Appendix E - Preliminary Official Statement, Including Continuing Disclosure Certificate.pdf

PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025

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.

NEW ISSUE – BOOK-ENTRY ONLY [INSURED RATING: S&P: “__”
UNDERLYING RATING: S&P: “__”
See “RATINGS.”]
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2025A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, such interest on the 202 5A Bonds may be taken into account for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, such interest is exempt from California personal in come taxes. See “LEGAL MATTERS – Tax Exemption.”

$3,000,000*

IMPROVEMENT AREA B OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)
SPECIAL TAX BONDS, SERIES 2025A
Dated: Date of Delivery Due: September 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “2025A Bonds”) are being issued by the City of Fairfield (the “City”) for and on behalf of the “City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield)” (the “District”) with respect to its “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield)” (“Improvement Area B”). The 2025A Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982 , as amended (the “Act”), the Resolution of Issuance (as defined herein), and a Fiscal Agent Agreement dated as of August 1, 2019, (the “Master Fiscal Agent Agreement”), by and between the City, for and on behalf of the District, and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”) , as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (as supplemented, the “Fiscal Agent Agreement”). The City Council of the City, acting as legislative body of the District, has authorized the issuance of the 2025A Bonds in an aggregate principal amount not to exceed $5,000,000. See “THE 2025A BONDS – Authority for Issuance.”
Security and Sources of Payment. The 2025A Bonds are payable from proceeds of Special Tax Revenues (as defined herein) levied on property within Improvement Area B according to the rate and method of apportionment of special tax approved by the City Council and the eligible landowner voters in Improvement Area B of the District. The 2025A Bonds are secured by a first pledge of all of the Special Tax Revenues and the moneys on deposit in certain funds held by the Fiscal Agent under the Fiscal Agent Agreement, on a parity with bonds that may be issued in the future, subject to the conditions set forth in the Fiscal Agent Agreement.

See “SECURITY FOR THE 2025A BONDS.”
Outstanding Parity Bonds. The 2025A Bonds represent the second series of special tax bonds issued with respect to Improvement Area B. In August 2019, the City issued the first series of special tax bonds captioned “$19,865,000 Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2019A” (the “2019A Bonds”). The 2019A Bonds, the 2025A Bonds and any future Parity Bonds (as defined herein) are referred to herein as the “Bonds.” Use of Proceeds. The 2025A Bonds are being issued to (i) finance the acquisition and construction of certain facilities and improvements to be owned and operated by the City, (ii) fund capitalized interest on the 2025A Bonds through _______, (iii) satisfy the 2019 Reserve Requirement (as defined herein) from the proceeds of the 2025A Bonds and/or a through the purchase a debt service reserve policy, (iv) if elected by the District, pay the premium for a municipal bond insurance policy, and (v) pay the costs of issuing the 2025A Bonds. See “FINANCING PLAN.”
Bond Terms. Interest on the 2025A Bonds is payable on September 1, 2025, and semiannually thereafter on each March 1 and September 1. The 2025A Bonds will be issued in integral multiples of $5,000. The 2025A Bonds, when delivered, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Com pany (“DTC”), New York, New York. DTC will act as securities depository for the 2025A Bonds. See “THE 2025A BONDS – General Bond Terms” and “APPENDIX D – DTC and the Book-Entry Only System.”
Redemption. The 2025A Bonds are subject to optional redemption, mandatory sinking fund redemption and special redemption from prepaid Special Taxes. See “THE 2025A BONDS – Redemption.” The 2025A Bonds, the interest thereon, and any premiums payable on the redemption of any of the 2025A Bonds, are not an indebtedness of the City (except to the limited extent described in this Official Statement) , the State of California (the “State”) or any of its political subdivisions, and neither the City (except to the limited extent described in this Official Statement), the State nor any of its political subdivisions is liable on the 2025A Bonds. Neither the faith and credit nor the taxing power of the City (except to the limited extent described in th is Official Statement) or the State or any political subdivision thereof is pledged to the payment of the 2025A Bonds or interest thereon. Other than the Special Tax Revenues, no taxes are pledged to the payment of the 2025A Bonds. The 2025A Bonds are not a general obligation of the City, but are limited obligations of the City payable solely from the Special Tax Revenues as more fully described in this Official Statement.

