refunding bonds. The AuthorizedOfficers are also authorized to execute a final Official Statement, after the final terms of theRefunding Bonds have been determined.Approve Continuing Disclosure Certificate – The form of the Continuing Disclosure Certificate isapproved in substantially the form thereof or with such changes as may be approved by an AuthorizedOfficer and is included in the Preliminary Official Statement as an appendix.Compliance with Federal Securities Laws – The attached Preliminary Official Statement has beenreviewed and approved for transmittal to the City Council by its financing team.The distribution of thePreliminary Official Statement by the Successor Agency is subject to federal securities laws, includingthe Securities Act of 1933 and the Securities Exchange Act of 1934.These laws require the Preliminary Official Statement to include all facts that would be material to an investor in the Refunding Bonds.Material information is information that there is a substantial likelihood would have actual significance in the deliberations of the reasonable investor when deciding whether to buy or sell the Refunding Bonds.If the council concludes that the Preliminary Official Statement includes all facts that would be material to an investor in the Refunding Bonds, it must adopt a resolution that authorizes staff to execute a certificate to the effect that the Preliminary Official Statement has been “deemed final.” The Securities and Exchange Commission (the “SEC”), the agency with regulatory authority over the Successor Agency’s compliance with the federal securities laws, has issued guidance as to the duties of the council with respect to its approval of the Preliminary Official Statement.In its “Report of Investigation in the Matter of County of Orange, California as it Relates to the Conduct of the Members of the Board of Supervisors” (Release No. 36761 / January 24, 1996) (the “Release”), the SEC indicated that, if a member of the council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in the Refunding Bonds, whether relating to their repayment, taxexempt status, undisclosed conflicts of interest with interested parties, or otherwise, they should endeavor to discover whether such facts are adequately disclosed in the Preliminary Official Statement.In the Release, the SEC indicated that the steps that a member of the council could take include becoming familiar with the Preliminary Official Statement and questioning staff and consultants about the disclosure of such facts.

Set forth below is a summary of the financing, including crossreferences to specific sections of the Preliminary Official Statement.

Purpose of Financing. The purpose of the Refunding Bonds is to refinance the 2011 Bonds and the 2014 Bonds to achieve debt service savings.The refunding transaction is described in the section of the Preliminary Official Statement entitled “REFUNDING PLAN.” Security for the Refunding Bonds.The Solano County TreasurerTax Collector will deposit property tax revenues consisting of former redevelopment tax increment generated in the Successor Agency’s redevelopment project areas into the Successor Agency’s Redevelopment Property Tax Trust Fund pursuant to the requirements of applicable law.The Refunding Bonds are secured only by a pledge of, security interest in and lien on all of those property tax revenues (subject to a priority obligation to pay the County’s costs to collect and distribute the property tax revenues and certain senior passthrough obligations) and all of the moneys in certain funds and accounts established and held by the trustee for the Refunding Bonds under the indenture of trust for the Refunding Bonds.To provide further security for the Refunding Bonds, and if doing so will increase the expected net present value savings, staff may use a portion of the proceeds of the Refunding Bonds to pay the premiums for a municipal bond insurance policy, which would guarantee the payment of debt service on the Refunding Bonds when due, and a debt service reserve fund insurance policy, which would provide limited additional insurance coverage.The security for the Refunding Bonds is described in the section of the Preliminary Official Statement entitled “SECURITY FOR THE BONDS.”The redevelopment project areas, including historical assessed values, historical assessed value appeals and property ownership concentration, are described in the section of the Preliminary Official Statement entitled “THE PROJECT AREAS." Risks Relating to Repayment and TaxExempt Status of the Obligations. Because the Refunding Bonds are payable only from the incremental property tax revenues described above, there is a risk that declines in assessed values in the redevelopment project areas could reduce the amount of incremental property tax revenues deposited in the Redevelopment Property Tax Trust Fund to a point where the Successor Agency would not have sufficient revenues to pay debt service on the Refunding Bonds.The risks are described in the section of the Preliminary Official Statement entitled “RISK FACTORS.”Staff considers this to be a remote risk because of the significant debt service coverage provided by existing incremental property tax revenues (as described in the section of the Preliminary Official Statement entitled “THE PROJECT AREAS Projected Tax Revenues and Estimated Debt Service Coverage”).

FINANCIAL IMPACT
Packet Page 8 of 249

Agenda Item No: 5.AGENDA REPORTDATE:November 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Resolution SA202302 of the Successor Agency to the Fairfield RedevelopmentAgency Approving Preliminary and Final Official Statements and a ContinuingDisclosure Certificate Relating to the Issuance and Sale of Tax Allocation RefundingBonds to Refinance Outstanding Bonds of the Former Fairfield Redevelopment Agencyand Successor AgencyRECOMMENDED ACTIONAdopt resolution.STATEMENT OF ISSUEStaff recommends that the Successor Agency to the Fairfield Redevelopment Agency (the “SuccessorAgency”) approve this resolution in order to approve preliminary and final official statements and acontinuing disclosure certificate related to proposed refunding tax allocation bonds, the proceeds ofwhich would refinance outstanding bonds issued by the former Fairfield Redevelopment Agency (the“Former Agency”) in 2011 and the Successor Agency in 2014. The proposed refinancing will generatesavings that will result in higher property tax distributions to taxing entities including the City of Fairfield,Solano County, FairfieldSuisun School District, and Solano Community College, among others.DISCUSSIONRedevelopment agencies were dissolved by the passage of assembly bill (AB)x1 26 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) (the “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 (the “2014 Bonds”).The provisions of the California Health and Safety Code governing the dissolution of redevelopmentagencies (the “Dissolution Law”) authorizes the Successor Agency to issue refunding bonds (the“Refunding Bonds”) to refinance the outstanding 2011 Bonds and 2014 Bonds as long as both of thefollowing (the “Savings Parameters”) are true:the total interest cost to maturity on the Refunding Bonds plus the principal amount of the RefundingBonds does not exceed the total remaining interest cost to maturity on the 2011 Bonds and the 2014Bonds 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 defease the2011 Bonds and the 2014 Bonds, to establish customary debt service reserves, and to payrelated costs of issuance.On August 15, 2023 and September 14, 2023, respectively, the Successor Agency and the SolanoConsolidated Oversight Board (the “Oversight Board”) adopted resolutions approving the issuance andsale of the Refunding Bonds, approving the required legal documents, and authorizing all of thenecessary actions relating to the proposed refinancing.The Successor Agency resolution, the Oversight Board resolution and related documents have beensent to the State of California Department of Finance for review and approval, as required by theDissolution Law.Because the impact of the refunding would be to reduce the interest costs associated with the 2011Bonds and the 2014 Bonds, it is anticipated that the Finance Department will not object to the action.The proposed resolution is the final step in the process to refund the 2011 Bonds and the 2014Bonds.The key milestones to complete the refunding are identified below:Receive Department of Finance’s approval (Pending)Secure underlying credit rating and municipal bond and/or reserve fund insurance policies, if any(Pending)Successor Agency approval of the preliminary and final Official Statements and a ContinuingDisclosure Certificate (Tonight’s action)Negotiated sale of Refunding Bonds (November 2023)Refunding Bonds Closing (December 2023)Approval this resolution will approve the preliminary and final Official Statements, a ContinuingDisclosure Certificate and related actions as follows:Approve Preliminary and Final Official Statements – The form of the Preliminary OfficialStatement is approved and certain authorized officers (“Authorized Officers”) are empowered todeem it final within the meaning of Rule 15c212 of the Securities Exchange Act of 1934, with itsdistribution by Stifel, Nicolaus & Company, Incorporated for the refunding bonds. The AuthorizedOfficers are also authorized to execute a final Official Statement, after the final terms of theRefunding Bonds have been determined.Approve Continuing Disclosure Certificate – The form of the Continuing Disclosure Certificate isapproved in substantially the form thereof or with such changes as may be approved by an AuthorizedOfficer and is included in the Preliminary Official Statement as an appendix.Compliance with Federal Securities Laws – The attached Preliminary Official Statement has beenreviewed and approved for transmittal to the City Council by its financing team.The distribution of thePreliminary Official Statement by the Successor Agency is subject to federal securities laws, includingthe Securities Act of 1933 and the Securities Exchange Act of 1934.These laws require the PreliminaryOfficial Statement to include all facts that would be material to an investor in the RefundingBonds.Material information is information that there is a substantial likelihood would have actualsignificance in the deliberations of the reasonable investor when deciding whether to buy or sell theRefunding Bonds.If the council concludes that the Preliminary Official Statement includes all facts thatwould be material to an investor in the Refunding Bonds, it must adopt a resolution that authorizes staffto execute a certificate to the effect that the Preliminary Official Statement has been “deemed final.”The Securities and Exchange Commission (the “SEC”), the agency with regulatory authority over theSuccessor Agency’s compliance with the federal securities laws, has issued guidance as to the dutiesof the council with respect to its approval of the Preliminary Official Statement.In its “Report ofInvestigation in the Matter of County of Orange, California as it Relates to the Conduct of the Membersof the Board of Supervisors” (Release No. 36761 / January 24, 1996) (the “Release”), the SECindicated that, if a member of the council has knowledge of any facts or circumstances that an investorwould want to know about prior to investing in the Refunding Bonds, whether relating to their repayment,taxexempt status, undisclosed conflicts of interest with interested parties, or otherwise, they shouldendeavor to discover whether such facts are adequately disclosed in the Preliminary OfficialStatement.In the Release, the SEC indicated that the steps that a member of the council could takeinclude becoming familiar with the Preliminary Official Statement and questioning staff and consultantsabout the disclosure of such facts.Set forth below is a summary of the financing, including crossreferences to specific sections of thePreliminary Official Statement.Purpose of Financing. The purpose of the Refunding Bonds is to refinance the 2011 Bonds and the2014 Bonds to achieve debt service savings.The refunding transaction is described in the section ofthe Preliminary Official Statement entitled “REFUNDING PLAN.”Security for the Refunding Bonds.The Solano County TreasurerTax Collector will deposit property taxrevenues consisting of former redevelopment tax increment generated in the Successor Agency’sredevelopment project areas into the Successor Agency’s Redevelopment Property Tax Trust Fundpursuant to the requirements of applicable law.The Refunding Bonds are secured only by a pledge of,security interest in and lien on all of those property tax revenues (subject to a priority obligation to paythe County’s costs to collect and distribute the property tax revenues and certain senior passthroughobligations) and all of the moneys in certain funds and accounts established and held by the trustee forthe Refunding Bonds under the indenture of trust for the Refunding Bonds.To provide further security forthe Refunding Bonds, and if doing so will increase the expected net present value savings, staff mayuse a portion of the proceeds of the Refunding Bonds to pay the premiums for a municipal bondinsurance policy, which would guarantee the payment of debt service on the Refunding Bonds whendue, and a debt service reserve fund insurance policy, which would provide limited additional insurancecoverage.The security for the Refunding Bonds is described in the section of the Preliminary OfficialStatement entitled “SECURITY FOR THE BONDS.”The redevelopment project areas, includinghistorical assessed values, historical assessed value appeals and property ownership concentration,are described in the section of the Preliminary Official Statement entitled “THE PROJECT AREAS."Risks Relating to Repayment and TaxExempt Status of the Obligations. Because the RefundingBonds are payable only from the incremental property tax revenues described above, there is a risk thatdeclines in assessed values in the redevelopment project areas could reduce the amount ofincremental property tax revenues deposited in the Redevelopment Property Tax Trust Fund to a pointwhere the Successor Agency would not have sufficient revenues to pay debt service on the RefundingBonds.The risks are described in the section of the Preliminary Official Statement entitled “RISKFACTORS.”Staff considers this to be a remote risk because of the significant debt service coverageprovided by existing incremental property tax revenues (as described in the section of the PreliminaryOfficial Statement entitled “THE PROJECT AREAS Projected Tax Revenues and Estimated DebtService Coverage”).

FINANCIAL IMPACT
Financial markets have experienced interest rate volatility over the past few months. Under current market conditions, the Underwriter and the Successor Agency’s municipal advisor have determined that only a refunding of the 2011 Bonds will generate net present value savings. Staff is not recommending that the Successor Agency refund the 2014 Bonds if the refunding would not generate net present value savings. Although staff recommends that the Successor Agency retain the flexibility to refund both the 2011 Bonds and the 2014 Bonds when the Refunding Bonds are priced by the Underwriter, staff currently anticipates that the 2014 Bonds will not be refinanced.

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 (but not the 2014 Bonds) will produce an annual average reduction in Successor Agency debt service payments of approximately $155,000, and net present value savings of 19.4654%.This will result in an average annual increase of approximately $29,000 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
N/A
ALTERNATIVE ACTION
City Council may choose not to approve the resolution in which case the Successor Agency could not move forward with the refunding.Alternatively, the Successor Agency may 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 OfficeBond Counsel, Municipal Advisor
ATTACHMENTS:

Description
Proposed Resolution
Preliminary Official Statement (including Continuing Disclosure Certificate) REVIEWERS:

Reviewer Action Date
Doyle, Ashley Approved 10/26/2023 12:07 PM
Furtado, John Approved 10/26/2023 12:32 PM
Furtado, John Approved 10/26/2023 12:33 PM
Beavers, Esther Approved 10/26/2023 5:21 PM
Beavers, Esther Approved 10/26/2023 5:22 PM
Packet Page 9 of 249

CITY OF FAIRFIELD

SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY

RESOLUTION NO. SA2023-02

RESOLUTION OF THE SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY

APPROVING PRELIMINARY AND FINAL OFFICIAL STATEMENTS AND A CONTINUING

DISCLOSURE CERTIFICATE RELATING TO THE ISSUANCE AND SALE OF TAX ALLOCATION

REFUNDING BONDS TO REFINANCE OUTSTANDING BONDS OF THE FORMER FAIRFIELD

REDEVELOPMENT AGENCY AND THE SUCCESSOR AGENCY

WHEREAS, the Fairfield Redevelopment Agency (the “Former Agency”) was a p ublic 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 "Law”); 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 (the “Successor Agency”); and

WHEREAS, on August 15, 2023, the Successor Agency adopted Resolution No. SA2023 -01, entitled "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 Bonds" (the "Successor Agency Resolution"); and

WHEREAS, on September 14, 2023, the Solano Consolidated Oversight Board (the “Oversight Board”), which has been established for the Successor Agency pursuant to Section 34179 of the Law, adopted its Resolution No. 2023-7, entitled: "Resolution of the Solano County Consolidated Oversight Board to Approve and Direct the Issuance of Refunding Bonds, and Providing Other Matters Relating Thereto" (the "OB Resolution"); and

WHEREAS, the Successor Agency Resolution, the OB Resolution, and related documents have been sent to the State of California Department of Finance for review and approval, as required by Section 34179(h) of the Law; and

WHEREAS, the Successor Agency Resolution approved the issuance and sale of refunding bonds of the Successor Agency (the "Bonds") for the purpose of refunding ou tstanding bonds of the Packet Page 10 of 249Attachment 1 Page 1 of 3

RES. NO. SA2023-02

Page 2 ends

Former Agency and the Successor Agency, as more specifically set forth in the Successor Agency Resolution; and

WHEREAS, the Successor Agency has caused Jones Hall, a Professional Law Corporation, as disclosure counsel to the Successor Agency, to prepare and make available to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") for distribution to potential investors in the Bonds, an official statement relating to the Bonds containing information to be used in connection with the sale of Bonds, the preliminary form of which has been filed with the Successor Agency.

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

Section 1. Official Statement. The Successor Agency hereby approves the form of Official Statement relating to the Bonds (the "Official Statement") on file with the city clerk, as the Secretary of the Successor Agency, together with such changes or additions thereto as the mayor, as the chair and presiding officer of the Successor Agency, 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 (each, an “Authorized Officer”), acting alone, deems necessary, desirable or appropriate upon consultation with the municipal advisor, disclosure counsel and bond counsel to the Successor Agency, and authorizes the Authorized Officers, each acting alone, to deem a preliminary form of the Official Statement final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended, except for omissions permitted therein.

Distribution of the preliminary form of the Official Statement by the Underwriter is hereby approved. The Authorized Officers, each acting alone, are hereby authorized to execute the final form of the Official Statement with such changes or additions as the Aut horized Officers deem necessary, desirable, or appropriate upon consultation with the financial advisor and the bond counsel to the Successor Agency, and the execution of the final Official Statement by an Authorized Officer on behalf of the Successor Agency shall be conclusive evidence of the approval of any such additions and changes. The Successor Agency hereby authorizes the distribution of the final Official Statement.

Section 2. Continuing Disclosure Certificate. The Successor Agency hereby approve s the Continuing Disclosure Certificate related to the proposed Refunding Bonds in the form attached to the preliminary form of the Official Statement. Each Authorized Officer, acting alone, is hereby authorized and directed to execute and deliver the Con tinuing Disclosure Certificate 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 Continuing Disclosure Certificate. The Successor Agency hereby authorizes the delivery and performance of the Continuing Disclosure Certificate.

Packet Page 11 of 249Attachment 1 Page 2 of 3

RES. NO. SA2023-02

Page 3 ends

Section 3. 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 connection with the issuance, sale, and delivery of the Refunding Bonds. 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 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

PASSED AND ADOPTED this 7th day of November, 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 12 of 249Attachment 1 Page 3 of 3

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances will this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful. AGENDA DRAFT

PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER __, 2023

NEW ISSUE—BOOK-ENTRY ONLY INSURED BONDS RATING: S&P: “AA” UNINSURED BONDS RATING: S&P: “____”
See “CONCLUDING INFORMATION – Ratings”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, interest on the Bonds is exempt from State of California personal income taxes. Bond Counsel observes that interest on the Bonds is not excluded from gross income for federal income tax purposes. See “TAX MATTERS.”
$[PAR]*

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY
(FAIRFIELD REDEVELOPMENT PROJECTS)
2023 TAX ALLOCATION REFUNDING BONDS
(FEDERALLY TAXABLE)
Dated: Delivery Date Due: August 1, as shown on the inside cover Purpose. The bonds captioned above (the “Bonds”) are being issued by the Successor Agency to the Fairfield Redevelopment Agency (the “Successor Agency”) pursuant to an Indenture of Trust dated as of [Month] 1, 2023 (the “Indenture”), between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The proceeds of the Bonds will be used to (i) defease and redeem certain outstanding bonds issued by the former Fairfield Redevelopment Agency and the Successor Agency, (ii) establish a debt service reserve account and depositing therein a debt service reserve account policy, as described below, and (iii) pay the costs of issuing the Bonds.

Book-Entry; Payments. The Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Bonds. Semiannual interest on the Bonds due February 1 and August 1 of each year, commencing February 1, 2024, and principal on the Bonds due August 1 in the years and in the amounts shown on the inside cover page of this Official Statement, will be payable by the Trustee to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the Bonds. See “THE BONDS.”
Redemption. The Bonds are subject to redemption prior to maturity. See “THE BONDS – Redemption.” Security; Parity Bonds. The Bonds are payable from and secured by a pledge of, security interest in, and lien on all of the Tax Revenues (after certain deductions described herein) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, including a debt service reserve account established by depositing therein a debt service reserve account policy to be issued by [INSURER] (“[INSURER]”) concurrently with the delivery of the Bonds, as further described in this Official Statement.

The Successor Agency may issue or incur loans, bonds, notes, advances or indebtedness in the future payable from Tax Revenues on a parity with the Bonds subject to the conditions precedent set forth in the Indenture. See “SECURITY FOR THE BONDS.” Bond Insurance. The scheduled payment of principal of and interest on certain maturities of the Bonds (the “Insured Bonds”), when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Insured Bonds by [INSURER]. The maturities of the Insured Bonds will be determined in connection with the pricing of the Bonds. [Insurer Logo]
Limited Obligations. The Bonds are limited obligations of the Successor Agency secured by a pledge of, security interest in, and lien on all of the Tax Revenues and moneys in certain funds and accounts held by the Successor Agency or the Trustee. The principal of and interest on the Bonds are not a debt of the City of Fairfield (the “City”), the County of Solano (the “County”), the State of California (the “State”) or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State nor any of their political subdivisions except the Successor Agency is liable thereon. The principal of and interest on the Bonds is not payable out of any funds or properties other than those set forth in the Indenture. Neither the members of the Successor Agency, the Solano Countywide Oversight Board, the City Council of the City, nor any persons executing the Bonds are liable personally on the Bonds.

This cover page of the Official Statement contains information for quick reference only. It is not a complete summary of the Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Attention is hereby directed to certain risk factors more fully described in this Official Statement. See “RISK FACTORS.” The Bonds are offered, when, as and if issued, subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the Successor Agency. In addition, certain legal matters will be passed upon for the Successor Agency by Richards, Watson & Gershon, City Attorney of the City, as general counsel to the Successor Agency, and Jones Hall, A Professional Law Corporation, as Disclosure Counsel. Certain legal matters will be passed on for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Underwriter’s Counsel. It is anticipated that the Bonds will be available for delivery through the facilities of DTC, on or about ______, 2023.

The date of this Official Statement Is _________, 2023.

* Preliminary; subject to change.