MATURITY SCHEDULE
(see inside cover)
This cover page contains certain information f or quick reference only. It is not a summary of the issue. Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Investment in the 2025A Bonds involves risks which m ay not be appropriate for some investors. See “BOND

* Preliminary; subject to change.

OWNERS' RISKS” for a discussion of special risk factors that should be considered in evaluating the investment quality of the 2025A Bonds.

The 2025A Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, and subject to certain other conditions. Jones Hall, A Professional Law Corporation, is also serving as disclosure counsel to the City. Certain matters will be passed upon for the City by Richards, Watson and Gershon, San Francisco, California , acting as the City Attorney . Stradling Yocca Carlson & Rauth, LLP, Newport Beach, California, is serving as counsel to the Underwriter. It is anticipated that the 2025A Bonds, in book-entry form, will be available for delivery through the facilities of DTC on or about April __, 2025. [Stifel Logo]
The date of this Official Statement is: __________, 2025.

MATURITY SCHEDULE

$_____________*

IMPROVEMENT AREA B OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)
SPECIAL TAX BONDS, SERIES 2025A

Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price
CUSIP†
(Base ______)

$______ ___% Term 2025A Bond due September 1, 20__, Yield: ____%, Price: ____ CUSIP† No. _____

† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.

Copyright 2025 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 convenience of reference only. Neither the City nor the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers. * Preliminary; subject to change.

CITY OF FAIRFIELD

CITY COUNCIL
Catherine Moy, Mayor
Pam Bertani, Vice Mayor Councilmember
K. Patrice Williams, Councilmember
Manveer Sandhu, Councilmember
Doug Carr, Councilmember
Doriss Panduro, Councilmember
Scott Tonnesen, Councilmember

CITY EXECUTIVE STAFF
David Gassaway, City Manager
Savita Chaudhary, Assistant City Manager
John Furtado, Director of Finance
Sanjay Mishra, Director of Public Works
David Zellers, Director of Community and Economic Development

CITY TREASURER
Arvinda Krishnan

CITY CLERK
Karen L. Rees

CITY ATTORNEY
Richards, Watson & Gershon
San Francisco, California

___________________________________

PROFESSIONAL SERVICES

BOND AND DISCLOSURE COUNSEL
Jones Hall, A Professional Law Corporation
San Francisco, California

MUNICIPAL ADVISOR
PFM Financial Advisors LLC
San Francisco, California

SPECIAL TAX CONSULTANT
Goodwin Consulting Group, Inc.

Sacramento, California

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

San Francisco, California

[REGIONAL LOCATION MAP]

AERIAL PHOTOS

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 2025A 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 t o 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 2025A Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City, the District, any other parties described in this Official Statement, or in the condition of property within Improvement Area B of the District since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the 2025A Bonds referred to herein 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 2025A Bonds.

Preparation of this Official Stat ement. 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 Fiscal Agent Agreement 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 prices of the 2025A Bonds at levels above those that 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 2025A Bonds to certain securities dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside 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 2025A 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 Offic ial 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 f orward-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 City 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.

The City maintains an Internet website, but the information on the website is not incorporated in this Official Statement.

TABLE OF CONTENTS

Page Page
INTRODUCTION ............................................... 1 FINANCING PLAN ............................................. 5 Facilities Financing Plan ................................ 5 Development Agreement ............................... 5 Estimated Sources and Uses of Funds ......... 6
THE 2025A BONDS .......................................... 7 Authority for Issuance .................................... 7 General Bond Terms ..................................... 7 Redemption.................................................... 8 Issuance of Future Parity Bonds ................. 10
Registration, Transfer and Exchange .......... 12

DEBT SERVICE SCHEDULE AND
PROJECTED COVERAGE .......................... 14
SECURITY FOR THE 2025A BONDS ............ 15
General ........................................................ 15 Limited Obligation ........................................ 15 Special Taxes .............................................. 16 Rate and Method ......................................... 17 Covenant to Foreclose ................................. 21 Special Tax Fund ......................................... 23 Bond Fund ................................................... 25 2019 Reserve Fund ..................................... 26 Investment of Moneys in Funds ................... 28