Packet Page 13 of 249Attachment 2 Page 1 of 88

MATURITY SCHEDULE

$[PAR]*

SUCCESSOR AGENCY TO THE

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

Maturity Date
(August 1)
Principal
Amount Interest Rate

Yield

Price
CUSIP†
(Base _____)

$___ __% Term Bonds due August 1, 20__ Yield: __%
Price: ___ CUSIP† No. __

C: Priced to optional redemption date of August 1, 20__, at ___%. † CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved.

CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenienc e of reference only. None of the Successor Agency, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers. * Preliminary; subject to change.

Packet Page 14 of 249Attachment 2 Page 2 of 88

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY

SOLANO COUNTY, CALIFORNIA

CITY COUNCIL/SUCCESSOR AGENCY BOARD

Catherine Moy, Mayor and Chair
Pam Bertani, Vice Mayor and Board Member
Doug Carr, Board Member
Doriss Panduro, Board Member
Scott Tonnesen, Board Member
Rick Vaccaro, Board Member
K. Patrice Williams, Board Member

CITY/SUCCESSOR AGENCY STAFF

David Gassaway, City Manager and Executive Director
John Furtado, Director of Finance and Chief Financial Officer Myles Dixon, Accounting Manager
Karen L. Rees, City Clerk and Secretary

SPECIAL SERVICES

Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California

Municipal Advisor and Fiscal Consultant
Kosmont Financial Services
Manhattan Beach, California

City Attorney/General Counsel
Richards, Watson & Gershon
Los Angeles, California

Trustee
The Bank of New York Mellon Trust Company, N.A.

San Francisco, California

Verification Agent
Causey Demgen & Moore P.C.

Denver, Colorado
Packet Page 15 of 249Attachment 2 Page 3 of 88

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Successor Age ncy or the Project Areas since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the Bonds.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Document References and Summaries. All references to and summaries of the Indenture or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Stabilization of and Changes to Offering Prices. The Underwriter may overallot or take other steps that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. If commenced, the Underwriter may discontinue such market stabilization at any time. The Underwriter may offer and sell the Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH

FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND

OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS

DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE

SUCCESSOR AGENCY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-

LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Website. The City maintains an Internet website and certain social media accounts, but the information on the website and accounts is not incorporated in this Official Statement.

Insurer Disclosure. _________ (“[INSURER]”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, [INSURER] has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding [INSURER], supplied by [INSURER] and presented under the heading “BOND INSURANCE” and “Appendix I – Specimen Municipal Bond Insurance Policy”.

Packet Page 16 of 249Attachment 2 Page 4 of 88

TABLE OF CONTENTS
Page Page
INTRODUCTION ....................................... 1
Authority and Use of Proceeds ............... 1
The City and the Successor Agency....... 2
The Project Areas .................................. 3
Tax Allocation Financing ........................ 3
Authority to Issue Refunding Bonds
under Dissolution Act ............................ 4
Security for the Bonds ............................ 4
Parity Bonds ........................................... 5 Subordinate Debt ................................... 5
Limited Obligation .................................. 5 Debt Service Reserve Account ............... 6
Bond Insurance ...................................... 6 Professionals Involved in the Offering .... 6
Risk Factors ........................................... 6 Further Information ................................. 6 REFUNDING PLAN ................................... 7
Redemption of Prior Bonds .................... 7
Verification of Mathematical Accuracy .... 9
Estimated Sources and Uses of Funds .. 9
Debt Service Schedule ......................... 10
THE BONDS ........................................... 10 Authority for Issuance .......................... 10
Description of the Bonds ...................... 11
Redemption .......................................... 12 Registration, Transfer and Exchange ... 14
THE DISSOLUTION ACT ........................ 14
SECURITY FOR THE BONDS ................ 16
Pledge Under the Indenture ................. 16
Tax Revenues and Prior Tax
Revenues ............................................. 17 Flow of Funds Under the Indenture ...... 18
Debt Service Reserve Account ............. 20
Limited Obligation ................................ 21
Parity Bonds ......................................... 21 Subordinate Debt ................................. 21
Recognized Obligation Payment
Schedules ........................................ 22
Negotiated Pass-Through Agreements 25
Statutory Pass-Through Payments ....... 26
BOND INSURANCE ................................ 27
PROPERTY TAXATION IN CALIFORNIA 28
Property Tax Collection Procedures ..... 28
Teeter Plan .......................................... 29 Unitary Property ................................... 30 Article XIIIA of the State Constitution .... 30
Appropriations Limitation – Article XIIIB 32
Proposition 87 ...................................... 32 Appeals of Assessed Values ................ 33
Proposition 8 ........................................ 33 Propositions 218 and 26 ....................... 34
Future Initiatives ................................... 34 THE SUCCESSOR AGENCY .................. 34
Successor Agency Powers ................... 34
Status of Compliance with
Dissolution Act ...................................... 35 THE PROJECT AREAS ........................... 35
General ................................................ 35 Land Use .............................................. 38 No Redevelopment Plan Limits ............ 38
Largest Property Taxpayers .................. 39
Historical Assessed Values and Tax
Increment Revenues ......................... 40
Tax Rates ............................................. 40 Appeals of Assessed Values;
Proposition 8 Reductions ...................... 41
Teeter Plan; Annual Tax Receipts to
Tax Levy ............................................... 43 Transfers of Ownership; New
Development ..................................... 43
Projected Tax Revenues and
Estimated Debt Service Coverage .... 43
RISK FACTORS ....................................... 45 Risks to Real Estate Market .................. 46
Public Health Emergencies ................... 46
Recognized Obligation Payment
Schedules ......................................... 46
Challenges to Dissolution Act ............... 48
Concentration of Property Ownership ... 48
Reduction in Taxable Value .................. 49
Assessment Appeals ............................ 49
Reduction in Inflationary Rate ............... 50
Levy and Collection of Taxes ................ 50
Bankruptcy and Foreclosure ................. 50
Estimated Revenues ............................. 51
Hazardous Substances ......................... 51
Natural Disasters .................................. 51 Cyber Security ...................................... 52 Changes in the Law .............................. 53
Secondary Market ................................. 53
Bond Insurance..................................... 53
TAX MATTERS ........................................ 54 CONCLUDING INFORMATION ............... 54
Underwriting ......................................... 54 Legal Opinions ...................................... 54 Litigation ............................................... 55 Ratings ................................................. 55 Continuing Disclosure ........................... 55
Audited Financial Statements ............... 56
Municipal Advisor .................................. 56 Miscellaneous ....................................... 56

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iii

TABLE OF CONTENTS
(Continued)

APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE APPENDIX B – FORM OF BOND COUNSEL OPINION
APPENDIX C – BOOK-ENTRY ONLY SYSTEM
APPENDIX D – FORM OF SUCCESSOR AGENCY CONTINUING DISCLOSURE CERTIFICATE APPENDIX E – CITY OF FAIRFIELD ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2022
APPENDIX F – STATE DEPARTMENT OF FINANCE APPROVAL LETTER APPENDIX G – SUPPLEMENTAL INFORMATION – CITY OF FAIRFIELD AND COUNTY OF SOLANO
APPENDIX H – FISCAL CONSULTANT’S REPORT
APPENDIX I – SPECIMEN MUNICIPAL BOND INSURANCE POLICY
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[INSERT MAP OF PROJECT AREAS]

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1 OFFICIAL STATEMENT

$[PAR]*

SUCCESSOR AGENCY TO THE

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

This Official Statement, including the cover page and the appendices, is provided to furnish information in connection with the sale by the Successor Agency to the Fairfield Redevelopment Agency (the “Successor Agency”) of its Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2023 Tax Allocation Refunding Bonds (Federally Taxable) (the “Bonds”). Capitalized terms used in this Official Statement and not otherwise defined herein shall have the meanings given to such terms in the Indenture, some of which are set forth in Appendix A. See “APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description and guide to, and is qualified by, the more complete and detailed information contained in the entire Official Statement including the cover page and the appendices, and the documents summarized or described herein. A full review should be made of the entire Official Statement.

The offering of the Bonds to potential investors is made only by means of the entire Official Statement.

Authority and Use of Proceeds

The Successor Agency is issuing the Bonds pursuant to authority granted by the Constitution of the State of California (the “State”), Section 34177.5(a)(1) of the Health and Safety Code of the State, Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State (the “Refunding Law”) and an Indenture of Trust, dated as of [Month] 1, 2023 (the “Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). See “THE BONDS – Authority for Issuance.”

The Successor Agency will use a portion of the proceeds of the Bonds, along with other available funds, to defease and redeem (i) all of the outstanding Fairfield Redevelopment Agency North Texas Street Project Tax Allocation Bonds, Series 2011 (Federally Taxable), which are outstanding in the aggregate principal amount of $5,800,000 (the “Prior 2011 Bonds”), and (ii) all or a portion of the outstanding Successor Agency to the Fairfield Redevelopment Agency (Fairfield Redevelopment Projects) 2014 Tax Allocation Refunding Bonds, which are outstanding in the aggregate principal amount of $1,130,000 (the “Prior 2014 Bonds” and together with the

* Preliminary; subject to change.

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2 Prior 2011 Bonds, the “Prior Bonds”). The Successor Agency will determine which maturities of the Prior 2014 Bonds, if any, will be defeased and redeemed with proceeds of the Bonds in connection with the pricing of the Bonds depending on market conditions. For purposes of this Official Statement, the Successor Agency has assumed that some or all of the Prior 2014 Bonds will remain outstanding after the issuance of the Bonds. See “REFUNDING PLAN.”

The remaining proceeds of the Bonds will be used to (i) pay the premium of a debt service reserve insurance policy for the Bonds (the “Reserve Policy”) to be issued by _________ (“[INSURER]”) concurrently with the delivery of the Bonds to satisfy the Reserve Requirement (as defined herein) for the Bonds and (ii) pay the costs of issuing the Bonds, including the premium for the Bond Insurance Policy (as defined herein). See “– Debt Service Reserve Account” and “– Bond Insurance.”

The City and the Successor Agency

The City. The City of Fairfield (the “City”) is located in northern Solano County, California (the “County”). The City was incorporated in 1903 and maintains a council-manager form of government. The City’s Mayor and Council members are elected at-large for four-year terms (the “City Council”). See “APPENDIX G – SUPPLEMENTAL INFORMATION – CITY OF FAIRFIELD AND COUNTY OF SOLANO” for additional information regarding the City and the County. The Bonds are not an obligation of the City or the County.

Successor Agency. The Successor Agency is the successor entity to the former Fairfield Redevelopment Agency (the “Former Agency”), which was dissolved under the Dissolution Act.

The Former Agency was activated by the City Council pursuant to the Redevelopment Law, and was a redevelopment agency with all of the powers vested in such entities under the California Community Redevelopment Law (the “Redevelopment Law”). The City Council was the legislative body of the Former Agency and is the governing board of the Successor Agency.

Pursuant to Section 34173 of the Dissolution Act, the City made an election to act as the successor agency to the Former Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public and legal entity from the City, that the two entities shall not merge, and that the liabilities of the Former Agency will not be transferred to the City nor will the assets of the Former Agency become assets of the City.

Dissolution Act. On June 29, 2011, Assembly Bill No. X1 26 (“AB X1 26”) was enacted, together with a companion bill, Assembly Bill No. X1 27 (“AB X1 27”). The provisions of AB X1 26 provided for the dissolution of all redevelopment agencies statewide as of February 1, 2012.

The provisions of AB X1 27 permitted redevelopment agencies to avoid such dissolution by the payment of certain amounts. A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al., v. Matosantos, et al., 53 Cal. 4th 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB X1 26 and AB X1 27. The California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Former Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies.

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3 The primary provisions enacted by AB X1 26 relating to the dissolution and wind down of former redevelopment agency affairs are found in Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 (“AB 1484”), enacted as Chapter 26, Statutes of 2012 and as further amended on September 22, 2015 by Senate Bill 107 (“SB 107”), enacted as Chapter 325, Statutes of 2015. The provisions of Part 1.8 and 1.85 as amended by AB 1484 and SB 107 are referred to in this Official Statement as the “Dissolution Act.” The Redevelopment Law together with the Dissolution Act are sometimes referred to in this Official Statement as the “Law.”

The Project Areas

As described in this Official Statement, the Bonds are payable from and secured by a pledge of, security interest in, and lien on all of the Tax Revenues (as hereinafter defined) (after the deduction of administrative costs by the County Auditor-Controller pursuant to Health and Safety Code Section 34183(a)) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, as further described in this Official Statement. See “– Security for the Bonds” below. “Tax Revenues” as defined in the Indenture generally consist of tax increment revenues generated within the five project areas of the Former Agency (collectively, the “Project Areas”). The Project Areas, the date of adoption of their respective redevelopment plans (together, the “Redevelopment Plans”) and related ordinance numbers are described in the following table.

Project Area Name
Date of
Redevelopment
Plan Adoption

Ordinance Number
Regional Center Project November 23, 1976 Ord. No. 76-31 Highway 12 Project December 27, 1979 Ord. Nos. 79-45 and 79-46 City Center Project July 6, 1982 Ord. No. 82.13
Cordelia Area Project July 19, 1983 Ord. No. 83-14
North Texas Street Project October 3, 1995 Ord. No. 95-17

See “THE PROJECT AREAS” for additional information regarding the Project Areas.

Tax Allocation Financing

Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues, and the Solano County Auditor-Controller (the “County Auditor-Controller”) apportioned tax increment revenue to all redevelopment agencies as described in the Redevelopment Law. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance which adopted the redevelopment plan became the base year valuation. Assuming the taxable valuation never dropped below the base year level, the taxing agencies receiving property taxes thereafter received only that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion of property taxes produced by applying then current tax rates to the increase in valuation over the base year (less certain items such as payments required to be made with respect to contractual and statutory pass-through obligations). Such incremental tax revenues allocated to a redevelopment agency were authorized to be pledged to the payment of redevelopment agency obligations.

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4 Authority to Issue Refunding Bonds under Dissolution Act

Section 34177.5(a)(1) authorizes the issuance of refunding bonds to provide debt service savings, provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance.

The Dissolution Act authorizes each successor agency to issue refunding bonds secured by a pledge of, and lien on, the revenues that were pledged to the bond or other indebtedness being refunded as well as from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund (as defined herein) established by the county auditor-controller for the successor agency by the Dissolution Act. See “SECURITY FOR THE BONDS.”

Successor agencies have no power to levy property taxes and must rely on the allocation of taxes as described above. See “RISK FACTORS.”

Security for the Bonds

The Dissolution Act requires the County Auditor-Controller to annually determine the amount of property taxes that would have been allocated to the Former Agency from the Project Areas had the Former Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Successor Agency established and held by the County Auditor-Controller (the “Redevelopment Property Tax Trust Fund”) pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Successor Agency will be considered indebtedness incurred by the dissolved Former Agency, with the same lien priority and legal effect as if such bonds had been issued prior to the effective date of AB X1 26, in full conformity with the applicable provisions of the Law that existed prior to that date, and will be included in the Successor Agency’s Recognized Obligation Payment Schedule. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

The Dissolution Act further provides that property tax revenues pledged to any bonds authorized under the Dissolution Act, such as the Bonds, are taxes allocated to the successor agency pursuant to the provisions of the Redevelopment Law and the State Constitution.

Under the Dissolution Act, property tax revenues are distributed to the Successor Agency on a semi-annual basis (on January 2 and June 1) based on a Recognized Obligation Payment Schedule submitted by the Successor Agency to the Solano Countywide Oversight Board (the “Oversight Board”) and the State Department of Finance (the “DOF”). The County Auditor- Controller distributes funds from the Redevelopment Property Tax Trust Fund for the period commencing on January 1 through June 30 and the period commencing on July 1 through December 31 in the order specified in the Dissolution Act. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

In accordance with Section 34177.5(a)(1) of the Dissolution Act, the Bonds are payable from and secured by a pledge of, security interest in, and lien on all of the Tax Revenues (after the deduction of administrative costs by the County Auditor-Controller pursuant to Health and Packet Page 24 of 249Attachment 2 Page 12 of 88

5 Safety Code Section 34183(a)) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, as further described in this Official Statement. See “– Limited Obligation” below. Successor agencies have no power to levy property taxes and must rely on the allocation of taxes as described above. See “RISK FACTORS” and see “SECURITY FOR THE BONDS” for further information regarding the security for the Bonds.

Parity Bonds

The Indenture authorizes the Successor Agency to issue or incur loans, advances or indebtedness payable from Tax Revenues on a parity with the Bonds and the Prior 2014 Bonds not defeased and refunded with proceeds of the Bonds (such Prior 2014 Bonds and such loans, advances or indebtedness hereinafter referred to in this Official Statement as “Parity Bonds”) provided that the conditions set forth in the Indenture are met. See “SECURITY FOR THE BONDS – Parity Bonds.” On the date the Bonds are issued (the “Closing Date”), other than the Prior 2014 Bonds not selected for defeasance and redemption, no Parity Bonds will be outstanding.

As previously described, the Successor Agency will determine which maturities of the Prior 2014 Bonds, if any, will be defeased and redeemed with proceeds of the Bonds in connection with the pricing of the Bonds depending on market conditions. For purposes of this Official Statement, the Successor Agency has assumed that some or all of the Prior 2014 Bonds will remain outstanding after the issuance of the Bonds. See “REFUNDING PLAN.”

Subordinate Debt

The Indenture permits the Successor Agency to issue or incur loans, advances or indebtedness which 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 lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax Revenues hereunder for the security of the Bonds and any Parity Bonds (such loans, advances or indebtedness hereinafter referred to in this Official Statement as “Subordinate Debt”). See “SECURITY FOR THE BONDS – Subordinate Debt.”

Limited Obligation

The Bonds are limited obligations of the Successor Agency issued pursuant to the Successor Agency Resolution (as hereinafter defined), the Oversight Board Resolution (as hereinafter defined) and the Indenture and secured by a pledge of, security interest in, and lien on all of the Tax Revenues (after the deduction of administrative costs by the County Auditor- Controller pursuant to Health and Safety Code Section 34183(a)) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, as further described in this Official Statement. The principal of and interest on the Bonds are not a debt of the County, the State or any of their political subdivisions except the Successor Agency, and none of the City, County, the State nor any of their political subdivisions except the Successor Agency are liable thereon. The principal of and interest on the Bonds are not payable out of any funds other than those pledged to the payment of the Bonds pursuant to the Indenture. No member, officer, agent or employee of the Successor Agency, the Oversight Board, the City Council of the City or any person executing the Bonds is liable personally on the Bonds by reason of their issuance.

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6 Debt Service Reserve Account

The Successor Agency will establish a debt service reserve account for the Bonds (the “Reserve Account”) and will deposit therein the Reserve Policy in the stated amount of $_________, which will satisfy the “Reserve Requirement” (as defined herein). See “SECURITY FOR THE BONDS – Debt Service Reserve Account.”

Bond Insurance

Concurrently with the issuance of the Bonds, [INSURER] will issue its Municipal Bond Insurance Policy (the “Bond Insurance Policy”) for certain maturities of the Bonds (the “Insured Bonds”). The Bond Insurance Policy guarantees the scheduled payment of principal of and interest on the Insured Bonds when due as set forth in the form of the Bond Insurance Policy included as Appendix I to this Official Statement. The maturities of the Insured Bonds will be determined in connection with the pricing of the Bonds. See “BOND INSURANCE.”

Professionals Involved in the Offering

Kosmont Financial Services, Manhattan Beach, California, has acted as fiscal consultant to the Successor Agency (in such capacity, the “Fiscal Consultant”) and advised the Successor Agency as to the taxable values within the Project Areas projected to be available to pay debt service on the Bonds as described in this Official Statement. The report prepared by the Fiscal Consultant is referred to herein as the “Fiscal Consultant’s Report” and is attached as Appendix H.

Kosmont Financial Services has also acted as municipal advisor to the Successor Agency (in such capacity, the “Municipal Advisor”). See “CONCLUDING INFORMATION – Municipal Advisor.” The Bank of New York Mellon Trust Company, N.A., San Francisco, California, will act as Trustee with respect to the Bonds. Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), is underwriting the Bonds. Causey Demgen & Moore P.C., Denver, Colorado, is acting as Verification Agent with respect to the proposed defeasance and redemption of the Prior Bonds (the “Verification Agent”).

All proceedings in connection with the issuance of the Bonds are subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the Successor Agency. A copy of the proposed form of Bond Counsel’s final approving opinion with respect to the Bonds is attached hereto as Appendix B. Jones Hall, A Professional Law Corporation, San Francisco, California, is also acting as Disclosure Counsel. Richards, Watson & Gershon, City Attorney of the City, as general counsel to the Successor Agency, will render certain opinions on behalf of the Successor Agency. Certain legal matters will be passed on for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. See “CONCLUDING INFORMATION – Legal Opinions.”

Risk Factors

Investment in the Bonds involves risks that may not be appropriate for some investors.

See “RISK FACTORS” for a discussion of certain risk factors which should be considered in considering the investment quality of the Bonds.

Further Information

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7 Brief descriptions of the Redevelopment Law, the Dissolution Act, the Refunding Law, the Bonds, the Indenture, the Successor Agency, the Former Agency, the Redevelopment Plans, the Project Areas, and the City are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references in this Official Statement to the Redevelopment Law, the Dissolution Act, the Refunding Law, the Bonds, the Indenture, the Redevelopment Plans, the Constitution and the laws of the State as well as the proceedings of the Former Agency, the Successor Agency and the City are qualified in their entirety by reference to such documents and laws. References in this Official Statement to the Bonds are qualified in their entirety by the form included in the Indenture and by the provisions of the Indenture. During the period of the offering of the Bonds, copies of the draft forms of all documents are available from the Underwriter or the City Clerk, 1000 Webster Street, Fairfield, California 94533.

REFUNDING PLAN

Redemption of Prior Bonds

A portion of the proceeds of the Bonds will be used by the Successor Agency to defease and redeem all of the outstanding Prior 2011 Bonds and all or a portion of the Prior 2014 Bonds.

The Successor Agency will determine which maturities of the Prior 2014 Bonds, if any, will be defeased and redeemed with proceeds of the Bonds in connection with the pricing of the Bonds depending on market conditions. For purposes of this Official Statement, the Successor Agency has assumed that some or all of the Prior 2014 Bonds will remain outstanding after the issuance of the Bonds.

Prior 2011 Bonds. The Prior 2011 Bonds are currently subject to redemption, at the option of the Successor Agency on any date, 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 par amount of the Prior 2011 Bonds being so redeemed, without premium, together with accrued interest thereon to the date fixed for redemption.

On the Closing Date, pursuant to an Escrow Deposit and Trust Agreement (the “2011 Bonds Escrow Agreement”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow agent (in such capacity, the “2011 Bonds Escrow Agent”) and as trustee of the Prior 2011 Bonds, the Successor Agency will deliver a portion of the proceeds of the Bonds, along with other available funds, to the 2011 Bonds Escrow Agent for deposit in an escrow fund established under the 2011 Bonds Escrow Agreement (the “2011 Bonds Escrow Fund”).

The 2011 Bonds Escrow Agent will invest a portion of the amounts deposited in the 2011 Bonds Escrow Fund in federal securities, and will hold the remainder in cash, uninvested. From the moneys and maturing investments on deposit in the 2011 Bonds Escrow Fund, on _______, 2024, the 2011 Bonds Escrow Agent will pay the outstanding principal amount of the Prior 2011 Bonds, together with accrued interest thereon to such date, without premium. The Prior 2011 Bonds are described in the following table.

Prior 2011 Bonds
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8 Maturity Date
(September 1)
Principal
Amount Interest Rate
CUSIP No.
(Base 304216)
2026 T $395,000 9.000% JH8
2031 T 950,000 9.500 JJ4
2042 T 4,455,000 9.500 JK1

T: Term Prior 2011 Bonds.

Pursuant to the indenture relating to the Prior 2011 Bonds, the Prior 2011 Bonds will be deemed to have been defeased upon deposit with an escrow agent, in trust, of money or permitted defeasance securities which, together with the available amounts then on deposit in the funds and accounts established pursuant to said indenture, is fully sufficient to pay the Prior 2011 Bonds, including all principal, interest and redemption premiums thereon if any. The amounts held in the 2011 Bonds Escrow Fund by the 2011 Bonds Escrow Agent are pledged solely to the amounts due and payable by the Successor Agency with respect to the Prior 2011 Bonds. The funds deposited in the 2011 Bonds Escrow Fund will not be available for the payment of debt service with respect to the Bonds.

Prior 2014 Bonds. The Prior 2014 Bonds maturing on and after August 1, 2025, are subject to redemption, at the option of the Successor Agency on any date on or after August 1, 2024, 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 Prior 2014 Bonds to be redeemed, if any, together with accrued interest thereon to the date fixed for redemption, without premium.

In the event the Successor Agency determines to defease and redeem some or all of the Prior 2014 Bonds, on the Closing Date, pursuant to an Escrow Deposit and Trust Agreement (the “2014 Bonds Escrow Agreement”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow agent (in such capacity, the “2014 Bonds Escrow Agent”) and as trustee of the Prior 2014 Bonds, the Successor Agency will deliver a portion of the proceeds of the Bonds, along with other available funds, to the 2014 Bonds Escrow Agent for deposit in an escrow fund established under the 2014 Bonds Escrow Agreement (the “2014 Bonds Escrow Fund”).

The 2014 Bonds Escrow Agent will invest a portion of the amounts deposited in the 2014 Bonds Escrow Fund in federal securities, and will hold the remainder in cash, uninvested. From the moneys and maturing investments on deposit in the 2014 Bonds Escrow Fund, on August 1, 2024, the 2014 Bonds Escrow Agent will pay the outstanding principal amount of the Prior 2014 Bonds to be redeemed, if any, together with accrued interest thereon to such date, without premium. The Prior 2014 Bonds outstanding as of the date of this Official Statement are described in the following table.

Prior 2014 Bonds
Maturity Date
(August 1)
Principal
Amount Interest Rate
CUSIP No.
(Base 304222)
2024 $205,000 5.000% AL6
2025 215,000 5.000 AM4
2026 225,000 5.000 AN2
2027 235,000 5.000 AP7
2028 250,000 5.000 AQ5
Pursuant to the indenture relating to the Prior 2014 Bonds, the Prior 2014 Bonds selected for redemption, if any, will be deemed to have been defeased upon deposit with an escrow agent, Packet Page 28 of 249Attachment 2 Page 16 of 88

9 in trust, of money or permitted defeasance securities which, together with the available amounts then on deposit in the funds and accounts established pursuant to said indenture, is fully sufficient to pay all of the Prior 2014 Bonds, including all principal, interest and redemption premiums thereon if any. The amounts held in the 2014 Bonds Escrow Fund by the 2014 Bonds Escrow Agent will be pledged solely to the amounts due and payable by the Successor Agency with respect to the Prior 2014 Bonds selected for redemption, if any. The funds deposited in the 2014 Bonds Escrow Fund will not be available for the payment of debt service with respect to the Bonds.

Verification of Mathematical Accuracy

The sufficiency of the deposits in the 2011 Bonds Escrow Fund and the 2014 Bonds Escrow Fund for the respective purposes described above will be verified by the Verification Agent. Assuming the accuracy of the Verification Agent’s computations, as a result of the deposit and application of funds as provided in the 2011 Bonds Escrow Fund and the 2014 Bonds Escrow Fund, the Successor Agency’s obligations with respect to the Prior 2011 Bonds and the Prior 2014 Bonds selected for redemption, if any, will be discharged on the Closing Date.

The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome.

Estimated Sources and Uses of Funds

The estimated sources and uses of funds in connection with the Bonds are summarized below.

Amount
Sources:

Principal Amount $
Plus/Less: [Net] Original Issue Premium/Discount
Plus: Available Funds
Less: Underwriter’s Discount
Total Sources $

Uses:
2011 Bonds Escrow Fund (1) $
2014 Bonds Escrow Fund (2)
Costs of Issuance (3)
Total Uses $
_______________
(1) To be used to defease and redeem the Prior 2011 Bonds pursuant to the 2011 Bonds Escrow Agreement. See “REFUNDING PLAN – Redemption of Prior Bonds – Prior 2011 Bonds.” (2) To be used to defease and redeem the Prior 2014 Bonds selected for redemption, if any, pursuant to the 2014 Bonds Escrow Agreement. See “REFUNDING PLAN – Redemption of Prior Bonds – Prior 2014 Bonds.” (3) Costs of Issuance include fees and expenses for Bond Counsel, Disclosure Counsel, Fiscal Consultant, Municipal Advisor, Trustee, escrow agents, the Verification Agent, premiums for the Bond Insurance Policy and the Reserve Policy, City Attorney as general counsel to the Successor Agency, printing expenses, rating fee and other costs related to the issuance of the Bonds.

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10 Debt Service Schedule

The following table shows the annual debt service schedule for the Bonds, assuming no optional redemption thereof.

Bond Year
Ending
August 1

Bonds
Principal

Bonds
Interest

Total
Debt Service
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
Total

Source: Stifel, Nicolaus & Company, Incorporated.

THE BONDS

Authority for Issuance

The issuance of the Bonds and the execution and delivery of the Indenture were authorized by the Successor Agency pursuant to a resolution adopted on August 15, 2023 (the “Successor Agency Resolution”), and approved by the Oversight Board pursuant to a resolution adopted on September 14, 2023 (the “Oversight Board Resolution”).

Pursuant to the Dissolution Act, written notice of the Oversight Board Resolution was provided to the DOF. On ______, 2023, the DOF provided a letter to the Successor Agency stating that based on the DOF’s review and application of the law, the Oversight Board Resolution approving the Bonds is approved by the DOF. See “APPENDIX F – STATE DEPARTMENT OF FINANCE APPROVAL LETTER.”

Section 34177.5(f) of the Dissolution Act provides that when, as here, a successor agency issues refunding bonds with the approval of the oversight board and the DOF, the oversight board may not unilaterally approve any amendments to or early termination of the bonds, and the scheduled payments on the bonds shall be listed in the Recognized Obligation Payment Packet Page 30 of 249Attachment 2 Page 18 of 88

11 Schedules and are not subject to further review and approval by the DOF or the California State Controller.

Description of the Bonds

The Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond shall mature on more than one date, initially in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, as registered owner of all Bonds. The initially executed and delivered Bonds will be dated the Closing Date and mature on August 1 in the years and in the amounts shown on the inside cover page of this Official Statement.

Interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months at the rates shown on the inside cover page of this Official Statement, payable semiannually on February 1 and August 1 in each year (each an “Interest Payment Date”), commencing on February 1, 2024.

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. Principal of and redemption premium (if any) on any Bond will 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 will be payable in lawful money of the United States of America. See “– DTC and Book-Entry Only System” below.

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.

“Record Date” is defined in the Indenture to mean, with respect to any Interest Payment Date, the close of business on the 15th calendar day of the month preceding such Interest Payment Date, whether or not such 15th calendar day is a Business Day.

DTC and Book-Entry Only System. One fully-registered Bond will be issued for each maturity of the Bonds in the principal amount of the Bonds of such maturity. Each such Bond will be registered in the name of Cede & Co. and will be deposited with DTC. So long as the ownership of the Bonds is registered in the name of Cede & Co., the term “Owner” as used in this Official Statement will refer to Cede & Co. and not to the actual purchasers of the Bonds (the “Beneficial Owners”).

For so long as DTC is used as depository for the Bonds, principal of, premium, if any, and interest payments on the Bonds will be made solely to DTC or its nominee, Cede & Co., as Packet Page 31 of 249Attachment 2 Page 19 of 88

12 registered owner of the Bonds, for distribution to the Beneficial Owners of the Bonds in accordance with the procedures adopted by DTC.

The Successor Agency may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer.

The Successor Agency cannot and does not give any assurances that DTC participants or others will distribute payments with respect to the Bonds received by DTC or its nominee as the registered Owner, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis. See “APPENDIX C – BOOK-ENTRY ONLY SYSTEM.”

Redemption*

Optional Redemption. The Bonds maturing on or before August 1, 20__, are not subject to optional redemption prior to maturity. The Bonds maturing on and after August 1, 20__, are subject to redemption, at the option of the Successor Agency on any date on or after August 1, 20__, 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. The Bonds maturing on August 1, 20__ (the “Term Bonds”) are subject to mandatory redemption in whole, or in part by lot, on August 1, as set forth below, from sinking fund payments made by the Successor Agency to the Sinking Account, at a redemption price equal to the principal amount thereof to be redeemed, without premium; provided however, that (i) in lieu of redemption thereof such Term Bonds may be purchased by the Successor Agency (as further described under the subcaption “– Purchase in Lieu of Redemption” below), and (ii) if some but not all of such Term Bonds have been optionally redeemed pursuant, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency (notice of which determination shall be given by the Successor Agency to the Trustee) and shall include a revised sinking fund schedule.

Bonds Maturing August 1, 20__

August 1 Sinking Fund Payment

(Maturity)

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 20 but not more than 60 days prior to the redemption date, to (i) 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 system accessible at the emma.msrb.org website; but such mailing shall not be a

* Preliminary; subject to change.

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13 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.

Rescission. The Successor Agency has the right to rescind any notice of the optional redemption of the Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be canceled 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 th e Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. 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 and to the same recipients as the original notice of redemption.

Selection of Bonds for 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 the 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.

Partial Redemption. 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.

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 the 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.

Purchase in Lieu of Redemption. In lieu of mandatory sinking fund redemption of the Term Bonds as described under the subcaption “– Mandatory Sinking Fund Redemption” above, amounts on deposit in the Special Fund or in the Principal Account or Sinking Account may also be used and withdrawn by the Successor Agency and the Trustee, respectively, at any time, upon the Written Request of the Successor Agency, for the purchase of the Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Successor Agency may in its discretion determine. The par amount of any Term Bonds so purchased by the Successor Agency in any twelve-month period ending on July 15 in any year shall be credited towards and shall reduce the par amount of the Term Bonds required to be redeemed; provided that evidence satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July 15.

In no event shall the Successor Agency purchase any Term Bonds in lieu of redemption without canceling such Term Bonds.

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14 Registration, Transfer and Exchange

The following provisions regarding the exchange and transfer of the Bonds apply only during any period in which the Bonds are not subject to DTC’s book-entry system. While the Bonds are subject to DTC’s book-entry system, their exchange and transfer will be effected through DTC and the Participants and will be subject to the procedures, rules and requirements established by DTC. See “APPENDIX C – BOOK-ENTRY ONLY SYSTEM.”

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 may refuse to transfer either (a) any Bonds during the period 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.

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 may refuse to exchange either (a) any Bonds during the 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.

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 provided in the Indenture.

THE DISSOLUTION ACT

The Dissolution Act requires the County Auditor-Controller to determine the amount of property taxes that would have been allocated to the Former Agency (pursuant to subdivision (b) of Section 16 of Article XVI of the State Constitution) had the Former Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Successor Agency established and held by the County Auditor-Controller pursuant to the Dissolution Act.

The Dissolution Act provides that any bonds authorized thereunder to be issued by the Successor Agency will be considered indebtedness incurred by the Former Agency, with the same lien priority and legal effect as if the bonds had been issued prior to the effective date of AB X1 26, in full conformity with the applicable provisions of the Redevelopment Law that existed prior to that date, and will be included in the Successor Agency’s Recognized Obligation Payment Schedule. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

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15 The Dissolution Act further provides that bonds authorized by the Dissolution Act to be issued by the Successor Agency will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, and that property tax revenues pledged to any bonds authorized to be issued by the Successor Agency under the Dissolution Act, including the Bonds, are taxes allocated to the Successor Agency pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the State Constitution.

Pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the State Constitution and as provided in the Redevelopment Plans, taxes levied upon taxable property in the Project Areas each year by or for the benefit of the State, any city, county, city and county, district, or other public corporation (herein sometimes collectively called “taxing agencies”) after the effective date of the ordinance approving the Redevelopment Plans are to be divided as follows:

(a) To Taxing Agencies: That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Project Areas as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the Redevelopment Plans (the “base year valuation”), will be allocated to, and when collected will be paid into, the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and

(b) To the Former Agency/Successor Agency: Except for that portion of the taxes in excess of the amount identified in (a) above which are attributable to a tax rate levied by a taxing agency for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of, and the interest on, any bonded indebtedness approved by the voters of the taxing agency on or after January 1, 1989 for the acquisition or improvement of real property, which portion shall be allocated to, and when collected shall be paid into, the fund of that taxing agency, that portion of the levied taxes each year in excess of such amount, annually allocated within limitations established by the Redevelopment Plans, following the date of issuance of the Bonds, when collected will be paid into a special fund of the Successor Agency. Section 34172 of the Dissolution Act provides that, for purposes of Section 16 of Article XVI of the State Constitution, the Redevelopment Property Tax Trust Fund shall be deemed to be a special fund of the Successor Agency to pay the debt service on indebtedness incurred by the Former Agency or the Successor Agency to finance or refinance the redevelopment projects of the Former Agency.

That portion of the levied taxes described in paragraph (b) above, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the County Auditor-Controller, constitute the amounts required under the Dissolution Act to be deposited by the County Auditor-Controller into the Redevelopment Property Tax Trust Fund. In addition, Section 34183 of the Dissolution Act effectively eliminates the January 1, 1989 date from paragraph (b) above. Pursuant to SB 107, effective September 22, 2015, debt service override revenues approved by the voters for the purpose of supporting pension programs or capital projects, and programs related to the State Water Project, that are not pledged to or needed for debt service on successor agency obligations are allocated and paid to the entity that levies the Packet Page 35 of 249Attachment 2 Page 23 of 88

16 override and will not be deposited into the Redevelopment Property Tax Trust Fund. Certain debt service override tax rates were approved within the Project Areas. However, such overrides are not pledged to the payment of debt service on the Bonds. Accordingly, the projections of tax revenues available to pay the debt service on the Bonds in the Fiscal Consultant’s Report and this Official Statement do not include any overrides. See “THE PROJECT AREAS – Tax Rates” for more information.

SECURITY FOR THE BONDS

The County Auditor-Controller will deposit property tax revenues into the Redevelopment Property Tax Trust Fund pursuant to the requirements of the Dissolution Act, including inter alia Health and Safety Code Sections 34183 and 34170.5(b). The Bonds are secured by a pledge of, security interest in, and lien on all of the Tax Revenues (after the deduction of administrative costs by the County Auditor-Controller pursuant to Health and Safety Code Section 34183(a)) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, as further described in this Official Statement. See “– Limited Obligation” below.

Pledge Under the Indenture

Pursuant to the Indenture, and except as provided therein, the Bonds and Parity Bonds shall be equally secured by a pledge of, security interest in, and lien on all of the Tax Revenues, 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.

The Indenture further provides that, except as provided therein, 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 are 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 B onds or any Parity Bonds.

In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, the 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 therein 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 without 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 in the Indenture.

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17 Tax Revenues and Prior Tax Revenues

Definition. “Tax Revenues” are defined in the Indenture as 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. The Indenture further provides that, 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.”

Backup Pledge of Prior Tax Revenues. As previously described, the constitutionality of the Dissolution Act was upheld by the California Supreme Court in California Redevelopment Association, et al., v. Matosantos, et al., 53 Cal. 4th 231 (Cal. Dec. 29, 2011). Since then, the application of the Dissolution Act has been upheld various times. Accordingly, the Successor Agency considers the risk that the Dissolution Act will be invalidated while the Bonds are outstanding to be extremely low. However, in order to issue the Bonds on a parity basis with the Prior 2014 Bonds, the Indenture includes a backup pledge of “Prior Tax Revenues,” in the event of invalidation of the Dissolution Act, as described above. In the event the Dissolution Act were to be invalidated while the Bonds are outstanding, (i) the Bonds would thereafter be secured by “Prior Tax Revenues” which (as described further below) generally consist of tax increment revenues generated only within the North Texas Street Project, instead of all of the Project Areas, and (ii) the Prior 2014 Bonds would be secured by tax increment revenues generated only within the Cordelia Area Project, the City Center Project and the Highway 12 Project.

Moreover, because the Successor Agency considers the risk that the Dissolution Act will be invalidated while the Bonds are outstanding to be extremely low, this Official Statement assumes that the Dissolution Act is not so invalidated prior to the final maturity of the Bonds. In particular, the projections of tax increment revenues available to pay debt service on the Bonds in the Fiscal Consultant’s Report and this Official Statement assume that tax increment revenues from all of the Project Areas will be available to pay debt service on the Bonds when due.

“Prior Tax Revenues” are defined in the Indenture to mean 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 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.

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18 Housing Set-Aside. Before it was amended by the Dissolution Act, the Redevelopment Law required the Former Agency to set aside not less than 20% of all tax increment generated in the Project Areas into a low and moderate income housing fund to be used for the purpose of increasing, improving and/or preserving the supply of low and moderate income housing. These tax increment revenues were commonly referred to as “Housing Set-Aside.”

The Dissolution Act eliminates the characterization of certain tax increment revenues as Housing Set-Aside. As a result, and because the Successor Agency will not have any obligations that will be payable from Housing Set-Aside on a basis senior to the payment of debt service on Bonds after the issuance of the Bonds, the former Housing Set-Aside will be available to pay debt service on the Bonds. The projections of Tax Revenues prepared by the Fiscal Consultant and set forth in the section of this Official Statement entitled “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage,” assume the availability of the former Housing Set-Aside for this purpose.

Flow of Funds Under the Indenture

Deposit in Redevelopment Obligation Retirement Fund. The Successor Agency previously established the Redevelopment Obligation Retirement Fund pursuant to Section 34170.5(a) of the Health and Safety Code, which the Successor Agency is required to continue to hold and maintain while Bonds and any Parity Bonds are Outstanding. Under the Indenture, 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 Sinking Account, the Reserve Account and the Redemption Account in such Bond Year pursuant to the Indenture 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 shall be released from the pledge and lien under the Indenture 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 B onds and the payment in full of all other amounts payable under the Indenture 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 the Indenture and in any Parity Bonds Instrument.

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.” See “–Tax Revenues and Prior Tax Revenues – Backup Pledge of Prior Tax Revenues.”
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 Packet Page 38 of 249Attachment 2 Page 26 of 88

19 the North Texas Street Redevelopment Project Special Fund, and shall transfer such Prior Tax Revenues to the Trustee pursuant to the Indenture.

Transfer to Debt Service Fund. Pursuant to the Indenture, a trust fund known as the “Debt Service Fund” will be established and held by the Trustee 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 established or continued in the Debt Service Fund, and in the following order of priority:

Interest Account. On or before the sixth 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 the Indenture).

Principal Account. On or before the sixth 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.