THE DISTRICT AND IMPROVEMENT AREA
B ................................................................... 28 Formation and Background ......................... 28
Description and Location ............................. 28 Development of Property Within
Improvement Area B ................................ 29
Status of Bond Financed Public
Infrastructure............................................ 31 Entitlements ................................................. 31 Environmental Matters ................................. 31 Special Tax Revenues and Projected Debt
Service Coverage .................................... 32 Assessed Values ......................................... 32 Value-to-Debt Ratios ................................... 33 Direct and Overlapping Governmental
Obligations ............................................... 35 Illustrative Tax Bill ........................................ 37 Special Tax Collection and Delinquencies
Rates ....................................................... 38 Potential Consequences of Special Tax
Delinquencies .......................................... 39 BOND OWNERS' RISKS ................................. 40 Risks of Real Estate Secured Investments
Generally.................................................. 40 Limited Obligation of the City to Pay Debt
Service ..................................................... 40 Levy and Collection of the Special Tax ........ 40
Property Tax Delinquencies ......................... 42 Risks Related to Homeowners with High
Loan to Value Ratios ............................... 42 Payment of Special Tax is not a Personal
Obligation of the Property Owners .......... 43
Assessed Values ......................................... 43 Property Values ........................................... 43 Value to Lien Ratios ..................................... 45 Other Possible Claims Upon the Value of
Taxable Property ..................................... 46 Exempt Properties ....................................... 46 FDIC/Federal Government Interests in
Properties................................................. 47 Depletion of 2019 Reserve Fund ................. 48
[Risks Associated with the Reserve Policy
Provider .................................................... 49 [Risks Associated with Bond Insurance ....... 49
Bankruptcy Delays ....................................... 49 Cyber Security ............................................. 50 Disclosure to Future Purchasers ................. 50
Public Health Emergencies .......................... 50 No Acceleration Provisions .......................... 50 Loss of Tax Exemption ................................ 51 IRS Audit of Tax-Exempt Bond Issues ........ 51
Impact of Legislative Proposals,
Clarifications of the Code and Court
Decisions on Tax Exemption ................... 51
Voter Initiatives ............................................ 51 Secondary Market for Bonds ....................... 52
LEGAL MATTERS ........................................... 53 Legal Opinions ............................................. 53 Tax Exemption ............................................. 53 No Litigation ................................................. 55 CONTINUING DISCLOSURE .......................... 55
[RATINGS] ....................................................... 56 UNDERWRITING ............................................. 56 PROFESSIONAL FEES .................................. 56

APPENDIX A – General Information About the City of Fairfield and Solano County APPENDIX B – Rate and Method of Apportionment for Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) APPENDIX C – Summary of Certain Provisions of the Fiscal Agent Agreement APPENDIX D – DTC and the Book-Entry Only System
APPENDIX E – Form of Continuing Disclosure Certificate APPENDIX F – Form of Opinion of Bond Counsel
APPENDIX G – Community Facilities District Boundary Map

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__________________________________

OFFICIAL STATEMENT
__________________________________

$_____________*

IMPROVEMENT AREA B OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)
SPECIAL TAX BONDS, SERIES 2025A

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, the inside cover and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2025A Bonds to potential investors is made only by means of the entire Official Statement.

Capitalized terms used but not defined in this Official Statement have the definitions given in the Fiscal Agent Agreement (as defined below).

This Official Statement, including the cover page, inside cover and attached appendices, is provided to furnish information regarding the bonds captioned above (the “ 2025A Bonds”) to be issued by the City of Fairfield (the “City”) for and on behalf of the “City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield)” (the “District”) with respect to its “Improvement Area B of the City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield)” (“Improvement Area B”).

The City. The City, which comprises approximately 37 square miles, is located in the County of Solano (the “County”) approximately 44 miles northeast of San Francisco and 42 miles west of Sacramento. For economic and demographic information regarding the City and County, see “APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF FAIRFIE LD AND SOLANO COUNTY.”

The District. The District and Improvement Area B were formed and established by the City Council of the City (the “City Council”), as legislative body of the District, under the Mello- Roos Community Facilities Act of 1982, as amended (the “Act”), pursuant to a resolution adopted by the City Council following a public hearing, and a landowner election at which the qualified electors of Improvement Area B authorized the City to incur bonded indebtedness for the District with respect to Improvement Area B, and approved the levy of special taxes.

The District is located on approximately 367 acres in the northeastern area of the City, to the south of Cement Hill and the Putah South Canal, north of Air Base Parkway, east of the Clay Bank Road, and west of the Gold Ridge residential development.

* Preliminary; subject to change.