Sinking Account. No later than the sixth Business Day preceding each August 1 on which any Term Bond becomes subject to mandatory sinking account redemption, the Successor Agency shall withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee f or deposit in the Sinking Account an amount which, when added to the amount then contained in the Sinking Account, will be equal to the aggregate principal amount of the Term Bonds required to be redeemed on such August 1. No such deposit need be made to the Sinking Account if the amount contained therein is at least equal to the Sinking Account payments to become due on the next August 1 on all of the Outstanding Bonds. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of paying the principal of the Term Bonds as it shall become due and payable upon redemption or purchase pursuant to the Indenture.

Reserve Account. Pursuant to the Indenture, a separate account within the Debt Service Fund will be established to be known as the “Reserve Account” solely as security for payments on the Bonds payable by the Successor Agency pursuant to the Indenture, Packet Page 39 of 249Attachment 2 Page 27 of 88

20 which shall be held by the Trustee in trust for the benefit of the Owners of the Bonds. See “– Debt Service Reserve Account” for further information regarding the Reserve Account.

Redemption Account. On or before the Business Day preceding any date on which Bonds are to be redeemed pursuant to the Indenture, the Trustee shall withdraw from the Debt Service Fund any amount transferred by the Successor Agency pursuant to the Indenture 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 the Indenture.

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 the Indenture 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.

Debt Service Reserve Account

General. In order to further secure the payment of principal of and interest on the Bonds, a portion of the proceeds of the Bonds will be used to pay the premium of the Reserve Policy from [INSURER] with a stated amount equal to the Reserve Requirement. See “REFUNDING PLAN – Estimated Sources and Uses of Funds.”

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

Use of Moneys in the 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 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 [INSURER] an amount sufficient to repay [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 [INSURER] at least five Business Days prior to each date upon which interest or principal is due on the Bonds.

So long as the Reserve Policy remains in effect, the Successor Agency and the Trustee shall comply with all of the terms and provisions set forth in the Indenture relating to [INSURER] and the Reserve Policy as if such provisions were set forth directly in the Indenture. The Trustee shall comply with all documentation relating to the Reserve Policy as shall be required to maintain the Reserve Policy in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under the Indenture.

The Successor Agency shall have no obligation to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time that the Bonds are Outstanding, (i) amounts are not Packet Page 40 of 249Attachment 2 Page 28 of 88

21 available under the Reserve Policy or (ii) any rating assigned to [INSURER] is downgraded, suspended or withdrawn.

See “APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” for a summary of certain additional provisions in the Indenture regarding the Reserve Account and the Reserve Policy.

Limited Obligation

The Bonds are not a debt of the City, the State or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State or any of their political subdivisions except the Successor Agency are liable therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

No member of the Successor Agency, the Oversight Board or the City Council of the City shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing contained in the Indenture relieves any such member, officer, agent or employee from the performance of any official duty provided by law.

Parity Bonds

In addition to the Bonds, the Successor Agency may issue or incur Parity Bonds in the future 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 specific conditions set forth in the Indenture, including the following (among others). See “APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

(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, for the purpose of refunding outstanding Bonds or Parity Bonds.

(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 the 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 125% of Maximum Annual Debt Service on the Bonds and any Parity Bonds to be outstanding following issuance of the Parity Bonds.

Subordinate Debt

In addition to the Bonds, the Successor Agency may incur Subordinate Debt in such principal amount as may be determined by the Successor Agency, upon the satisfaction of the Packet Page 41 of 249Attachment 2 Page 29 of 88

22 conditions contained in the Indenture. See “APPENDIX A – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

Recognized Obligation Payment Schedules

Submission of Recognized Obligation Payment Schedule. The Dissolution Act requires successor agencies to prepare, and submit to the successor agency’s oversight board and the DOF for approval, a Recognized Obligation Payment Schedule (the “Recognized Obligation Payment Schedule”) pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation.

Successor agencies are required to file Recognized Obligation Payment Schedules with the DOF and the County Auditor-Controller for approval on or before each February 1 for the July 1 through June 30 period immediately following such February 1.

In addition, successor agencies that have received a Finding of Completion and the concurrence of the DOF as to the items that qualify for payment, among other conditions, may at their option, file a “Last and Final” Recognized Obligation Payment Schedule pursuant to Section 34191.6(a) of the Law. If approved by the DOF, the Last and Final Recognized Obligation Payment Schedule will be binding on all parties, and the Successor Agency would no longer submit annual Recognized Obligation Payment Schedules to the DOF or the Oversight Board.

The County Auditor-Controller will remit the authorized funds to the Successor Agency in accordance with the approved Last and Final Recognized Obligation Payment Schedule until each remaining enforceable obligation is fully paid. A Last and Final Recognized Obligation Payment Schedule may only be amended twice, and only with approval of the DOF and the County Auditor-Controller. The Successor Agency has not filed a Last and Final Recognized Obligation Payment Schedule.

Payment of Amounts Listed on the Recognized Obligation Payment Schedule. As defined in the Dissolution Act, “enforceable obligation” includes bonds, including the required debt service, reserve set-asides (including the Reserve Account), and any other payments required under the Indenture or similar documents governing the issuance of the outstanding bonds of the former redevelopment agency or the successor agency, as well as other obligations such as loans, judgments or settlements against the former redevelopment agency or the successor agency, any legally binding and enforceable agreement that is not otherwise void as violating the debt limit or public policy, contracts necessary for the administration or operation of the successor agency, and, under certain circumstances, amounts borrowed from the successor agency’s low and moderate income housing fund.

A reserve may be included on the Recognized Obligation Payment Schedule and held by the successor agency when required by a bond indenture or when the next property tax allocation will be insufficient to pay all obligations due under the provisions of the bonds for the next payment due in the following half of the calendar year.

Order of Priority of Distributions from Redevelopment Property Tax Trust Fund.

Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, a county auditor-controller is to distribute funds for each six-month period (i.e. the period commencing on January 1 through June 30 and the period commencing on July 1 through December 31) in the following order specified in Section 34183 of the Dissolution Act:

Packet Page 42 of 249Attachment 2 Page 30 of 88

23 (i) first, subject to certain adjustments for subordinations (as described below) to the extent permitted under the Dissolution Act and no later than each January 2 and June 1, to each local taxing agency and school entity, to the extent applicable, amounts required for pass-through payments such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011, including negotiated pass-through agreements and statutory pass-through obligations (see “SECURITY FOR THE BONDS – Statutory Pass-Through Payments”);

(ii) second, on each January 2 and June 1, to the successor agency for payments listed in its Recognized Obligation Payment Schedule, with debt service payments (and amounts required to replenish the related reserve f unds, if any) scheduled to be made for tax allocation bonds having the highest priority over payments scheduled for other debts and obligations listed on the Recognized Obligation Payment Schedule;

(iii) third, on each January 2 and June 1, to the successor agency for the administrative cost allowance, as defined in the Dissolution Act; and

(iv) fourth, on each January 2 and June 1, to taxing entities any moneys remaining in the Redevelopment Property Tax Trust Fund after the payments and transfers authorized by clauses (i) through (iii), in an amount proportionate to such taxing entity’s share of property tax revenues in the tax rate area in that fiscal year (without giving effect to any pass-through obligations that were established under the Redevelopment Law).

The Dissolution Act requires the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund amounts required to be distributed for statutory pass- through obligations to the taxing entities on each January 2 and June 1 before amounts are distributed by the County Auditor-Controller from the Redevelopment Property Tax Trust Fund to the Successor Agency’s Redevelopment Obligation Retirement Fund, unless: (i) pass-through payment obligations have been made subordinate to debt service payments for the bonded indebtedness of the Former Agency, as succeeded to by the Successor Agency; (ii) the Successor Agency has reported, no later than the December 1 and May 1 preceding the applicable January 2 or June 1 distribution date, that the total amount available to the Successor Agency from the Redevelopment Property Tax Trust Fund allocation to the Successor Agency’s Redevelopment Obligation Retirement Fund, from other funds transferred from the Former Agency and from funds that have or will become available through asset sales and all redevelopment operations is insufficient to fund the Successor Agency’s enforceable obligations, pass-through payments and the Successor Agency’s administrative cost allowance for the applicable Recognized Obligation Payment Schedule period; and (iii) the State Controller has concurred with the Successor Agency that there are insufficient funds for such purposes.

If the requirements set forth in clauses (i) through (iii) of the foregoing paragraph have been met, the Dissolution Act provides for certain modifications in the distributions otherwise calculated to be distributed on the applicable January 2 or June 1 property tax distribution date (as adjusted for weekends and holidays). To provide for calculated shortages to be paid to the Successor Agency for enforceable obligations, the amount of the deficiency will first be deducted from the residual amount otherwise calculated to be distributed to the taxing entities under the Dissolution Act after payment of the Successor Agency’s enforceable obligations, pass-through payments and the Successor Agency’s administrative cost allowance. If such residual amount is exhausted, the amount of the remaining deficiency will be deducted from amounts available for distribution to the Successor Agency for administrative costs for the applicable Recognized Packet Page 43 of 249Attachment 2 Page 31 of 88

24 Obligation Payment Schedule period in order to fund the enforceable obligations. Finally, funds required for servicing bond debt may be deducted from the amounts to be distributed under subordinated negotiated pass-through agreements, if any, in order to be paid to the Successor Agency for enforceable obligations, but only after the amounts described in the previous two sentences have been exhausted.

The Dissolution Act provides for a procedure by which the Successor Agency may make statutory pass-through payments subordinate to the Bonds. The Successor Agency neither requested nor obtained the consent of any of the taxing entities within the Project Areas to subordinate their respective rights to receive statutory pass-through payments. Therefore, the payment of debt service on the Bonds is subordinate to the payment of statutory pass-through payments with respect to the Project Areas. In addition, the Former Agency entered into certain negotiated pass-through agreements with respect to the City Center Project and the Cordelia Project. The payment of debt service on the Bonds is also subordinate to the payment of payments under such agreements.

See “SECURITY FOR THE BONDS – Statutory Pass-Through Payments” and “– Negotiated Pass-Through Agreements.”

Sources of Payments for Enforceable Obligations. Under the Dissolution Act, the categories of sources of payments for enforceable obligations listed on a Recognized Obligation Payment Schedule are the following: (i) the former low and moderate income housing fund, (ii) bond proceeds, (iii) reserve balances, (iv) administrative cost allowance (successor agencies are entitled to receive not less than $250,000, unless that amount is reduced by the oversight board), (v) the Redevelopment Property Tax Trust Fund (but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation or otherwise required under the Dissolution Act), or (vi) other revenue sources (including rents, concessions, asset sale proceeds, interest earnings, and any other revenues derived from the redevelopment agency, as approved by the oversight board).

The Dissolution Act provides that only those payments listed in the Recognized Obligation Payment Schedule may be made by a successor agency and only from the funds specified in the Recognized Obligation Payment Schedule.

Relevant Covenant by the Successor Agency. In the Indenture, the Successor Agency covenants to comply with all of the requirements of the Dissolution Act and the Law. The Indenture further provides that the Successor Agency shall take all actions required under the Law to include in a Recognized Obligation Payment Schedule for each six-month period scheduled debt service on the Bonds, as well as any amount required hereunder to replenish the Reserve Account, so as to enable the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund for deposit in the Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required to enable the Successor Agency to pay timely principal of, and interest on the Bonds coming due in the applicable six-month period.

The foregoing covenant obligates the Successor Agency to place on the periodic Recognized Obligation Payment Schedule for approval by the Oversight Board and the DOF, to the extent necessary, the amounts to be held by the Successor Agency as a reserve until the next six-month period, as contemplated by Section 34171(d)(1)(A) of the California Health and Safety Code, that are necessary to provide for the payment of principal and interest under the Indenture when the next property tax allocation is projected to be insufficient to pay all obligations due hereunder in the following six-month period, including the inclusion on the applicable Recognized Packet Page 44 of 249Attachment 2 Page 32 of 88

25 Obligation Schedule the amounts set forth in the Recognized Obligation Debt Service Schedule attached to the Indenture.

The Successor Agency has no power to levy and collect taxes, and various factors beyond its control could affect the amount of Tax Revenues available in any six-month period (or otherwise) to pay the principal of and interest on the Bonds. See “RISK FACTORS.”

History of Submission of the Recognized Obligation Payment Schedules. The Successor Agency has procedures in place to ensure full and timely compliance with the above - described covenant. Under the direction of the City’s Finance Director, the Successor Agency has submitted all previous Recognized Obligation Payment Schedules of the Successor Agency on a timely basis.

There are strong incentives for the Successor Agency to submit Recognized Obligation Payment Schedules on time. If the Successor Agency does not submit a Recognized Obligation Payment Schedule to the Oversight Board, the County Auditor-Controller and the DOF on or before each February 1 (unless the Successor Agency submits and obtains approval from the DOF of a Last and Final Recognized Obligation Payment Schedule), then the Successor Agency will be subject to a $10,000 per day civil penalty for every day the schedule is not submitted to the DOF. See “– Submission of Recognized Obligation Payment Schedules” above for discussion regarding submission of Last and Final Recognized Obligation Payment Schedule. Additionally, if the Successor Agency does not submit a Recognized Obligation Payment Schedule to the Oversight Board and the DOF within 10 days of the deadline, then the Successor Agency’s maximum administrative cost allowance may be reduced by up to 25%. If the Successor Agency fails to submit a ROPS by the February 1 deadline, any creditor of the successor agency or the DOF or any affected taxing entity shall have standing to, and may request a writ of mandate to, require the Successor Agency to immediately perform this duty. For additional information regarding procedures under the Dissolution Act relating to late Recognized Obligation Payment Schedules and implications for the Bonds, see “RISK FACTORS – Recognized Obligation Payment Schedules.”

Negotiated Pass-Through Agreements

General. Prior to the effectiveness of Assembly Bill 1290 (“AB 1290”) in 1994, under the Redevelopment Law, a redevelopment agency could enter into an agreement to pay tax increment revenues to any affected taxing agency that has territory located within a redevelopment project in an amount which in the redevelopment agency’s determination is appropriate to alleviate any financial burden or detriment caused by the redevelopment project.

Such agreements typically provided for payment or pass-through of tax increment revenue directed to the affected taxing entity, and, therefore, are commonly referred to as pass-through agreements or tax sharing agreements. The Former Agency did not enter into any pass-through agreements with respect to the Regional Center Project, the Highway 12 Project or the North Texas Project. A summary of the Successor Agency’s negotiated pass-through obligations with respect to the City Center Project and Cordelia Project follows below.

City Center Project. On June 28, 1983, the Former Agency entered into an agreement with the County (the “City Center Pass-Through Agreement”) in which the Former Agency agreed to pay annually to the County 10% of the first $8,500,000 in annual Gross Tax Increment Revenues allocated to the Former Agency with respect to the City Center Project and 60% of annual Gross Tax Increment Revenues allocated in excess of $8,500,000. The agreement provides that the Successor Agency may subordinate tax sharing payments to debt service on Packet Page 45 of 249Attachment 2 Page 33 of 88

26 the Bonds if the Successor Agency demonstrates that its obligations under the agreement can be fulfilled; however the Successor Agency has not pursued subordination of the City Center Pass- Through Agreement at this time. Consequently, any amounts payable to the County pursuant to the City Center Pass-Through Agreement are not available for and not pledged to the Successor’s Agency’s obligation to pay debt service on the Bonds.

Cordelia Project. On June 28, 1983, the Redevelopment Agency entered into an agreement with the County (the “Cordelia Pass-Through Agreement”) in which the Former Agency agreed to pay the following percentage of the annual Gross Tax Increment Revenues allocated to the Redevelopment Agency with respect to the Cordelia Project to the following entities: (i) 34.46% to the County; (ii) 1% to the Solano County Community College District; and (iii) 6% to affected special districts until fiscal year 2013-14, and the percentage shall increase to

9.5% from 2014-15 through the end of the Cordelia Project’s ability to receive tax increment. The agreement provides that the Successor Agency may subordinate tax sharing payments to debt service on the Bonds if the Successor Agency demonstrates that its obligations under the agreement can be fulfilled; however the Successor Agency has not pursued subordination of the Cordelia Pass-Through Agreement at this time. Consequently, any amounts payable to the County pursuant to the Cordelia Pass-Through Agreement are not available for and not pledged to the Successor’s Agency’s obligation to pay debt service on the Bonds.

Statutory Pass-Through Payments

General. In certain circumstances, Sections 33607.5 and 33607.7 of the Redevelopment Law require redevelopment agencies and successor agencies to make statutory pass-through payments to taxing agencies whose territory is located within a redevelopment project area, to alleviate the financial burden or detriment caused by the redevelopment project.

Generally speaking, the County Auditor-Controller is required to deduct from the Successor Agency’s Redevelopment Property Tax Trust Fund to pay to the affected taxing agencies percentages of tax increment generated in a project area as follows:

Tier 1: throughout the period that the Successor Agency is eligible to receive property tax revenues from a project area, 25% of revenues in excess of revenues generated in such project area from the date the applicable Redevelopment Plan for such project area was adopted, for post-1994 plans, and from the year in which one of several specified plan limitations would have been reached, in the absence of an amendment to a redevelopment plan extending or eliminating such limitation, for pre-1994 plans with such amendments, all computed as though housing set-aside is still in effect; plus

Tier 2: for the 11th year of the receipt of tax increment and thereafter, 21% of revenues in excess of revenues based on assessed values in the applicable project area for the 10th year of statutory pass-through payments; plus

Tier 3: for the 31st year of the receipt of tax increment and thereafter, 14% of revenues in excess of revenues based on assessed values in the applicable project area for the 30th year of statutory pass-through payments.

Statutory Pass-Through Obligations. On and after January 1, 1994 (the effective date of AB 1290), the former tax increment revenues a redevelopment agency could receive from a redevelopment project were reduced by certain mandatory statutory pass-through payments paid pursuant to Sections 33607.5 and 33607.7 of the Redevelopment Law to affected taxing entities Packet Page 46 of 249Attachment 2 Page 34 of 88

27 pursuant to the Redevelopment Law. Any amendment of a redevelopment plan after January 1, 1994 that increased the amount of tax increment revenues to be received in a project area or extended any of the time limits in a redevelopment plan also triggered such payments to affected taxing entities. These payments, which were to begin the fiscal year following the adoption of the project area, or in the case of payments triggered by an amendment, in the year after the project area’s original plan limitations would have taken effect, are calculated using the increase in revenue over the revenue in the last assessment roll published before the redevelopment plan was adopted, for new plans, or the amount of revenue generated by the project area in the year that the former limit would have been reached, for amendments. With respect to project areas formed or territory added to existing project areas after January 1, 1994, AB 1290 required redevelopment agencies to commence making pass-through payments under 33607.5 of the Redevelopment Law upon formation of such project areas. Under the Dissolution Act, in particular Section 34183, the County Auditor-Controller is obligated to remit these statutory pass-through payments to the affected taxing entities from the Redevelopment Property Tax Trust Fund on each January 2 and July 1.

On June 17, 2003, the City Council adopted Ordinance No. 2003-11, which eliminated the last date for the incurrence of indebtedness for the Regional Center Project, which triggered statutory pass-through payments pursuant to Section 33607.7 of the Redevelopment Law.

In addition, because the North Texas Street Project was established after the effective date of AB 1290, the Successor Agency is required to make statutory pass-through payments under Section 33607.5 of the Redevelopment Law with respect to the North Texas Street Project.

No Subordination of Statutory Pass-Through Payments. Statutory pass-through payments are payable on a senior basis to debt service on bonds under the Dissolution Act, unless the pass-through payments have been subordinated. The Redevelopment Law, as amended by the Dissolution Act, allows statutory pass-through payments to be subordinated to debt service on the Successor Agency’s bonds. The Successor Agency neither requested nor obtained the consent of any of the taxing entities within the Project Areas to subordinate their respective rights to receive statutory pass-through payments. Therefore, the payment of debt service on the Bonds is subordinate to the payment of statutory pass-through payments with respect to the Project Areas.

See “APPENDIX H – FISCAL CONSULTANT’S REPORT” for further information about the Former Agency’s obligation to make statutory pass-through payments and the County’s payment practices with regard to statutory pass-through payments.

BOND INSURANCE

The following information has been furnished by [INSURER] for use in this Official Statement. No representation is made by the Successor Agency or the Underwriter as to the accuracy or completeness of this information, or the absence of material adverse changes therein at any time subsequent to the date hereof. See Appendix I for a specimen of the Bond Insurance Policy.

[to come from insurer]

Packet Page 47 of 249Attachment 2 Page 35 of 88

28 PROPERTY TAXATION IN CALIFORNIA

Property Tax Collection Procedures

Classification. In the State, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” Secured and unsecured property are entered on separate parts of the assessment roll maintained by the County assessor. The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens on the secured property arising pursuant to State law, regardless of the time of the creation of other liens.

Generally, ad valorem taxes are collected by a county (the “Taxing Authority”) for the benefit of the various entities (e.g., cities, schools and special districts) that share in the ad valorem tax (each a taxing entity) and successor agencies eligible to receive distributions from the respective Redevelopment Property Tax Trust Funds.

Collections. Assessed values of secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (i) initiating a civil action against the taxpayer, (ii) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (iii) filing a certificate of delinquency for record in the county recorder’s office to obtain a lien on certain property of the taxpayer, and (iv) seizing and selling personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent.

Penalty. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector on or about June 30 of each fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes with respect to property on the unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning on varying dates related to the tax bill mailing date.

Delinquencies. The valuation of property is determined as of the January 1 lien date as equalized in August of each year and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31.

Supplemental Assessments. California Revenue and Taxation Code Section 75.70 (Chapter 498 of the Statutes of 1983) provides for the reassessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Such reassessment is referred to as the supplemental assessment and is determined by applying the current year’s tax rate to the amount of increase or decrease in a property’s value and prorating the resulting property taxes to reflect the portion of the tax year remaining as determined by the Packet Page 48 of 249Attachment 2 Page 36 of 88

29 date of the change in ownership or completion of new construction. Supplemental Assessments become a lien against real property.

Prior to the enactment of this law, the assessment of such changes was permitted only as of the next tax lien date following the change, and this delayed the realization of increased or decreased property taxes from the new assessments for up to 14 months. Since fiscal year 1984- 85, revenues derived from supplemental assessments have been allocated to redevelopment agencies and taxing entities in the same manner as regularly collected property taxes. This statute provides increased or decreased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date. To the extent such supplemental assessments occur within the Project Areas, Tax Revenues may increase or decrease. The projections of Tax Revenues in the Fiscal Consultant’s Report and this Official Statement do not include supplemental assessments. See “APPENDIX H – FISCAL CONSULTANT’S REPORT” for additional information regarding supplemental assessments.

Property Tax Administrative Costs. In 1990, the State Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows counties to recover charges for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions in proportion to the tax-derived revenues allocated to each, in an amount equal to the fiscal year 1989-90 property tax administration costs, as adjusted annually. SB 1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the jurisdictions which are subject to such charges. In addition, the County Auditor-Controller levies a charge as a percentage of gross tax increment revenues from the Project Areas for managing the property tax allocation process.

The County’s SB 2557 charges and charges for managing the property tax allocation process relating to the Project Areas for fiscal year 2022-23 totaled $749,300. The administrative charges of the County described above are payable on a senior basis to debt service on the Bonds.

According to the Fiscal Consultant, the County’s SB 2557 charges have averaged 1.48% of the gross tax increment revenues from the Project Areas in each of fiscal years 2017-18 through 2022-23. The projections of Tax Revenues in the Fiscal Consultant’s Report and this Official Statement assume that the County’s administrative charges for fiscal year 2023-24 and each fiscal year thereafter will equal 1.48% of gross tax increment revenues from the Project Areas.

See “APPENDIX H – FISCAL CONSULTANT’S REPORT” and “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage.”

Recognized Obligation Payment Schedule. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

Teeter Plan

The County has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”) with respect to redevelopment project areas in the County. Consequently, property tax revenues from the Project Areas do not reflect actual collections because the County allocates property tax revenues to the Successor Agency as if 100% of the calculated property taxes were collected without adjustment for delinquencies, redemption payments or roll adjustments. The County could elect to terminate this policy and, in such event, the amount of the levy of property tax revenue that could be allocated to the Successor Agency would depend upon the actual collections of the secured taxes within the Packet Page 49 of 249Attachment 2 Page 37 of 88

30 Project Areas. Substantial delinquencies in the payment of property taxes could impair the timely receipt by the Successor Agency of Tax Revenues.

Unitary Property

Legislation enacted in 1986 and 1987 provided for a modification of the distribution of tax revenues derived from utility property assessed by the State Board of Equalization (“SBE”), other than railroads. Prior to fiscal year 1988-89, property assessed by the SBE was assessed statewide and was allocated according to the location of individual components of a utility in a tax rate area.

Assembly Bill (“AB”) 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with fiscal year 1988-89, assessed value derived from State-assessed unitary property (consisting mostly of operational property owned by utility companies) is to be allocated county-wide as follows: (i) each taxing entity will receive the same amount as in the previous year plus an increase for inflation of up to 2%; (ii) if utility tax revenues are insufficient to provide the same amount as in the previous year, each taxing entity’s share would be reduced pro rata county wide; and (iii) any increase in revenue above 2% would be allocated in the same proportion as the taxing entity’s local secured taxable values are to the local secured taxable values of the county. Additionally, the lien date on State-assessed property was changed from March 1 to January 1.

AB 454 (Statutes of 1987, Chapter 921) further modified Chapter 1457 regarding the distribution of tax revenues derived from property assessed by the SBE. Chapter 921 provides for the consolidation of all State-assessed property, except for regulated railroad property, into a single tax rate area in each county. Chapter 921 further provides for a new method of establishing tax rates on State-assessed property and distribution of property tax revenue derived from State- assessed property to taxing jurisdictions within each county in accordance with a new formula.

Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is sited.

To administer the allocation of unitary tax revenues to redevelopment agencies, the County Auditor Controller no longer includes the taxable value of utilities as part of the reported taxable values of a project area; therefore, the base year value of the Project Areas has been reduced by the amount of utility value that existed originally in the base year. The Fiscal Consultant reports that approximately $913,000 in unitary tax revenue was allocated to the Successor Agency with respect to the Project Areas for fiscal year 2022-23.

The projections of Tax Revenues in the Fiscal Consultant’s Report and this Official Statement assume that unitary revenues for fiscal year 2023-24 and each fiscal year thereafter will remain constant at the fiscal year 2022-23 amount. See “APPENDIX H – FISCAL CONSULTANT’S REPORT” and “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage.”

Article XIIIA of the State Constitution

Article XIIIA limits the amount of ad valorem taxes on real property to 1% of “full cash value” of such property, as determined by the county assessor. Article XIIIA defines “full cash value” to mean “the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under ‘full cash value,’ or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” Packet Page 50 of 249Attachment 2 Page 38 of 88

31 Furthermore, the “full cash value” of all real property may be increased to reflect the rate of inflation, as shown by the consumer price index, not to exceed 2% per year, or may be reduced.

Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances.

Article XIIIA (i) exempts from the 1% tax limitation taxes to pay debt service on (a) indebtedness approved by the voters prior to July 1, 1978 or (b) bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the proposition; (ii) requires a vote of two-thirds of the qualified electorate to impose special taxes, or certain additional ad valorem taxes; and (iii) requires the approval of two-thirds of all members of the State Legislature to change any State tax laws resulting in increased tax revenues. The validity of Article XIIIA has been upheld by both the California Supreme Court and the United States Supreme Court.

In the general election held November 4, 1986, voters of the State approved two measures, Propositions 58 and 60, which further amended Article XIIIA. Proposition 58 amended Article XIIIA to provide that the terms “purchase” and “change of ownership,” for the purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues.

Proposition 60 amended Article XIIIA to permit the State Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence assessed value to the new residence. As a result of the State Legislature’s action, the growth of property tax revenues may decline.

Legislation enacted by the State Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted).

Tax rates for voter-approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value.

Each year the SBE announces the applicable adjustment factor. Since the adoption of Proposition 13, inflation has, in most years, exceeded 2% and the announced factor has reflected the 2% cap. The changes in the California Consumer Price Index from October of one year and October of the next year are used to determine the adjustment factor for the January assessment date. During the ten previous fiscal years, the inflation factor has been less than 2% on five occasions.

Packet Page 51 of 249Attachment 2 Page 39 of 88

32 The following table reflects the inflation adjustment factors for the current fiscal year and the 9 prior fiscal years.

Historical Inflation Adjustment Factors
Fiscal Year Inflation Adj. Factor
2014-15 0.454%
2015-16 1.998
2016-17 1.525
2017-18 2.000
2018-19 2.000
2019-20 2.000
2020-21 2.000
2021-22 1.036
2022-23 2.000
2023-24 2.000

Appropriations Limitation – Article XIIIB

Article XIIIB limits the annual appropriations of the State and its political subdivisions to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The “base year” for establishing such appropriations limit is the 1978/79 fiscal year, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies.

Section 33678 of the Redevelopment Law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the receipt by a redevelopment agency of proceeds of taxes levied by or on behalf of a redevelopment agency within the meaning of Article XIIIB, nor shall such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purpose of the Constitution and laws of the State, including Section 33678 of the Redevelopment Law. The constitutionality of Section 33678 has been upheld in two California appellate court decisions. On the basis of these decisions, the Successor Agency has not adopted an appropriations limit.

Proposition 87

On November 8, 1988, the voters of the State approved Proposition 87, which amended Article XVI, Section 16 of the State Constitution to provide that property tax revenue attributable to the imposition of taxes on property within a redevelopment project area for the purpose of paying debt service on certain bonded indebtedness issued by a taxing entity (other than the Former Agency or the Successor Agency) and approved by the voters of the taxing entity after January 1, 1989 will be allocated solely to the payment of such indebtedness and not to redevelopment agencies. Effective September 22, 2015, the Dissolution Act provides that such debt service override revenues approved by the voters for the purpose of supporting pension programs, capital projects, or programs related to the State Water Project that are not pledged to or not needed for debt service on successor agency obligations will be allocated and paid to the entity that levies the override. Certain debt service override tax rates were approved within the Project Areas. However, such overrides are not pledged to the payment of debt service on the Packet Page 52 of 249Attachment 2 Page 40 of 88

33 Bonds. Accordingly, the projections of tax revenues available to pay the debt service on the Bonds in the Fiscal Consultant’s Report and this Official Statement do not include any overrides. See “THE PROJECT AREAS – Tax Rates” for more information.

Appeals of Assessed Values

Pursuant to State law, a property owner may apply for a reduction of the property tax assessment for such owner’s property by filing a written application, in a form prescribed by the SBE, with the appropriate county board of equalization or assessment appeals board.

In the County, a property owner desiring to reduce the assessed value of such owner’s property in any one year must submit an application to the County Assessment Appeals Board (the “Appeals Board”). Applications for any tax year must be submitted by September 15 of such tax year. Following a review of each application by the staff of the County Assessor’s Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces the assessment or confirms the assessment. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal’s filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written application is filed. The assessed value increases to its pre- reduction level for fiscal years following the year for which the reduction application is filed.

However, if the taxpayer establishes through proof of comparable values that the property continues to be overvalued (known as “ongoing hardship”), the Assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year as well. Appeals for reduction in the “base year” value of an assessment, which generally must be made within four years of the date of change in ownership or completion of new construction that determined the base year, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. Moreover, in the case of any reduction in any one year of assessed value granted for “ongoing hardship” in the then current year, and also in any cases involving stipulated appeals for prior years relating to base year and personal property assessments, the property tax revenues from which Tax Revenues are derived attributable to such properties will be reduced in the then current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted. See “THE PROJECT AREAS – Appeals of Assessed Values; Proposition 8 Reductions” for information regarding historical and pending appeals of assessed valuations by property owners in the Project Areas.

Proposition 8

Proposition 8, approved in 1978 (California Revenue and Taxation Code Section 51(b)), provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions under this code section may be initiated by the County Assessor or requested by the property owner.

After such reductions in value are implemented, the Assessor is required to review the property’s market value as of each subsequent lien date and adjust the value of real property to the lesser of its base year value as adjusted by the inflation factor pursuant to Article XIIIA of the California Constitution or its full cash value taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Reductions made under Proposition 8 to residential properties are normally initiated by Packet Page 53 of 249Attachment 2 Page 41 of 88

34 the Assessor but may also be requested by the property owner. Reductions of value for commercial, industrial and other land use types under Proposition 8 are normally initiated by the property owner as an assessment appeal.

After a roll reduction is granted under this code section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases must be in accordance with the full cash value of the property and may be increased to the market value of the property without regard to the otherwise applicable the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.

Propositions 218 and 26

On November 5, 1996, California voters approved Proposition 218 – Voter Approval for Local Government Taxes – Limitation on Fees, Assessments, and Charges – Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. On November 2, 2010, California voters approved Proposition 26, the “Supermajority Vote to Pass New Taxes and Fees Act.” Proposition 26 amended Article XIIIC of the State Constitution by adding an expansive definition for the term “tax,” which previously was not defined under the State Constitution. Tax Revenues securing the Bonds are derived from property taxes that are outside the scope of taxes, assessments and property-related fees and charges which are limited by Proposition 218 and Proposition 26.

Future Initiatives

Article XIIIA, Article XIIIB, Article XIIIC and Article XIIID and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting Successor Agency revenues or the Successor Agency’s ability to expend revenues.

THE SUCCESSOR AGENCY

As previously described, the Dissolution Act dissolved the Former Agency as of February 1, 2012. Thereafter, pursuant to Section 34173 of the Dissolution Act, the City became the Successor Agency to the Former Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Former Agency will not be transferred to the City nor will the assets of the Former Agency become assets of the City. The City Council convenes as the governing board of the Successor Agency. City staff serves as staff to the Successor Agency.

Successor Agency Powers

All powers of the Successor Agency are vested in its seven members who are elected members of the City Council of the City. Pursuant to the Dissolution Act, the Successor Agency Packet Page 54 of 249Attachment 2 Page 42 of 88

35 is a separate public body from the County and succeeds to the organizational status of the Former Agency but without any legal authority to participate in redevelopment activities, except to complete any work related to an approved enforceable obligation. The Successor Agency is tasked with expeditiously winding down the affairs of the Former Agency, pursuant to the procedures and provisions of the Dissolution Act. Under the Dissolution Act, substantially all Successor Agency actions are subject to approval by the Oversight Board, as well as review by the DOF.

Status of Compliance with Dissolution Act

The Dissolution Act requires a due diligence review to determine the unobligated balances of each successor agency that are available for transfer to taxing entities. The due dili gence review involves separate reviews of each successor agency’s low and moderate income housing fund and of all other funds and accounts. Once a successor agency completes the due diligence review and any transfers to taxing entities, the DOF will issue a finding of completion that expands the authority of each successor agency in carrying out the wind down process. A finding of completion allows a successor agency to, among other things, retain real property assets of the dissolved redevelopment agency and utilize proceeds derived from bonds issued prior to January 1, 2011. The Successor Agency completed the due diligence process and has received its Finding of Completion.

After receiving a finding of completion, each successor agency is required to submit a Long Range Property Management Plan detailing what it intends to do with its inventory of properties. Successor agencies are not required to immediately dispose of their properties but are limited in terms of what they can do with the retained properties. Permissible uses include:
sale of the property, use of the property to satisfy an enforceable obligation, retention of the property for future redevelopment, and retention of the property for governmental use. These plans must be filed by successor agencies within six months of receiving a finding of completion, and the DOF will review these plans as submitted on a rolling basis. The DOF has approved the Successor Agency’s Long Range Property Management Plan.

THE PROJECT AREAS

General

As described in this Official Statement, the Bonds are payable from and secured by a pledge of, security interest in, and lien on all of the Tax Revenues (after the deduction of administrative costs by the County Auditor-Controller pursuant to Health and Safety Code Section 34183(a)) and moneys in certain funds and accounts held by the Successor Agency or the Trustee, as further described in this Official Statement. Tax Revenues generally consist of tax increment revenues generated within the Project Areas.

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36 The following table summarizes the Project Areas.

TABLE 1
All Project Areas Combined
Summary of Assessed Values and Estimated Tax Revenues

Project
Area

Acres
Base Year
Assessed
Value
FY 2023-24
Assessed
Value(1)
FY 2023-24
Incremental
Value
Estimated
FY 2023-24
Tax Revenues
% of
Estimated
FY 2023-24
Total Tax
Revenues
Regional Center 550 $11,197,724 $1,135,543,161 $1,124,345,437 $9,178,558 20% Highway 12 1,760 189,799,076 1,946,597,409 1,756,798,333 17,624,381 38 City Center 811 100,133,062 706,297,289 606,164,227 5,537,106 12 Cordelia 2,637 44,055,908 2,159,143,815 2,115,087,907 11,276,209 25 North Texas Street 406 121,328,340 481,435,524 360,107,184 2,475,388 5 Total 6,164 $466,514,110 $6,429,017,198 $5,962,503,088 $46,091,642 100%

(1) Assessed values are net of exemptions and assessed value of State-Assessed Property in the amount of $20,495,457. See Table 2.

Source: County Assessor; Kosmont Financial Services.

Regional Center Project. The Regional Center Project consists of approximately 550 acres and is located on both sides of Interstate 80 at Travis Boulevard.

In 2005, approximately 20 acres were added to the Regional Center Project to facilitate new housing development (the “Regional Center Amendment Area”). The Regional Center Amendment Area currently consists of 54 parcels, including approximately 40 single family residential parcels. Since its formation, the Regional Center Amendment Area has generated minimal tax increment revenue. Accordingly, the Fiscal Consultant’s Report and this Official Statement do not include information regarding the Regional Center Amendment Area and all references to the Regional Center Project herein refers to the area within the Regional Center Project excluding the Regional Center Amendment Area.

Most of the major property owners in the Regional Center Project are located in the Solano Town Center mall, a two-level enclosed shopping center on a 66-acre site in the northern part of the City. The total retail area is more than one million square feet. There are four anchor stores in the Solano Town Center mall, including J.C. Penney, Macy’s, Old Navy and Dick’s Sporting Goods. Other attractions at Solano Town Center includes Edwards Fairfield Movie Theater and Dave and Busters.

Within the Regional Center Project, the Former Agency assisted in the development of a distinctly landscaped, multi-use development, the Fairfield Gateway, at the entrance to Solano Town Center mall. The Fairfield Gateway includes a retail center with a Kaiser Permanente Medical Center, Hilton Inn, Trader Joe’s, and Travis Federal Credit Union.

In addition to Solano Town Center mall and the Fairfield Gateway, existing land uses in the Regional Center Project include the David Weir Elementary School, Northbay Hospital, Raley’s Shopping Center, Fairfield-Suisun Unified District Corporation Yard, and residential areas.

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37 Highway 12 Project. The Highway 12 Project encompasses approximately 1,760 acres in the southwestern area of the City. The Highway 12 Project is located between Interstate 80 and Highway 12 on the north and northwest, Hale Ranch Road on the west, Cordelia Road and the Suisun Marsh on the south and open land to the east. The Highway 12 Project was formed to assist with the revitalization of the City’s industrial area and the West Texas Street corridor.

The Highway 12 Project contains a wide range of land uses including industrial, commercial, retail, agricultural and residential. The Fairfield-Suisun Sewer District sewage treatment facility is also located within the Highway 12 Project. The Land Use Plan for the Highway 12 Project provides for general industrial, highway, commercial, extensive agricultural, low density residential, community facilities and open space within the Highway 12 Project.

The Anheuser-Busch Brewery and Corporate Center is a significant commercial area in the Project Area and includes the Anheuser-Busch Brewery, Guittard Chocolate Company, Papyrus, Sutter Medical Center, Tricor Braun, and Harbinger.

Another commercial area in the Highway 12 Project is the 220-acre Solano Business Park which consists of Jelly Belly Candy Company, Calbee America, Courage Production, Pacific Bell Data Center, Abbott Labs/Ross Division, ABCO Laboratories, Amcor PET Packaging, and Toray Advanced Composites. Approximately 390 acres within the Highway 12 Project have been set aside for and are used by the Fairfield-Suisun Sewer District for its sub-regional sewer treatment plant. The Fairfield-Suisun Sewer District, a special district coterminous with the City of Fairfield and Suisun City, was formed in 1951 to provide for the collection, treatment and disposal of sewage and storm water.

City Center Project. The City Center Project encompasses approximately 811 acres in the central part of the City. It is characterized as an area of older, mixed-use (office, retail, single- family and multi-family) developments. The City Center Project contains the City’s central business district, the southerly portion of the North Texas Business District, the Fairfield Civic Center, Post Office, Solano County Government Center, Lee Bell Park, and extensive residential development of varying age and density. Approximately 1,500 residential units currently exist in the City Center Project.

Cordelia Project. The Cordelia Project encompasses approximately 2,637 acres. It is located in the southwestern portion of the City and is along the west side of Interstate 680, south of Interstate 80. A portion of the Cordelia Project is located on either side of Highway 80 and east of the Highway 80 and Highway 680 interchange. The principal land uses are light industry, commercial, single-family residential and open space. Office and light industrial development in the Cordelia Project includes the Green Valley Corporate Park, Green Valley Technical Plaza, and Fairfield Corporate Commons.

Some of the companies that have completed development or located in the area includes NorthBay Healthcare, Partnership Healthplan of California, Kiewit Pacific, and Westamerica Bank corporate headquarters. Public facilities located in the Cordelia Project include the Fairfield Cordelia Library and the Solano County Office of Education. Retail development in the Project consists of a Costco Warehouse and the Green Valley Crossing Shopping Center, which is anchored by a Safeway, CVS Pharmacy, and TJ Maxx.

North Texas Street Project. The North Texas Street Project consists of approximately 406 acres and is located in the central part of the City, on both sides of North Texas Street, which is the central spine of the project area and a key north-south link in the City’s transportation Packet Page 57 of 249Attachment 2 Page 45 of 88

38 network. The North Texas Street Project is generally bounded by East Travis Boulevard on the south and Interstate 80 on the north. At several locations the North Texas Street Project boundaries extend some distance east and west of North Texas Street.