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The property within the District is part of a larger development project that overlaps the District known as the “Villages at Fairfield” (the “Villages at Fairfield”). The Villages at Fairfield contains approximately 431 gross acres, divided into five separate developments (Villages I, II, III, IV and Laurel Creek Plaza commercial center), and is currently approved and planned for 1,830 residential units and 22.2 acres of commercial, retail an d mixed uses. Rancho Tolenas Corporation, a California Corporation (t he “Master Developer ”), has acted as the master developer for the Villages at Fairfield and has sold and intends to sell remaining portions of the Villages at Fairfield to merchant build ers. The 105 single-family homes in Improvement Area A, corresponding to Village IV, were sold over a two-year period with final completion in June 2019. ___ of the planned 374 single-family homes in Improvement Area C, corresponding to Village II, have been conveyed to individual homeowners as of ___, 2025. Development of Improvement Area D, corresponding to Village III, has not yet commenced, although the Master Developer anticipates receiving entitlements and environmental approvals over approximately the next two years., See “THE DISTRICT AND IMPROVEMENT AREA B – Formation and Background” and “FINANCING PLAN – Development Agreement.”

The District was originally formed to include four improvement areas:

 Improvement Area A of the City of Fairfield Com munity Facilities District No. 2016 -1 (Villages at Fairfield) (“ Improvement Area A ”). The 105 single -family homes in Improvement Area A, corresponding to Village IV, were sold over a two-year period with final completion in June 2019.

 Improvement Area B, as further described herein.

 Improvement Area C of the City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield) (“Improvement Area C”). Of the planned 374 single-family homes in Improvement Area C, corresponding to Village II , __ completed homes had been conveyed to individual homeowners as of ____, 2025.

 Improvement Area D of the City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield)” (“Improvement Area D”). Development of Improvement Area D, corresponding to Village III, has not yet commenced, although the Master Developer anticipates receiving entitlements and environmental approvals over approximately the next two years.

The 2025A Bonds are secured only by the Special Taxes levied within Improvement Area B. No other special taxes of the District, including special taxes levied in Improvement Area A, Improvement Area C and Improvement Area D, will be available to pay debt service on the 2025A Bonds.

See “THE DISTRICT AND IMPROVEMENT AREA B – Formation and Background”

Improvement Area B. Improvement Area B , corresponding to Village I, encompasses approximately 91.5 acres and is located approximately 3 miles east of Interstate 80, at the southeast quadrant of Manuel Campos Parkway and Clay Bank Road, within the City.

The land within Improvement Area B has been developed by the following four builders, each of which acquired their property from the Master Developer (collectively, the “ Merchant Builders”):

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 Villages at Fairfield, LLC, a California limited liability company, doing business as “Discovery Builders” (“ Discovery Homes ”), which has developed its property in Improvement Area B as a development known as “Avery at The Villages” (“Unit 1”);

 D.R. Horton BAY, Inc., a Delaware corporation (referred to in this Official Statement as “D.R. Horton ”), which has developed its property in Improvement Area B as a development known as “Iris at The Villages” (“Unit 2”);

 Richmond American Homes of Maryland, Inc., a Maryland corporation (“ Richmond American”), which has developed its property in Improvement Area B as a development known as “Larkspur at The Villages” (“Unit 3”); and

 TRI Pointe Homes Holdings, Inc., a Delaware corporation (“ TRI Pointe”), which has developed its property in Improvement Area B as a development known as “Lantana at The Villages” (“Unit 4”).

As of January 22 , 2025 , of the 432 single family detached homes planned within Improvement Area B, 422 were owned by individual homeowners and 10 were owned by D.R.

Horton. As of February 28, 2025, D.R. Horton had conveyed seven further homes to individual homeowners, two homes were in escrow but not yet closed to individual homeowners, and one home was under construction.

See “THE DISTRICT AND IMPROVEMENT AREA B – Development of Property Within Improvement Area B.”

Authority for Issuance of the 2025A Bonds. The 2025A Bonds are issued under the Act, a resolution adopted by the City Council of the City on March 18, 2025 (the “ Resolution of Issuance”), and a Fiscal Agent Agreement, dated as of August 1, 2019, (the “ Master Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (as supplemented, the “ Fiscal Agent Agreement”). See “THE 2025A BONDS – Authority for Issuance.”