The North Texas Street Project contains a mixture of small commercial centers, larger shopping centers and retail establishments, several motels, apartment developments and mobile homes, single family residential properties, and multi-family residential buildings. Developments in the North Texas Street Project include a Walmart Supercenter, Lowe’s Home Improvement, Texas Roadhouse, and Walgreens. Offices, retail, and automobile repair and sales are also located within the North Texas Street Project. Public facilities in the North Texas Street Project include Fairfield High School, Dover Middle School, City of Fairfield Fire Station, a major portion of the Linear Park that traverses the City, and two corporation yards.

Land Use

The table below summarizes the property in the Project Areas by land use category and net taxable assessed value for the current fiscal year. The assessed values shown have been reduced to reflect non-homeowner exemptions.

TABLE 2
All Project Areas Combined
Land Use By Net Taxable Assessed Value
Fiscal Year 2023-24

Category No. of Parcels Net Taxable Value % of Total
Residential 5,779 $2,527,774,357 39.18%
Commercial 594 1,766,250,908 27.38
Industrial 154 1,318,817,654 20.44
Vacant 377 203,739,073 3.16
Institutional 25 25,708,491 0.40
Agricultural 4 1,944,777 0.03
Miscellaneous/Unknown 499 62,741,510 0.97
Subtotal: 7,432 $5,906,976,770 91.55%

Unsecured $522,040,427 8.13%
State-Assessed Property 20,495,457 0.32
Subtotal: $542,535,885 8.45%

Total Assessed Value: $6,449,512,655 100.00%

Source: Parcelquest; Kosmont Financial Services.

See “APPENDIX H – FISCAL CONSULTANT’S REPORT” for further information about categories of land uses.

No Redevelopment Plan Limits

In accordance with the Redevelopment Law, redevelopment plans, including the Redevelopment Plans, were required to include certain limits on the financing of redevelopment Packet Page 58 of 249Attachment 2 Page 46 of 88

39 projects. These limits could include a time limit on the life of the redevelopment plan, a time limit on the incurrence of indebtedness, a time limit on the receipt of property tax increment and the repayment of indebtedness and a limit on the amount of bonded indebtedness outstanding at any time. Section 34189(a) of the Dissolution Act, enacted by SB 107, clarifies that former tax increment limits set forth in redevelopment plans such as the Redevelopment Plans no longer apply for purposes of paying approved enforceable obligations such as the Bonds.

Largest Property Taxpayers

The table below shows the ten largest payers of property taxes in the Project Areas for fiscal year 2023-24. See “RISK FACTORS – Concentration of Property Ownership” for a discussion regarding the risks associated with the concentration of ownership among the ten largest payers of property taxes in the Project Areas.

TABLE 3
All Project Areas Combined
Top Ten Taxpayers
Fiscal Year 2023-24

Taxpayer
Primary
Land Use
Secured
Assessed
Value (2)
Unsecured
Assessed
Value
Total
Assessed
Value
% of Total
Assessed
Value

1. Anheuser-Busch(1) Industrial $345,274,530 $ -- $345,274,530 5.4%

2. Healthcare Group Northbay Hospital 258,487,209 14,130,378 272,617,587 4.2%

3. Star-West Solano LLC(1)
Shopping
Centers 204,890,988 -- 204,890,988 3.2%

4. Gateway 80 Owner LP Industrial 109,364,607 -- 109,364,607 1.7%

5. Meyer Cookware Industries Industrial 78,543,997 11,868,573 90,412,570 1.4%

6. North Bay Logistics Industrial 76,469,400 -- 76,469,400 1.2%

7. N/A Rolling Oaks 88 LP
Multifamily
Residential 63,219,326 -- 63,219,326 1.0%

8. Westcore CG Solano LLC Industrial 53,255,779 -- 53,255,779 0.8%

9. Guittard Chocolate Industrial 45,347,613 -- 45,347,613 0.7%

10. Bcore Canal Industrial 43,308,553 -- 43,308,553 0.7% Total $1,278,162,002 $25,998,951 $1,304,160,953 20.3%

Total Assessed Value of Project Areas(3) $6,429,017,198

(1) Owners with pending assessment appeals. See “– Appeals of Assessed Values; Proposition 8 Reductions.” (2) Assessed values are net of exemptions.
(3) Exclusive of assessed value of State-Assessed Property in the amount of $20,495,457 for fiscal year 2023-24. See Table 2.

Source: County Assessor; Kosmont Financial Services.

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40 Historical Assessed Values and Tax Increment Revenues

The following table sets forth historical taxable property values, incremental values and Tax Revenues for the Project Areas for the previous five fiscal years.

TABLE 4
All Project Areas Combined
Historical Taxable Values, Incremental Values and Tax Revenues Fiscal Year 2018-19 through 2022-23

2018-19 2019-20 2020-21 2021-22 2022-23
Secured(1) (2) $4,685,027,195 $4,901,390,042 $5,204,992,731 $5,133,034,416 $5,707,325,101 Unsecured (2) 452,217,014 488,799,971 477,125,819 450,877,351 541,811,325 Total Assessed Value 5,137,244,209 5,390,190,013 5,682,118,550 5,583,911,767 6,249,136,426 Less: Base Year Value 466,514,110 466,514,110 466,514,110 466,514,110 466,514,110 Total Incremental Value(2) 4,670,730,099 4,923,675,903 5,215,604,440 5,117,397,657 5,782,622,316 Percentage Change(3) -- 5.3% 5.9% (1.9)% 13.0%

Gross RPTTF Deposits(4) 48,625,009 49,404,188 51,136,240 53,829,618 57,538,818 Less: County Admin. Fees 702,536 714,475 800,962 872,623 749,300 Less: Pass-Through Payments(5) 7,813,371 7,907,422 11,008,458 11,594,176 13,080,921 Tax Revenues $40,109,102 $40,782,291 $39,326,821 $41,362,819 $43,708,600

(1) Secured assessed values are net of exemptions.
(2) According to the Fiscal Consultant, the decrease in assessed values in fiscal year 2021-22 is due to successful appeals. (3) Represents the change in incremental assessed value from previous fiscal year expressed as a percentage. (4) Based on actual collections and inclusive of unitary revenues. (5) See “SECURITY FOR THE BONDS – Negotiated Pass-Through Agreements” and “– Statutory Pass-Through Payments.” Source: County Assessor; Kosmont Financial Services.

See “RISK FACTORS – Reduction in Taxable Value” for the projected decrease in assessed values for fiscal year 2023-24 that the Project Areas could withstand before Tax Revenues would be insufficient to pay estimated debt service on the Bonds in such fiscal year.

Tax Rates

Tax rates will vary from area to area within the State, as well as within a community and a redevelopment project area. The tax rate for any particular parcel is based upon the jurisdictions levying the tax rate for the area where the parcel is located. The tax rate consists of the general levy rate of $1.00 per $100 of taxable value and any over-ride tax rate. The over-ride rate is that portion of the tax rate that exceeds the general levy tax rate and is levied to pay voter approved indebtedness or contractual obligations that existed prior to the enactment of Proposition XIII.

As previously indicated, Section 34183(a)(1) of the Dissolution Act requires the County Auditor-Controller to allocate all revenues attributable to tax rates levied to make annual repayments of the principal of and interest on any bonded indebtedness for the acquisition or improvement of real property to the taxing entity levying the tax rate. In addition, effective September 22, 2015, debt service override revenues approved by the voters for the purpose of supporting pension programs or capital projects and programs related to the State Water Project, that are not pledged to or needed for debt service on successor agency obligations are allocated and paid to the entity that levies the override and will not be deposited into the Redevelopment Packet Page 60 of 249Attachment 2 Page 48 of 88

41 Property Tax Trust Fund. Certain debt service override tax rates were approved within the Project Areas. However, such overrides are not pledged to the payment of debt service on the Bonds.

Accordingly, the projections of tax revenues available to pay the debt service on the Bonds in the Fiscal Consultant’s Report and this Official Statement do not include any overrides.

Appeals of Assessed Values; Proposition 8 Reductions

Appeals of Assessed Values. Pursuant to State law, property owners may apply for a reduction of their property tax assessment by filing a written application, in form prescribed by the SBE, with the appropriate county board of equalization or assessment appeals board.

After the applicant and the assessor have presented their arguments, the Appeals Board makes a final decision on the proper assessed value. The Appeals Board may rule in the assessor’s favor, in the applicant’s favor, or the Board may set their own opinion of the proper assessed value, which may be more or less than either the assessor’s opinion or the applicant’s opinion. Any reduction in the assessment ultimately granted applies to the year for which the application is made and may also affect the values in subsequent years. Refunds for taxpayer overpayment of property taxes may include refunds for overpayment of taxes in years after that which was appealed. Current year values may also be adjusted as a result of a successful appeal of prior year values. Any taxpayer payment of property taxes that is based on a value that is subsequently adjusted downward will require a refund for overpayment . Appeals for reduction in the “base year” value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date.

Appeals may also be filed under Proposition 8, codified at Section 51(b) of the Revenue and Taxation Code, which requires that for each lien date the value of real property shall be the lesser of its base year value annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Significant reductions have taken place in some counties due to declining real estate values. Reductions made under this code section may be initiated by the County Assessor or requested by the property owner. After a roll reduction is granted under this section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases must be in accordance with the full cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution.

Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA. See “PROPERTY TAXATION IN CALIFORNIA” above.

Estimated Impact of Pending Assessment Appeals. The Fiscal Consultant reviewed appeals received from the County for fiscal years 2019-20 through 2022-23 to determine what impact, if any, pending appeals may have on projected Tax Revenues. The Fiscal Consultant reports that for such period there are 56 appeals pending with respect to assessed values in the Project Areas seeking a total reduction in assessed value of approximately $460.2 million.

According to the Fiscal Consultant’s Report, based on information provided by the County, the Fiscal Consultant estimates that, assuming a 100% reduction in assessed value under appeal, the Successor Agency can expect to experience a further reduction in incremental assessed value of the Project Areas of approximately $422.2 million for fiscal year 2023-24, thereby resulting in Packet Page 61 of 249Attachment 2 Page 49 of 88

42 a reduction in Tax Revenues from the Project Areas of approximately $4.2 million in such fiscal year (or approximately 7% of projected Tax Revenues for such fiscal year). The projections of Tax Revenues from the Project Areas prepared by the Fiscal Consultant and set forth in this Official Statement do not take into account reductions in assessed values related to pending appeals based on such estimate. See “APPENDIX H – FISCAL CONSULTANT’S REPORT” and “– Projected Tax Revenues and Estimated Debt Service Coverage.”

The following table includes certain appeals data that are incorporated into the Fiscal Consultant’s projections of Tax Revenues in the Fiscal Consultant’s Report and this Official Statement.

TABLE 5
All Project Areas Combined
Historical and Projected Assessment Appeals Summary
Fiscal Years 2019-20 through 2022-23

Total No. of
Appeals
No. of
Resolved
Appeals
No. of
Successful
Appeals
No. of
Pending
Appeals
Value Under
Appeal per
Pending
Appeals

Est. No. of
Appeals
Allowed
Est. Impact
on Tax
Revenues if
100%
Successful (1)
210 154 44 56 $460,232,155 56 $4,223,439

(1) Estimated loss on pending appeals is not included in the projections of Tax Revenues in the Fiscal Consultant’s Report. See “APPENDIX H – FISCAL CONSULTANT’S REPORT” and “– Projected Tax Revenues and Estimated Debt Service Coverage.” Source: County Clerk of the Board of Supervisors; Kosmont Financial Services.

Within the top ten taxpayers in the Project Areas, two have filed assessment appeals that are currently pending. See “– Largest Property Taxpayers.”

TABLE 6
All Project Areas Combined
Pending Assessment Appeals Among
Project Area Top Taxpayers

Largest
Property Taxpayers

Project
Area
Fiscal
Year
Value
Under
Appeal
Owners Opinion
of Value
Max. Potential
Value Loss
Anheuser-Busch Inc. Highway 12 2020-21 $311,591,490 $232,891,763 $78,699,727 Anheuser-Busch Inc. Highway 12 2021-22 342,126,042 171,063,293 171,062,749 Star-West Solano LLC Regional Center 2021-22 200,797,493 70,281,000 130,516,493 Total $854,515,025 $474,236,056 $380,278,969

Source: County Clerk of the Board of Supervisors; Kosmont Financial Services.

The maximum potential losses of value shown above are for information only. The actual loss of value for property owners that have appeals in multiple years is not cumulative and the losses in value will be limited to the maximum loss in the most recent f iscal year being appealed.

The maximum aggregate loss in value from the top taxpayer pending appeals would be approximately $380.3 million. This amount is approximately 6% of the Project Areas’ incremental value for 2023-24.

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43 The actual reductions in tax increment and Project Areas taxable values for future appeals could be significant. Resolution of appeals are determined by a number of factors including vacancy and rental rates, circumstances of hardship and other real estate comparables, all of which are unique to the individual assessment.

Proposition 8 Reductions. As discussed in “PROPERTY TAXATION IN CALIFORNIA – Proposition 8” above, Proposition 8 allows a temporary reduction in assessed value when the current market value of a property is less than the current assessed value as of the lien date. Due to the economic recession experienced in much of the State beginning in 2008, assessed values of certain property within the Project Areas were temporarily reduced pursuant to Proposition 8.

For purposes of the projections of Tax Revenues included in the Fiscal Consultant’s Report and this Official Statement, the Fiscal Consultant has assumed that no Proposition 8 reductions or restorations will occur in fiscal year 2023-24 or any fiscal year thereafter.

Teeter Plan; Annual Tax Receipts to Tax Levy

As discussed above, the County has adopted a Teeter Plan with respect to secured property taxes. This means that the County Auditor-Controller apportionment of tax revenues to the Redevelopment Property Tax Trust Fund is not based upon the amount of the tax levy that is received from the taxpayers. Consequently, property tax revenues in the Project Areas do not reflect actual collections because the County allocates to the Agency 100% of the calculated tax increment without adjustment for delinquencies, redemption payments or roll adjustments. The County could elect to terminate this policy and, in such event, the amount of the levy of tax increment received by the Successor Agency would depend upon the actual collections of the secured taxes within the Project Areas.

Transfers of Ownership; New Development

According to the Fiscal Consultant, new development continues to occur within the Project Areas that is above and beyond changes of ownership. However, no additional value has been included in the projections of Tax Revenues in the Fiscal Consultant’s Report or this Official Statement with respect to transfers after the January 1, 2023 lien date or new development within the Project Areas.

Projected Tax Revenues and Estimated Debt Service Coverage

The Fiscal Consultant prepared projections of Tax Revenues assuming 0% incremental growth in assessed values of real property commencing in fiscal year 2024-25 and each fiscal year thereafter, as shown in Table 7. Table 8 shows projected debt service coverage commencing with fiscal year 2023-24 based on total debt service on the Bonds assuming 0% incremental growth as projected in Table 7.

The Fiscal Consultant also prepared projections of Tax Revenues assuming 2% incremental growth in assessed values of real property commencing in fiscal year 2024-25 and each fiscal year thereafter. The projections assuming 2% incremental growth are included in the Fiscal Consultant’s Report. There can be no assurance that actual tax increment revenues from the Project Areas will be at least equal to those projected on Table 7 and 8 or in the Fiscal Consultant’s Report. See “APPENDIX H – FISCAL CONSULTANT’S REPORT.” The projections of Tax Revenues from the Project Areas prepared by the Fiscal Consultant and set forth in this Official Statement do not take into account reductions in assessed values related to pending appeals based on such estimate. In addition, for purposes of the projections of Tax Revenues Packet Page 63 of 249Attachment 2 Page 51 of 88

44 included in the Fiscal Consultant’s Report and this Official Statement, the Fiscal Consultant has assumed that no Proposition 8 reductions or restorations will occur in fiscal year 2023-24 or any fiscal year thereafter. Other assumptions made by the Fiscal Consultant in calculating the projected Tax Revenues in Tables 7 and 8 and the Fiscal Consultant’s Report are described in the Fiscal Consultant’s Report. See “APPENDIX H – FISCAL CONSULTANT’S REPORT.” For a discussion of certain matters that will or could cause actual tax increment revenues from the Project Areas in the future to be less than those projected in this Official Statement, see “RISK FACTORS.”

TABLE 7
All Project Areas Combined
Projection of Assessed Values and Tax Revenues
(Assuming No Annual Growth)

Fiscal
Year
Total Assessed
Value(1)
Total
Incremental
Assessed
Value
Gross
Tax
Increment(2)
Less:

County
Admin.

Fees(3)
Less:

Statutory
Pass-Through
Payments(4)
Tax
Revenues
2023-24 $6,429,017,198 $5,962,503,088 $60,537,707 $(882,450) $(13,563,614) $46,091,643 2024-25 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2025-26 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2026-27 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2027-28 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2028-29 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2029-30 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2030-31 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2031-32 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2032-33 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2033-34 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2034-35 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2035-36 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2036-37 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2037-38 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2038-39 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2039-40 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2040-41 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643 2041-42 6,429,017,198 5,962,503,088 60,537,707 (882,450) (13,563,614) 46,091,643

(1) Based on fiscal year 2023-24 actual assessed value, with assumed 0% inflationary growth in fiscal year 2024-25 and zero assumed annual growth thereafter. Exclusive of assessed value of State-Assessed Property in the amount of $20,495,457 for fiscal year 2023-24. See Table 2.
(2) Incremental assessed valuation over base year valuation of $466,514,110. (3) Gross tax increment based on 1.00% tax rate, with unitary revenue of $912,676. (4) Estimated at 1.48% of annual Gross Tax Increment, based on average annual charges for fiscal years 2017-28 through 2022-23. (5) See “SECURITY FOR THE BONDS – Negotiated Pass-Through Agreements” and “– Statutory Pass-Through Payments.” Source: County Assessor; Kosmont Financial Services.

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45 TABLE 8
All Project Areas Combined
Estimated Debt Service Coverage
(Assuming No Annual Growth)

Fiscal
Year
Tax
Revenues
2014 Bonds
Debt Service*
Bonds
Debt Service (1)*
Total Debt
Service*
Debt Service
Coverage*
2023-24 $46,091,643
2024-25 46,091,643
2025-26 46,091,643
2026-27 46,091,643
2027-28 46,091,643
2028-29 46,091,643
2029-30 46,091,643
2030-31 46,091,643
2031-32 46,091,643
2032-33 46,091,643
2033-34 46,091,643
2034-35 46,091,643
2035-36 46,091,643
2036-37 46,091,643
2037-38 46,091,643
2038-39 46,091,643
2039-40 46,091,643
2040-41 46,091,643
2041-42 46,091,643

(1) Represents Bond Year debt service.
* Preliminary; subject to change.

Source: Kosmont Financial Services; Stifel, Nicolaus & Company, Incorporated.

RISK FACTORS

The following information should be considered by prospective investors in evaluating the Bonds. However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.

The various legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by State and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors’ rights, including equitable principles.

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46 Risks to Real Estate Market

The owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate and the Successor Agency’s ability to make payments on the Bonds will be dependent upon the economic strength of the Project Areas. The general economy of the Project Areas will be subject to all of the risks generally associated with urban real estate markets.

Real estate prices and development may be adversely affected by (i) changes in general economic conditions, (ii) fluctuations in the real estate market and interest rates, (iii) unexpected increases in development costs, (iv) the impacts of a public health emergency, such as the COVID-19 pandemic, on construction and sales activity, the national and regional economy and financial circumstances of property owners in the Project Areas, and by (v) other similar factors.

Further, real estate development within the Project Areas could be adversely affected by limitations of infrastructure or future governmental policies, including governmental policies to restrict or control development. In addition, if there is a significant decline in the general economy of the Project Areas, the owners of property within such project area may be less able or less willing to make timely payments of property taxes or may petition for reduced assessed valuation causing a delay or interruption in the receipt of Tax Revenues by the Successor Agency from the Project Areas.

See “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage” for a description of the debt service coverage on the Bonds.

Public Health Emergencies

In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. In February 2020, the World Health Organization (the “WHO”) announced the official name for the outbreak of COVID-19, an upper respiratory tract illness. COVID-19 spread across the globe and has had significant adverse health and financial impacts throughout the world, including the City. States of emergency declared by the Mayor of the City and the Governor of the State were ended in February 2023 and the States of emergency declared by the WHO and the President of the United States were ended in May 2023.

While COVID-19 case rates have significantly declined, vaccination rates have increased, and the national and local economy has been improving, COVID-19 is an established and ongoing health issue according to the WHO, and its duration and severity and economic effects are uncertain in many respects. The ultimate impact of COVID-19 on the Successor Agency’s operations and finances and the economy, real estate market and development within the Project Areas, is not fully known, and it may be some time before the full adverse impact of the COVID - 19 outbreak is known.

Further, there could be future COVID-19 outbreaks or other public health emergencies that could have material adverse effects on the Successor Agency’s operations and finances and on the economy, real estate market and development within the Project Areas. See “– Risks to Real Estate Market.”

Recognized Obligation Payment Schedules

The Dissolution Act provides that only those payments listed in a Recognized Obligation Payment Schedule may be made by a successor agency from the funds specified in the Recognized Obligation Payment Schedule. Pursuant to Section 34177 of the Dissolution Act, on or before each February, the Successor Agency shall submit to the Oversight Board and the DOF Packet Page 66 of 249Attachment 2 Page 54 of 88

47 a Recognized Obligation Payment Schedule unless, at the option of the Successor Agency and subject to DOF approval and satisfaction of certain other conditions, a Last and Final Recognized Obligation Payment Schedule is filed by the Successor Agency and is approved by the DOF in which event no such periodic filing requirements apply. In instances where a Last and Final Recognized Obligation Payment Schedule is not filed, for each annual period the Dissolution Act requires each successor agency to prepare and approve, and submit to the successor agency’s oversight board and the DOF for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation .

Consequently, in instances where a Last and Final Recognized Obligation Payment Schedule is not filed, Tax Revenues will not be withdrawn from the Redevelopment Property Tax Trust Fund by the County Auditor-Controller and remitted to the Successor Agency without a duly approved and effective Recognized Obligation Payment Schedule to pay debt service on the Bonds and to pay other enforceable obligations for each applicable annual period. In the event the Successor Agency were to fail to file a Recognized Obligation Payment Schedule as required, the availability of Tax Revenues to the Successor Agency could be adversely affected for such period. See “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

In instances where a Last and Final Recognized Obligation Payment Schedule is not filed, if a successor agency does not submit a Recognized Obligation Payment Schedule within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the DOF may determine if any amount should be withheld by the county auditor-controller for payments for enforceable obligations from distribution to taxing entities, pending approval of a Recognized Obligation Payment Schedule.

The county auditor-controller is then required to distribute the portion of any of the sums withheld as described above to the affected taxing entities in accordance with applicable provisions of the Dissolution Act upon notice by the DOF that a portion of the withheld balances are in excess of the amount of enforceable obligations. The Dissolution Act provides that the county auditor- controller shall distribute withheld funds to a successor agency only in accordance with a Recognized Obligation Payment Schedule approved by the DOF.

For a description of the covenants made by the Successor Agency in the Indenture relating to the obligation to submit Recognized Obligation Payment Schedules on a timely basis, and the Successor Agency’s history of submissions of Recognized Obligation Payment Schedules, see “SECURITY FOR THE BONDS – Recognized Obligation Payment Schedules.”

AB 1484 also added provisions to the Dissolution Act implementing certain penalties in the event a successor agency does not timely submit a Recognized Obligation Payment Schedule as required. Specifically, an oversight board-approved Recognized Obligation Payment Schedule must be submitted by the successor agency to the county auditor-controller and the DOF, no later than each February 1 for the subsequent annual period. If a successor agency does not submit a Recognized Obligation Payment Schedule by such deadline, the city or county that established the redevelopment agency will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the DOF. Additionally, a successor agency’s administrative cost allowance is reduced by 25% for the subsequent annual period if the successor agency does not submit an oversight board-approved Recognized Obligation Payment Schedule within 10 days of the February 1 deadline.

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48 Challenges to Dissolution Act

Several successor agencies, cities and other entities have filed judicial actions challenging the legality of various provisions of the Dissolution Act. One such challenge is an action filed on August 1, 2012, by Syncora Guarantee Inc. and Syncora Capital Assurance Inc. (collectively, “Syncora”) against the State, the State Controller, the State Director of Finance, and the Auditor- Controller of San Bernardino County on his own behalf and as the representative of all other County Auditors in the State (Superior Court of the State of California, County of Sacramento, Case No. 34-2012-80001215). Syncora are monoline financial guaranty insurers domiciled in the State of New York, and as such, provide credit enhancement on bonds issued by state and local governments and do not sell other kinds of insurance such as life, health, or property insurance.

Syncora provided bond insurance and other related insurance policies for bonds issued by former California redevelopment agencies.

The complaint alleged that the Dissolution Act, and specifically the “Redistribution Provisions” thereof (i.e., California Health and Safety Code Sections 34172(d), 34174, 34177(d), 34183(a)(4), and 34188) violate the “contract clauses” of the United States and California Constitutions (U.S. Const. art. 1, §10, cl.1; Cal. Const. art. 1, §9) because they unconstitutionally impair the contracts among the former redevelopment agencies, bondholders and Syncora. The complaint also alleged that the Redistribution Provisions violate the “Takings Clauses” of the United States and California Constitutions (U.S. Const. amend. V; Cal Const. art. 1 § 19) because they unconstitutionally take and appropriate bondholders’ and Syncora’s contractual right to critical security mechanisms without just compensation.

After hearing by the Sacramento County Superior Court on May 3, 2013, the Superior Court ruled that Syncora’s constitutional claims based on contractual impairment were premature.

The Superior Court also held that Syncora’s takings claims, to the extent based on the same arguments, were also premature. Pursuant to a Judgment stipulated to by the parties, the Superior Court on October 3, 2013, entered its order dismissing the action. The Judgment, however, provides that Syncora preserves its rights to reassert its challenges to the Dissolution Act in the future.

The Successor Agency does not guarantee that any reassertion of challenges by Syncora or that the final results of any of the judicial actions brought by others challenging the Dissolution Act will not result in an outcome that may have a material adverse effect on the Successor Agency’s ability to timely pay debt service on the Bonds.

Concentration of Property Ownership

The risk of reduction in assessed value as a result of factors described herein may generally increase where the assessed value within a project area is concentrated among a relatively few number of property owners.

Within the Project Areas, the total taxable assessed valuation of the top ten property taxpayers for fiscal year 2023-24 was approximately $1.3 billion, which accounted for approximately 20% of the total assessed value of the Project Areas. See “THE PROJECT AREAS – Largest Property Taxpayers.”

Significant reduction in the assessed values of the largest taxpayers in the Project Areas could, by itself or in combination with other factors, have a material adverse effect on the Packet Page 68 of 249Attachment 2 Page 56 of 88

49 Successor Agency’s ability to pay debt service on the Bonds as such payments become due and payable.

Reduction in Taxable Value

Tax Revenues available to pay principal of and interest on the Bonds are determined by the amount of incremental taxable value in the Project Areas, respectively, and the current rate or rates at which property in such project areas is taxed. The reduction of taxable values of property in the Project Areas caused by economic factors beyond the Successor Agency’s control, such as relocation out of such project area by one or more major property owners, sale of property to a non-profit corporation exempt from property taxation, a prolonged recession, or the complete or partial destruction of such property caused by, among other eventualities, earthquake or other natural disaster, could cause a reduction in the Tax Revenues available to pay debt service on the Bonds. Such reduction of Tax Revenues available to pay debt service on the Bonds could have an adverse effect on the Successor Agency’s ability to make timely payments of principal of and interest on the Bonds.

Based on estimated debt service on the Bonds and other assumptions reflected in the projections of Tax Revenues in this Official Statement and the Fiscal Consultant’s Report, the Successor Agency projects that assessed values for fiscal year 2023-24 in the Project Areas could withstand a decrease of approximately $_____ or ____% before Tax Revenues would be insufficient to pay estimated debt service on the Bonds in such fiscal year.

See “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage” for a description of the debt service coverage on the Bonds.

As described in greater detail under the heading “PROPERTY TAXATION IN CALIFORNIA – Article XIIIA of the State Constitution,” Article XIIIA provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, not to exceed a two percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such measure is computed on a calendar year basis. Any resulting reduction in the full cash value base over the term of the Bonds could reduce Tax Revenues available to pay debt service on the Bonds.

In addition to the other limitations on, and required application under the Dissolution Act of Tax Revenues on deposit in the Redevelopment Property Tax Trust Fund, the State electorate or State Legislature could adopt a constitutional or legislative property tax reduction with the effect of reducing Tax Revenues allocated to the Redevelopment Property Tax Trust Fund and available to the Successor Agency. Although the federal and State Constitutions include clauses generally prohibiting the State Legislature’s impairment of contracts, there are also re cognized exceptions to these prohibitions. There is no assurance that the State electorate or State Legislature will not at some future time approve additional limitations that could reduce the Tax Revenues available to pay debt service on the Bonds and adversely affect the source of repayment and security of the Bonds.

Assessment Appeals

Property taxable values may be reduced as a result of Proposition 8, which reduces the assessed value of property, or of a successful appeal of the taxable value determined by the Packet Page 69 of 249Attachment 2 Page 57 of 88

50 County Assessor. An appeal may result in a reduction to the County Assessor’s original taxable value and a tax refund to the applicant property owner. A reduction in taxable values within the Project Areas and the refund of taxes which may arise out of successful appeals by property owners will affect the amount of Tax Revenues under the Indenture. The Successor Agency has in the past experienced reductions in the tax increment revenues from the Project Areas as a result of assessment appeals. The actual impact to tax increment and, therefore, Tax Revenues is dependent upon the actual revised value of assessments resulting from values determined by the County Assessment Appeals Board or through litigation and the ultimate timing of successful appeals. For a discussion of historical assessment appeals in the Project Areas and information regarding pending and resolved assessment appeals for the Successor Agency, see “THE PROJECT AREAS – Appeals of Assessed Values; Proposition 8 Reductions” and “APPENDIX H – FISCAL CONSULTANT’S REPORT.”

Reduction in Inflationary Rate

As described in greater detail below, Article XIIIA of the State Constitution provides that the full cash value of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2%, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2%.

The Successor Agency is unable to predict if any further adjustments to the full cash value base of real property within the Project Areas, whether an increase or a reduction, will be realized in the future. See “PROPERTY TAXATION IN CALIFORNIA – Article XIIIA of the State Constitution.”

Levy and Collection of Taxes

The Successor Agency has no independent power to levy or collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Tax Revenues, and accordingly, could have an adverse impact on the security for and the ability of the Successor Agency to pay debt service on the Bonds when due.

Delinquencies in the payment of property taxes by the owners of land in the Project Areas, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes as described below, could have an adverse effect on the Successor Agency’s ability to make timely payments on the Bonds. See “THE PROJECT AREAS – Teeter Plan; Annual Tax Receipts to Tax Levy.”

Bankruptcy and Foreclosure

The payment of the property taxes from which Tax Revenues are derived and the ability of the County to foreclose the lien of a delinquent unpaid tax may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

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51 Although bankruptcy proceedings would not cause the liens to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Such delay would increase the possibility of delinquent tax installments not being paid in full and thereby increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. See “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage” for projected debt service coverage on the Bonds.

Estimated Revenues

In estimating that Tax Revenues will be sufficient to pay debt service on the Bonds, the Successor Agency made certain assumptions with regard to present and future assessed valuation in the Project Areas, future tax rates and percentage of taxes collected. The Successor Agency believes these assumptions to be reasonable, but there is no assurance these assumptions will be realized and to the extent that the assessed valuation and the tax rates are less than expected, the Tax Revenues available to pay debt service on the Bonds will be less than those projected and such reduced Tax Revenues may be insufficient to provide for the payment of principal of and interest on the Bonds. See “THE PROJECT AREAS – Projected Tax Revenues and Estimated Debt Service Coverage.”

Hazardous Substances

An additional environmental condition that may result in the reduction in the assessed value of property would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the Project Areas. In general, the owners and operators of property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the Project Areas be affected by a hazardous substance, could be to reduce the marketability and value of the property by the costs of remedying the condition.

Natural Disasters

The value of the property in the Project Areas in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as droughts. In the event that one or more of such conditions occur, such occurrence could cause damages of varying seriousness to the land and improvements and the value of property in the Project Areas could be diminished in the aftermath of such events. A substantial reduction of the value of such properties and could affect the ability or willingness of the property owners to pay the property taxes.

Seismic. The City is located along the eastern edge of the seismically active Coast Ranges of California. Active faults near the City include the Green Valley and Cordelia faults.

Most large earthquakes in the Bay Area have occurred along the major faults including the San Andreas, Hayward, Calaveras faults, which are located 20 to 45 miles west and south of the City.

The occurrence of severe seismic activity in the Project Areas could result in substantial damage to property located in the Project Areas, and could lead to successful appeals for Packet Page 71 of 249Attachment 2 Page 59 of 88

52 reduction of assessed values of such property. Such a reduction could result in a decrease in Tax Revenues collected by the Successor Agency.

Flooding. The potential for flood damage in the City has increased over time with urbanization, especially in areas near or within the federal designated floodplain. Streams which are subject to overflow conditions in the City are Ledgewood, Pennsylvania Avenue, Union Avenue, Laurel, McCoy, Green Valley, and Dan Wilson creeks. In the lower reaches of this creek system, flood hazards are intensified by high tides that result in restricted drainage. The major cause of flooding in the southern parts of the City is the low lying nature of the land and the associated effects of the high tides. The majority of the City is located outside of the federally- designated “base” floodplain (previously known as the “100-year” floodplain).

Wildfire. Significant portions of the foothill watershed areas surrounding the City are threatened with wildfire risk, and these areas present a dangerous combination of fact ors. “Extreme Wildfire Risk Areas,” are those lands where severe burning conditions prevail (chaparral and heavy woodland, steep slopes, poor access, winds). In the City, this includes the hilly areas to the west and northwest, the Cement Hill area, the hills above Green Valley and the hills above Interstate 80 and 680 just south of Cordelia.

Some commentators believe that climate change will lead to even more frequent and more damaging wildfires in the future. Property damage due to wildfire could resu lt in a significant decrease in the market value of property in the Project Areas and in the ability or willingness of property owners to pay property taxes.

Drought. As with much of the State, the City experiences recurring drought as a result of its climate conditions. Droughts impact public health and safety related to both water supply and wildfire risk. On October 19, 2021, the Governor declared a Statewide drought state of emergency and requested that all water users voluntarily reduce water use by 15%. On March 24, 2023, the Governor eased the emergency drought restrictions imposed as a result of the Governor’s 2021 declaration. There can be no assurance that subsequent declarations will not impose mandatory water use restrictions should dry conditions persist in future years.

Climate Change

The State has historically been susceptible to wildfires and hydrologic variability. As greenhouse gas emissions continue to accumulate in the atmosphere as a result of economic activity, climate change is expected to intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods and heat waves, and raising sea levels. The future fiscal impact of climate change on the City is difficult to predict, but it could be significant.

Cyber Security

The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City. The City is also reliant on other entities and service providers in connection with the Packet Page 72 of 249Attachment 2 Page 60 of 88

53 administration of the Bonds, including without limitation the County tax collector for the levy and collection of property taxes, and the Trustee.

To date, the Successor Agency has not experienced a successful attack against its network and servers. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Changes in the Law

There can be no assurance that the State electorate will not at some future time adopt initiatives or that the State Legislature will not enact legislation that will amend the Dissolution Act, the Redevelopment Law or other laws or the Constitution of the State the result of which is a reduction of Tax Revenues available to pay debt service on the Bonds.

Secondary Market

There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that the Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances.

Bond Insurance

In the event of default in the payment of the scheduled principal of or interest on the Insured Bonds when all or some becomes due, the Trustee on behalf of any owner of the Insured Bonds will have a claim under the Bond Insurance Policy for such payments. Under certain circumstances, [INSURER] may direct and must consent to any remedies with respect to the Insured Bonds and [INSURER]’s consent may be required in connection with certain amendments to or actions taken under any applicable documents relating to the Insured Bonds. See “APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

The long-term ratings on the Insured Bonds are dependent in part on the financial strength of [INSURER] and its claims paying ability. [INSURER]’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of [INSURER] and the ratings on the Insured Bonds will not be subject to downgrade and such event could adversely affect the market price of the Insured Bonds or the marketability (liquidity) for the Insured Bonds. See “CONCLUDING INFORMATION — Ratings” herein.

The obligations of [INSURER] are unsecured contractual obligations and in an event of default by [INSURER], the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.

Neither the Successor Agency nor the Underwriter has made independent investigation into the claims paying ability of [INSURER] and no assurance or representation regarding the financial strength or projected financial strength of [INSURER] is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the Successor Agency to make the payments on the Insured Bonds and the claims paying ability of [INSURER], particularly over the life of the investment. See “BOND INSURANCE” herein for further Packet Page 73 of 249Attachment 2 Page 61 of 88

54 information regarding [INSURER] and the Bond Insurance Policy, which includes further instructions for obtaining current financial information concerning [INSURER].

TAX MATTERS

The interest on the Bonds is not intended by the Successor Agency to be excluded from gross income for federal income tax purposes. However, in the opinion of Jones Hall, A Professional Law Corporation (“Bond Counsel”), San Francisco, California, interest on the Bonds is exempt from California personal income taxes.

The proposed form of opinion of Bond Counsel with respect to the Bonds to be delivered on the date of issuance of the Bonds is set forth in Appendix B.

Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

CONCLUDING INFORMATION

Underwriting

The Bonds are being purchased by the Underwriter. The Underwriter has agreed to purchase the Bonds at a price of $______ (being the principal amount of the Bonds plus an original issue premium of $____ and less an Underwriter’s discount of $____).

The Underwriter may offer and sell Bonds to certain dealers and others at a price lower than the offering price stated on the inside cover page of this Official Statement. The offering price may be changed from time to time by the Underwriter.

Legal Opinions

The final approving opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, will be furnished to the purchasers at the time of delivery of the Bonds.

A copy of the proposed form of Bond Counsel’s final approving opinion with respect to the Bonds is set forth in “APPENDIX B – FORM OF BOND COUNSEL OPINION.” In addition, certain legal matters will be passed on by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel, and by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Underwriter’s Counsel. Certain legal matters will be passed on for the Successor Agency by Richards, Watson & Gershon, City Attorney of the City, as general counsel to the Successor Agency.

Compensation paid to Bond Counsel, Disclosure Counsel and Underwriter’s Counsel is contingent upon the sale and delivery of the Bonds.

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55 Litigation

There is no action, suit or proceeding known to the Successor Agency to be pending and notice of which has been served upon and received by the Successor Agency, or threatened, restraining or enjoining the execution or delivery of the Bonds or the Indenture or in any way contesting or affecting the validity of the foregoing or any proceedings of the Successor Agency taken with respect to any of the foregoing or seeking to restrain or enjoin the repayment of the Bonds or which, in any manner, questions the right of the Successor Agency to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Successor Agency to collect or pledge the Tax Revenues. See, however, “RISK FACTORS – Challenges to Dissolution Act.”

Ratings

S&P is expected to assign its rating of “AA” to the Insured Bonds with the understanding that the Bond Insurance Policy will be issued by [INSURER] concurrently with the delivery of the Insured Bonds. In addition, S&P has assigned an underlying rating of “___” to the Bonds.

Future events could have an adverse impact on the rating of the Bonds, and there is no assurance that any credit rating that is given to the Bonds will be maintained for any period of time or that the rating may not be qualified, downgraded, lowered or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. Any such qualification, downgrade, lowering or withdrawal of the rating may have an adverse effect on the market price of the Bonds. The rating reflects only the views of S&P (which views and criteria could change at any time), and an explanation of the significance of such rating may be obtained from S&P. Generally, a rating agency bases its ratings on the information and materials furnished to it (which may include information and material from the Successor Agency that is not included in this Official Statement) and on investigations, studies and assumptions of its own.

The Successor Agency has covenanted in a Continuing Disclosure Certificate to file notices of any rating changes on the Bonds with EMMA. See the caption “– Continuing Disclosure” and Appendix D. Notwithstanding such covenant, information relating to rating changes on the Bonds may be publicly available from the rating agencies prior to the time that such information is provided to the Successor Agency and prior to the date by which the Successor Agency is obligated to file a notice of rating change. Purchasers of the Bonds are directed to the rating agencies and their respective websites and official media outlets for the most current ratings with respect to the Bonds after the initial issuance of the Bonds.

In providing a rating on the Bonds, S&P may have performed independent calculations of coverage ratios using its own internal formulas and methodology. The Successor Agency makes no representations as to any such calculations, and such calculations should not be construed as a representation by the Successor Agency as to past or future compliance with any financial covenants, the availability of particular revenues for the payment of debt service or for any other purpose.

Continuing Disclosure

The Successor Agency will covenant for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the Successor Agency by not later than nine months after the end of each fiscal year of the Successor Agency (currently June 30), commencing not later than March 31, 2024 with the report for fiscal year 2022-23 (the “Annual Packet Page 75 of 249Attachment 2 Page 63 of 88

56 Report”), and to provide notices of the occurrence of certain listed events. The Annual Report and the notices of listed events will be filed by the Successor Agency with the Municipal Securities Rulemaking Board through Electronic Municipal Access System (“EMMA”). The specific nature of the information to be contained in the Annual Report or the notices of listed events are set forth in the Continuing Disclosure Certificate to be executed by the Successor Agency in connection with the Bonds. See “APPENDIX D – FORM OF SUCCESSOR AGENCY CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”).

The City and its related entities, including the Successor Agency, previously entered into certain disclosure undertakings under the Rule in connection with the issuance of long-term obligations. During the past five years, the Successor Agency has [not failed to comply with its undertakings pursuant to the Rule][, except for its failure to timely file: _________].

To ensure compliance with the continuing disclosure undertakings of the City and its related entities under the Rule, the Director of Finance is responsible for preparing and filing annual disclosure reports. Additionally, [____________] has been selected by the Successor Agency to serve as dissemination agent with respect to the Successor Agency’s undertaking for the Bonds under the Rule.

Audited Financial Statements

The City’s Annual Comprehensive Financial Report for the fiscal year ended June 30, 2022 (the “City Annual Report”) is attached as Appendix E. The City Annual Report includes the Successor Agency’s audited financial statements for the fiscal year ended June 30, 2022. The Successor Agency’s audited financial statements were audited by EideBailly LLP, Sacramento, California (the “Auditor”). The Auditor has not been engaged to perform and has not performed, since the date of the City Annual Report, any procedures on the financial statements addressed in such report. The Auditor also has not performed any procedures relating to this Official Statement. See “APPENDIX E – CITY OF FAIRFIELD ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2022.”