Bond Authorization; Parity Bonds. The City Council, as legislative body of the District, and the qualified landowner electors within Improvement Area B , authorized the issuance of bonds for Improvement Area B in an aggregate principal amount not to exceed $25,000,000. The 2025A Bonds represent the second series of special tax bonds issued under this authorization.

In Augus t 2019 the City issued the first series of special tax bonds under this authorization captioned “$19,865,000 Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2019A” (the “2019A Bonds”), which are currently outstanding in the principal amount of $19,455,000. The 2025A Bonds are payable on a parity with the 2019A Bonds and any future parity bonds (“Parity Bonds”) issued under the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS – Issuance of Future Parity Bonds.” As a result of the issuance of the 2019A Bonds and the 2025A Bonds, the remaining unissued amount of authorized bonded indebtedness of Improvement Area B is $2,135,000*.

Purpose of the 2025A Bonds. Proceeds of the 2025A Bonds will be used primarily to finance the acquisition and construction of certain facilities to be owned and operated by the City.

Proceeds of the 2025A Bonds will also be used to (i) fund capitalized interest on the 2025A Bonds through __________, (ii) to satisfy the 2019 Reserve Requirement (as defined herein)

* Preliminary; subject to change.

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through a deposit into the 2019 Reserve Fund established and held by the Fiscal Agent under the Fiscal Agent Agreement (the “ 2019 Reserve Fund ”) from the proceeds of the 2025A Bonds and/or through the purchase a debt service reserve insurance policy, (iii) if elected by the District, pay the premium for a municipal bond insurance policy, and (iv) pay the costs of issuing the 2025A Bonds. See “FINANCING PLAN.”

Redemption of 2025A Bonds before Maturity. The 2025A Bonds are subject to optional redemption, mandatory sinking fund redemption and special redemption from prepaid Special Taxes. See “THE 2025A BONDS – Redemption.”

Security and Sources of Payment for the 2025A Bonds. The City Council annually levies special taxes on the property in Improvement Area B of the District (the “Special Taxes”) in accordance with the Rate and Method of Apportionment Improvement Area B of City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield ), County of Solano, State of California (the “ Rate and Method ”) and under the Act, the Ordinance and the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement, t he 2025A Bonds are secured by and payable from a first pledge of all of net proceeds of the Special Taxes (as more particularly defined in the Fiscal Agent Agreement, the “Special Tax Revenues”), on a parity with the 2019A Bonds and any bonds that may be issued in the future, subject to the conditions set forth in the Fiscal Agent Agreement. The 2025A Bonds will be additionally secured by certain funds and accounts established and held under the Fiscal Agent Agreement. See “SECURITY FO R THE 2025A BONDS.”

Debt Service Reserve Fund. In order to further secure the payment of principal of and interest on the 2025A Bonds (and the 2019A Bonds and any other series of Related Parity Bonds, i.e., Parity Bonds, the principal of and interest on which is payable from amounts in the 2019 Reserve Fund), certain proceeds of the 2025A Bonds will be deposited into the 2019 Reserve Fund in an amount equal to the portion of the 2019 Reserve Requirement (as defined herein) related to the 2025A Bonds so that the amount on deposit therein equals the 2019 Reserve Requirement. See “ FINANCING PLAN – Estimated Sources and Uses of Funds ” and “SECURITY FOR THE 2025A BONDS – 2019 Reserve Fund.”

Covenant to Foreclose. The District has covenanted in the Fiscal Agent Agreement to cause foreclosure proceedings to be commenced and prosecuted against certain parcels with delinquent installments of the Special Taxes. For a more detailed description of the foreclosure covenant see “SECURITY FOR THE 2025A BONDS – Covenant to Foreclose.”

Assessed Valuation. The Fiscal Year 2024 -25 assessed valuation of the taxable property within Improvement Area B established by the County Assessor is $244,208,027 , reflecting ownership and deve lopment status as of the January 1, 2024 lien date. See “THE DISTRICT AND IMPROVEMENT AREA B – Assessed Values.”

No Appraisal. The City has not commissioned an appraisal of the property in Improvement Area B. Accordingly, all property value information for the Taxable Property contained in this Official Statement is based on the Fiscal Year 2024 -25 assessed values established by the County Assessor.

Risk Factors Associated with Purchasing the 2025A Bonds. Investment in the 2025A Bonds involves risks that may not be appropriate for some investors. See “BOND OWNERS' RISKS” for a discussion of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in considering the invest ment quality of the 2025A Bonds.