As described in “SECURITY FOR THE BONDS – Limited Obligation,” the Bonds are payable from and secured by a pledge of Tax Revenues and the Bonds are not a debt of the City.

Municipal Advisor

The Successor Agency has retained Kosmont Financial Services, Manhattan Beach, California, as Municipal Advisor in connection with the authorization and issuance of the Bonds.

The Municipal Advisor does not underwrite or trade bonds and will not engage in any underwriting activities with regard to the issuance and sale of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification, or to assume responsibility for the accuracy, completeness or fairness, of the information contained in this Official Statement and is not obligated to review or ensure compliance with continuing disclosure undertakings. The Municipal Advisor’s compensation is contingent upon the sale and delivery of the Bonds.

Miscellaneous

All of the preceding summaries of the Indenture, the Redevelopment Law, the Dissolution Act, other applicable legislation, the Redevelopment Plans, agreements and other documents are Packet Page 76 of 249Attachment 2 Page 64 of 88

57 made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Successor Agency for further information in connection therewith.

This Official Statement does not constitute a contract with the purchasers of the Bonds.

Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

The execution and delivery of this Official Statement by its Executive Director has been duly authorized by the Successor Agency.

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY

By:

David Gassaway
Executive Director

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APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

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APPENDIX B

FORM OF BOND COUNSEL OPINION

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APPENDIX C

BOOK-ENTRY ONLY SYSTEM

The information in this Appendix C concerning The Depository Trust Company (“DTC”), New York, New York, and DTC’s book-entry system has been obtained from DTC and the Successor Agency takes no responsibility for the completeness or accuracy thereof. The Successor Agency cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing Successor Agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post- trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a S&P Global Rating’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com . The information set forth on such website is not incorporated herein by reference.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct Packet Page 80 of 249Attachment 2 Page 68 of 88

C-2
and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2016 Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Successor Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, premium (if any), and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Successor Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Successor Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Successor Agency or the Trustee, disbursement of such payments to Direct Particip ants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Successor Agency or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the Bonds are required to be printed and delivered.

The Successor Agency may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, representing the Bonds will be printed and delivered to DTC in accordance with the provisions of the Indenture.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Successor Agency believes to be reliable, but the Successor Agency takes no responsibility for the accuracy thereof.

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APPENDIX D

FORM OF SUCCESSOR AGENCY CONTINUING DISCLOSURE CERTIFICATE

$[PAR]

SUCCESSOR AGENCY TO THE

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

This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) is executed and delivered by the SUCCESSOR AGENCY TO THE FAIRFIELD REDEVELOPMENT AGENCY (the “Successor Agency”) in connection with the execution and delivery of the bonds captioned above (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of ______ 1, 2023 (the “Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The Successor Agency covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Successor Agency for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C.

Rule 15c2-12(b)(5).

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:

“Annual Report” means any Annual Report of the Successor Agency provided by the Successor Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Annual Report Date” means the date that is nine months after the end of the Successor Agency’s fiscal year (currently March 31 based on the Successor Agency’s fiscal year end of June 30).

“City” means the City of Fairfield, California.

“Dissemination Agent” means, initially, [____________] or any successor Dissemination Agent designated in writing by the Successor Agency and which has filed with the Successor Agency a written acceptance of such designation.

“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

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“Official Statement” means the final official statement executed by the Successor Agency in connection with the issuance of the Bonds.

“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.

(a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing not later than March 31, 2024, with the report for fiscal year 2022-23, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided, however, that the Successor Agency’s obligation to file the first Annual Report by no later than March 31, 2024 shall be deemed to be satisfied by the submission of the Official Statement to the MSRB. Not later than 15 Business Days prior to the Annual Report Date, the Successor Agency shall provide the Annual Report to the Dissemination Agent (if other than the Successor Agency).

If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the Successor Agency) has not received a copy of the Annual Report, the Dissemination Agent shall contact the Successor Agency to determine if the Successor Agency is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Successor Agency may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date; provided further that, in the event the Successor Agency’s audited financial statements for any fiscal year are included as part of the annual report of the City for such fiscal year, the audited financial statements of the Successor Agency may be submitted together with such annual report of the City so long as such annual report includes the information required in Sections 3 and 4 of this Disclosure Certificate. If the Successor Agency’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The Successor Agency shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Successor Agency under the Indenture.

(b) If the Successor Agency does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the Successor Agency shall provide (or cause the Dissemination Agent to provide) in a timely manner to the MSRB, notice in an electronic format as prescribed by the MSRB.

(i) determine prior to each Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the Successor Agency, file a report with the Successor Agency certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

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Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:

(a) The Successor Agency’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Successor Ag ency’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

(b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, the following financial information and operating data with respect to the Successor Agency for the most recently completed fiscal year:

(i) information showing the total secured and unsecured assessed valuation of taxable properties in the Project Areas, on a combined basis, during the most recent completed fiscal year;

(ii) information showing the total amount of Tax Revenues derived from the Project Areas, on a combined basis, during the most recent completed fiscal year;

(iii) the total amount by which Tax Revenues derived from the Project Areas, on a combined basis, during the most recent completed fiscal year provided coverage for annual debt service on the Bonds;

(iv) if the Teeter Plan was not in effect during the most recent completed fiscal year, the tax increment collections for the Project Areas, on a combined basis, for the most recent completed fiscal year to the extent such information is available to the Successor Agency from appropriate officials of the County of Solano; and

(v) (A) information showing the top 10 taxpayers in the Project Areas, on a combined basis, during the most recent completed fiscal year, and the total assessed valuation represented thereby and the percent of the total taxable assessed value of all properties in the Project Areas, on a combined basis, and (B) information on appeals by the top 10 taxpayers in the Project Areas on or about September 30 of the prior calendar year, on a combined basis, to the extent information regarding such appeals is available to the Successor Agency from appropriate officials of the County of Solano.

(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the Successor Agency shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Successor Agency or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The Successor Agency shall clearly identify each such other document so included by reference.

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Section 5. Reporting of Significant Events.

(a) The Successor Agency shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:

(1) Principal and interest payment delinquencies.

(2) Non-payment related defaults, if material.

(3) Unscheduled draws on debt service reserves reflecting financial difficulties.

(4) Unscheduled draws on credit enhancements reflecting financial difficulties.

(5) Substitution of credit or liquidity providers, or their failure to perform.

(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.

(7) Modifications to rights of security holders, if material.

(8) Bond calls, if material, and tender offers.

(9) Defeasances.

(10) Release, substitution, or sale of property securing repayment of the securities, if material.

(11) Rating changes.

(12) Bankruptcy, insolvency, receivership or similar event of the Successor Agency.

(13) The consummation of a merger, consolidation, or acquisition involving the Successor Agency, or the sale of all or substantially all of the assets of the Successor Agency (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

(14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

(15) Incurrence of a financial obligation of the Successor Agency, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Successor Agency, any of which affect security holders, if material.

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(16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Successor Agency, any of which reflect financial difficulties.

(b) The Successor Agency shall, or shall cause the Dissemination Agent (if not the Successor Agency) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture.

(c) The Successor Agency acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The Successor Agency shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Successor Agency obtains knowledge of the occurrence of any of these Listed Events, the Successor Agency will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the Successor Agency will cause a notice to be filed as set forth in paragraph (b) above.

(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Successor Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Successor Agency.

(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with Rule 15c2-12.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The Successor Agency’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Successor Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).

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Section 8. Dissemination Agent. The Successor Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be [____________]. Any Dissemination Agent may resign by providing 30 days’ written notice to the Successor Agency.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Successor Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived (and the Dissemination Agent shall agree to any amendment so requested by the Successor Agency that does not impose any greater duties or risk of liability on the Dissemination Agent), provided that the following conditions are satisfied:

(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Successor Agency, or type of business conducted;

(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Successor Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Successor Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Successor Agency chooses Packet Page 88 of 249Attachment 2 Page 76 of 88

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to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Successor Agency shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. If the Successor Agency fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Successor Agency to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Successor Agency to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Successor Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded the Trustee as set forth in the Indenture. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Successor Agency hereunder, and shall not be deemed to be acting in any fiduciary capacity for the Successor Agency, the Bond holders or any other party. The obligations of the Successor Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

(b) The Dissemination Agent shall be paid compensation by the Successor Agency for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Successor Agency, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Section 15. Governing Law. This Disclosure Certificate is to be construed in accordance with and governed by the laws of the State of California.

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Date: [Closing Date]

SUCCESSOR AGENCY TO THE

FAIRFIELD REDEVELOPMENT AGENCY

By:

Name:

Title:

AGREED AND ACCEPTED:
[____________],

AS DISSEMINATION AGENT

By:

Name:

Title:

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APPENDIX E

CITY OF FAIRFIELD ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2022

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APPENDIX F

STATE DEPARTMENT OF FINANCE APPROVAL LETTER

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APPENDIX G

SUPPLEMENTAL INFORMATION – CITY OF FAIRFIELD AND

COUNTY OF SOLANO

The following information is included only for the purpose of supplying general information regarding the City of Fairfield (the “City”) and the County of Solano (the “County”). This information is provided only for general informational purposes, and provides prospective investors limited information about the City and County and its economic base. The Bonds are payable solely from the revenues described in the Indenture and are not a debt of the City, the County, the State of California (the “State”) or any of its political subdivisions, except the Successor Agency, and neither the City, the County, the State nor any of its political subdivisions, except the Successor Agency, is liable therefor.

General

The City of Fairfield, which comprises approximately 36.7 square miles, is located in and serves as the county seat of the County of Solano some 44 miles northeast of San Francisco and 42 miles west of Sacramento. The City is served by Interstate 80, the major freeway link between San Francisco and Sacramento, as well as Highway 12, a connecting freeway from Interstate 80 to Napa Valley.

Historically, the City’s economy has been based upon agriculture and related industries; the City has served as a commerce center for agriculture in its region for over 100 years. In recent years, however, the City has transformed its economic base as a result of significant residential, industrial and commercial building activity occurring over the past several years. The City has been proactive in providing commercial/industrial development opportunities, and has formed several assessment districts to finance public improvements required by new projects.

Additionally, the Former Agency formed five project areas to also fund public improvements required by development. This rapid expansion in manufacturing, warehousing and distribution areas has led to growth in population and employment.

Population

Population figures for the City, the County and the State for the years 2019 through 2023 are shown in the following table.

CITY OF FAIRFIELD,

SOLANO COUNTY AND STATE OF CALIFORNIA

POPULATION ESTIMATES

Area 2019 2020 2021 2022 2023
City of Fairfield 116,885 117,553 119,729 119,054 119,526 Solano County 438,205 439,211 449,116 445,881 443,749 State of California 39,605,361 39,648,938 39,286,510 39,078,674 38,940,231

Source: State Department of Finance estimates (as of January 1).

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Employment and Industry

The unemployment rate in Solano County was 4.9 percent in August 2023, up from a revised 4.6 percent in July 2023, and above the year-ago estimate of 4.1 percent. This compares with an unadjusted unemployment rate of 5.1 percent for California and 3.9 percent for the nation during the same period.

The following table summarizes the civilian labor force, employment and unemployment in the County for calendar years 2018 through 2022.

VALLEJO-FAIRFIELD METROPOLITAN STATISTICAL AREA
(Solano County)
Annual Average Labor Force
Employment by Industry
March 2022 Benchmark

2018 2019 2020 2021 2022
Civilian Labor Force 209,100 208,500 202,200 200,700 202,300 Employment 200,800 200,600 182,500 185,800 193,800
Unemployment 8,300 7,900 19,700 14,900 8,500
Unemployment Rate 3.9% 3.8% 9.8% 7.4% 4.2%
Wage and Salary Employment: (1)
Agriculture 1,700 1,500 1,500 1,600 1,700
Mining and Logging 600 500 400 300 400
Construction 11,200 12,300 11,100 11,600 12,300
Manufacturing 10,900 11,100 10,900 10,900 11,200
Wholesale Trade 4,400 4,400 4,100 4,000 4,100
Retail Trade 18,700 17,800 16,700 17,500 17,600
Trans., Warehousing, Utilities 4,800 4,800 4,900 5,200 5,400 Information 1,100 1,200 800 800 900
Financial and Insurance 3,600 3,400 3,400 3,200 3,000
Professional and Business Services 10,100 10,200 9,700 10,400 10,900 Educational and Health Services 28,400 29,000 27,900 27,600 28,600 Leisure and Hospitality 15,600 16,100 12,300 13,600 15,700 Other Services 4,500 4,700 4,000 4,200 4,500
Federal Government 3,500 3,600 3,600 3,600 3,400
State Government 5,300 5,400 5,400 5,200 5,200
Local Government 16,000 15,800 14,400 14,100 14,900
Total All Industries (2) 142,000 143,400 132,800 135,400 141,400

(1) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) May not add due to rounding.

Source: State of California Employment Development Department.

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Major Employers

The following table lists the major manufacturing and non-manufacturing employers in the County.

COUNTY OF SOLANO

MAJOR EMPLOYERS, LISTED ALPHABETICALLY
September 2023

Employer Name Location Industry
California Medical Facility Vacaville Hospitals
Collins Aerospace Fairfield Aircraft Components-Manufacturers Crash Champions Collision Vallejo Automobile Body-Repairing & Painting Duravent Inc Vacaville Ventilating Equipment (whls)
Flatiron Construction Corp Benicia General Contractors
Guittard Chocolate Co Fairfield Chocolate & Cocoa-Manufacturers Jelly Belly Candy Co Fairfield Candy & Confectionery-Manufacturers Kaiser Permanente Vacaville MD Vacaville Hospitals
Kaiser Permanente Vallejo Med Vallejo Hospitals
Northbay Healthcare Green Vly Fairfield Health Services Northbay Medical Ctr Fairfield Hospitals
Northbay Vacavalley Hospital Vacaville Hospitals
Quick Lane Fairfield Tire-Dealers-Retail
Six Flags Discovery Kingdom Vallejo Amusement & Theme Parks Solano County Fairfield County Government-Executive Offices Solano County Sheriff Fairfield Government Offices-County Solano County Special Edu Fairfield Schools
Sutter Solano Medical Ctr Vallejo Hospitals
Touro University California Vallejo University-College Dept/Facility/Office USDA Forest Svc Vallejo Government Offices-Federal
Vacaville City Hall Vacaville City Hall
Valero Benicia Refinery Benicia Oil Refiners (mfrs)
Vallejo City Manager's Office Vallejo City Government-Executive Offices Walmart Supercenter Suisun City Department Stores

Source: State of California Employment Development Department; America’s Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition.

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Effective Buying Income

“Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other than labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local, nontax payments, fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”

The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2018 through 2022.

CITY OF FAIRFIELD AND COUNTY OF SOLANO

EFFECTIVE BUYING INCOME
2018 THROUGH 2022

Year

Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective
Buying Income

2018 City of Fairfield

$2,968,591 $63,262
Solano County 11,739,608 61,626
California 1,113,648,181 59,646
United States 8,640,770,229 50,735

2019 City of Fairfield $3,459,326 $69,626 Solano County 13,210,567 67,406
California 1,183,264,399 62,637
United States 9,017,967,563 52,841

2020 City of Fairfield $3,629,583 $72,398
Solano County 13,974,039 69,762
California 1,243,564,816 65,870
United States 9,487,165,436 55,303

2021 City of Fairfield $3,956,297 $78,067
Solano County 14,937,066 74,976
California 1,290,894,604 67,956
United States 9,809,944,764 56,790

2022 City of Fairfield $4,177,793 $83,809 Solano County 16,095,586 81,515
California 1,452,426,153 77,058
United States 11,208,582,541 64,448

Source: Claritas, LLC.

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Commercial Activity

During calendar year 2022, total taxable transactions in the City were reported to be $2,576,538,000, an 11.02% increase over the total taxable transactions of $2,320,891,000 that were reported in the City during calendar year 2021. A summary of historic taxable sales within the City during the past five years is shown in the following table. Annual figures are not yet available for 2023.

CITY OF FAIRFIELD

TAXABLE TRANSACTIONS
(FIGURES IN THOUSANDS)

Retail Stores Total All Outlets

Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2018 1,594 $1,360,463 2,528 $1,992,380
2019 1,631 1,326,861 2,610 2,059,600
2020 1,786 1,275,233 2,876 1,920,581
2021 1,680 1,569,006 2,711 2,320,891
2022 1,724 1,657,114 2,792 2,576,538

Source: State Department of Tax and Fee Administration.

During calendar year 2022, total taxable transactions in the County were reported to be $10,378,190,000, a 6.62% increase over the total taxable transactions of $9,733,516,000 that were reported in the County during calendar year 2021. A summary of historic taxable sales within the County during the past five years is shown in the following table. Annual figures are not yet available for 2023.

COUNTY OF SOLANO

TAXABLE TRANSACTIONS
(FIGURES IN THOUSANDS)

Retail Stores Total All Outlets

Number
of Permits
Taxable
Transactions
Number of
Permits
Taxable
Transactions
2018 6,412 $5,223,911 10,255 $7,881,172
2019 6,490 5,269,581 10,539 8,247,072
2020 6,996 5,468,922 11,553 8,195,298
2021 6,598 6,414,957 11,000 9,733,516
2022 6,709 6,656,251 11,253 10,378,190

Source: State Department of Tax and Fee Administration.

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Construction Activity

The following tables show a five-year summary of the valuation of building permits issued in the City and County. Annual figures are not yet available for 2023.

CITY OF FAIRFIELD
Building Permit Valuation
(Valuation in Thousands of Dollars)

2018 2019 2020 2021 2022
Permit Valuation
New Single-family $88,152.2 $111,515.6 $125,040.2 $99,108.8 $82,323.7 New Multi-family 0.0 35,889.3 67,956.5 6,733.8 200.0
Res. Alterations/Additions 22,099.9 14,254.4 7,671.8 15,695.0 14,049.4 Total Residential 110,252.1 161,659.3 200,668.5 121,537.6 96,573.1

New Commercial 5,380.0 18,027.1 15,751.2 16,228.9 15,043.9 New Industrial 22,422.0 5,854.5 27,440.0 28,476.7 37,247.7 New Other 1,446.0 2,394.6 610.6 726.5 1,693.8
Com. Alterations/Additions 13,868.8 31,272.5 12,894.4 10,700.2 25,767.3 Total Nonresidential 43,116.8 57,548.7 56,696.2 56,132.3 79,752.7

New Dwelling Units
Single Family 314 450 411 311 272
Multiple Family 0 56 471 7 15
TOTAL 314 506 882 318 287

Source: Construction Industry Research Board, Building Permit Summary.

SOLANO COUNTY
Building Permit Valuation
(Valuation in Thousands of Dollars)

2018 2019 2020 2021 2022
Permit Valuation
New Single-family $232,672.8 $295,149.8 $268,545.4 $278,390.1 $236,769.7 New Multi-family 13,980.0 35,889.3 98,968.6 79,671.6 132,532.4 Res. Alterations/Additions 63,699.2 69,033.4 36,717.8 43,676.2 44,527.5 Total Residential 310,352.0 400,072.5 404,231.8 401,737.9 413,829.6

New Commercial 32,432.1 99,650.4 52,595.3 56,714.4 55,844.8 New Industrial 32,148.5 7,350.2 29,922.0 35,643.2 38,282.4 New Other 18,416.3 20,518.4 18,403.6 26,915.0 37,414.5
Com. Alterations/Additions 59,836.0 79,382.4 71,558.4 32,691.6 58,833.6 Total Nonresidential 142,832.9 206,901.4 172,479.3 151,964.2 190,375.3

New Dwelling Units
Single Family 962 1,147 981 909 872
Multiple Family 140 56 716 347 603
TOTAL 1,102 1,203 1,697 1,256 1,475

Source: Construction Industry Research Board, Building Permit Summary.

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APPENDIX H

FISCAL CONSULTANT’S REPORT

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APPENDIX I

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

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Agenda Item No: 6.

AGENDA REPORT
DATE:November 7, 2023
TO:Mayor and City Council
FROM:David Gassaway, City Manager
SUBJECT:Approval of Meeting Minutes from September 2023 RECOMMENDED ACTION
Approve the meeting minutes.

STATEMENT OF ISSUE
Minutes need approval by the City Council.

DISCUSSION
The City Council Closed Session Minutes, Housing Authority Minutes, and City Council Minutes for September 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
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Agenda Item No: 6.AGENDA REPORTDATE:November 7, 2023 TO:Mayor and City CouncilFROM:David Gassaway, City ManagerSUBJECT:Approval of Meeting Minutes from September 2023RECOMMENDED ACTIONApprove the meeting minutes.STATEMENT OF ISSUEMinutes need approval by the City Council.DISCUSSIONThe City Council Closed Session Minutes, Housing Authority Minutes, and City Council Minutes forSeptember 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
Closed Session Minutes 952023
Housing Authority Minutes 952023
City Council Minutes 952023
Study Session Minutes 9122023
Closed Session Minutes 9192023
Housing Authority Minutes 9192023
City Council Minutes 9192023
REVIEWERS:

Reviewer Action Date
Beavers, Esther Approved 10/16/2023 8:47 AM
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Fairfield City CouncilNovember 7, 2023

Fairfield City Council
November 7, 2023