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FINANCING PLAN

Facilities Financing Plan

General. Under the Resolution of Formation adopted by the City Council on December 6, 2016, the District (and each improvement area therein) is authorized to finance the costs of the following facilities (collectively, the “Facilities”):

roadway, bridge, sewer, water, reclaimed water, dry utilities, storm drain, street and parkway landscaping, curb and gutter, medians, median landscaping, traffic signals, entry signage, parks, trails, police facilities, fire facilities and community center, appurtenances and appurtenant work and development impact fees with respect to Improvement Area D that are used by the City to construct infrastructure.

The City currently intends to use the net proceeds of the 2025A Bonds to reimburse the Master Developer for a portion of the cost of constructing certain of the Facilities pursuant to an Acquisition Agreement, dated as of December 6, 2016 (as amended from time to time, the “Acquisition Agreement”), between the City and the Master Developer. Pursuant to the Acquisition Agreement, the City may use proceeds of bonds and special taxes to pay the purchase price for the Facilities constructed by the Master Developer.

Status of Constructi on of Facilities . For the current status of the construction of Facilities in Improvement Area B to be financed with the net proceeds of the 2025A Bonds, see “THE DISTRICT AND IMPROVEMENT AREA B – Status of Bond Financed Public Infrastructure.”

Development Agreement

This section contains only a brief summary of the Development Agreement (defined below). Potential purchasers of the 2025A Bond s are encouraged to review the entire Development Agreement, which is available from the City.

The property within the District is subject to development pursuant to a Second Amended and Restated Development Agreement, dated as of December 17, 2015 ( as amended, the “Development Agreement”), by and among the Master Developer, Fairfield Holding Company, LLC, a Delaware limited liability company, NCCM Holding Company, LLC, a Delaware limited liability company, Laurel Creek Holding Company, LLC, a Delaware limited liability company, Upper Martin Investment Company, LLC, a Delaware limited liability company, Laur el Creek Plaza, LLC, a California limited liability company, and the City.

Under the Development Agreement, the Master Developer agree d to provide certain public benefits in consideration for receiving assurances that the City would grant permits and approvals required for the development of land within and in the vicinity of the District in accordance with the City’s General Plan over the project’s est imated 1 5-year development horizon. The Development Agreement currently expires on January 4, 2031. The Development Agreement includes a number of conditions to be satisfied by the Master Developer and, while failure to satisfy the conditions could result in termination of the Development Agreement , no conditions remain that affect building permits or certificates of occupancy for Improvement Area B.

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Estimated Sources and Uses of Funds

The estimated proceeds from the sale of the 2025A Bonds will be deposited into the following funds established under the Fiscal Agent Agreement:

SOURCES Amount
Principal Amount of 2025A Bonds $
Plus/Less: [Net] Original Issue [Discount]/[Premium]
Less: Underwriter’s Discount
Total Sources $

USES
Deposit into 2025 Improvement Account of Improvement Fund (1) $ Deposit into 2019 Reserve Fund (2)
Deposit into 2025 Costs of Issuance Fund (3)
Total Uses $

(1) See “– Facilities Financing Plan” above for a description of the Facilities that the City currently intends to finance with the proceeds of the 2025A Bonds.
(2) Equal to the portion of the 2019 Reserve Requirement that relates to the 2025A Bonds as of the Closing Date. (3) Includes, among other things, the fees and expenses of Bond Counsel and Disclosure Counsel, printing the Preliminary and final Official Statements, the Fisc al Agent, the Municipal Advisor, [the rating agency] , the Special Tax Consultant, [and premiums for any municipal bond insurance policy and debt service reserve surety, if obtained].

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THE 2025A BONDS

This section generally describes the terms of the 2025A Bonds contained in the Fiscal Agent Agreement, which is summarized in more detail in APPENDIX C. Capitalized terms used but not defined in this section are defined in APPENDIX C.

Authority for Issuance

The 2025A Bonds are issued under the Act, the Resolution of Issuance and the Fiscal Agent Agreement . Under the Resolution of Issuance, the 2025A Bonds may be issued in a maximum principal amount of $5,000,000.

General Bond Terms

Dated Date, Maturity and Authorized Denominations. The 2025A Bonds will be dated their date of delivery (the “Dated Date”), which is the Closing Date, and will mature in the amounts and on the dates set forth on the inside cover page of this Official Statement. The 2025A Bonds will be issued in fully registered form in integral multiples of $5,000.

Calculation of Interest. Interest will be calculated on the basis of a 360 -day year composed of twelve 30-day months. The 2025A Bonds will bear interest at the annual rates set forth on the inside cover page of this Official Statement, payable semiannually on each March 1 and September 1, commencing September 1, 2025 (each, an “Interest Payment Date”).

Each 2025A Bond will bear interest from the Interest Payment Date n ext preceding its date of authentication unless

(i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or

(ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date (as defined below) preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or

(iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date;

provided, however, that if at the time of authentication of a 2025A Bond, interest is in default thereon, such 2025A Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

“Record Date” means the 15th day of the calendar month next preceding the applicable Interest Payment Date, whether or not such day is a Business Day.

DTC and Book-Entry Only System. DTC will act as securities depository for the 2025A Bonds. The 2025A Bonds will be issued as fully -registered securities registered initially in the name of Cede & Co. (DTC’s partnership nominee). See APPENDIX D – “DTC AND THE BOOK- ENTRY ONLY SYSTEM.”

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Payments of Interest and Principal. For so long as DTC is used as depository for the 2025A Bonds, principal of, premium, if any, and interest payments on the 2025A Bonds will be made solely to DTC or its nominee, Cede & Co., as registered owner of the 2025A Bonds, for distribution to the beneficial owners of the 2025A Bond s in accordance with the procedures adopted by DTC.

Interest on the 2025A Bonds (including the final interest payment upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check of the Fiscal Agent mailed by first-class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of 2025A Bonds delivered to the Fiscal Agent prior to the applicable Record Date, which will continue in effect until revoked in writing, or until such 2025A Bond s are transferred to a new Owner.

The principal of the 2025A Bonds and any premium on the 2025A Bonds are payable in lawful money of the United States of America upon surrender of the 2025A Bonds at the Principal Office of the Fiscal Agent.

Redemption*

Optional Redemption from any Source other than Prepay ments The 2025A Bonds maturing on or before September 1, 20__ are not subject to optional redemption prior to their stated maturity. The 2025A Bond s maturing on or after September 1, 20 __, are subject to redemption, as a whole or in part at the election of the City among maturities on such basis as designated by the City and by lot within a maturity, at the option of the City, on September 1, 20__, and on any date thereafter, at a redemption price equal to 100% of the principal amount of 2025A Bond s to be r edeemed, together with accrued interest thereon to the date fixed for redemption, without premium:

Mandatory Sinking Fund Redemption . The 2025A Bonds maturing on September 1, 20__ and September 1, 20 __ (collectively, the “ Term Bond s”), are subject to mandatory redemption in part by lot, from sinking fund payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed , plus accrued interest to the redemption date, without premium, in t he aggregate respective principal amounts all as set forth in the following tables:

Sinking Fund
Redemption Date
(September 1)

Sinking Payments

(Maturity)

* Preliminary; subject to change.

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Sinking Fund
Redemption Date
(September 1)

Sinking Payments

(Maturity)

However, if some but not all of the Term Bonds of a given maturity have been redeemed through optional redemption or mandatory prepayment redemption, the total amount of all future Sinking Fund Payments relating to such maturity will be reduced by the aggregate principal amount of Term Bonds of such maturity so redeemed, to be allocated among such Sinking Fund Payments on a pro rata basis in integral multiples of $5,000 as determined by the City, notice of which will be given by the City to the Fiscal Agent.

Redemption from Special Tax Prepayments . Special Tax Prepayments and any corresponding transfers from the 2019 Reserve Fund under the Fiscal Agent Agreement will be used to redeem 2025A Bonds on the next Interest Payment Date for which notice of redemption can timely be given under the Fiscal Agent Agreement, among series and maturities as provided in the Fiscal Agent Agreement, at a redemption price (expressed as a percentage of the principal amount of the 2025A Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

Redemption Dates Redemption Price
Any Interest Payment Date on or before March 1, 20__ %
September 1, 20__, and March 1, 20__
September 1, 20__, and March 1, 20__
September 1, 20__, and any Interest Payment Date thereafter

Purchase in Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2025A Bonds upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2025A Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2025A Bonds were to be redeemed in accordance with the Fiscal Agent Agreement. Any 2025A Bonds purchased pursuant to the Fiscal Agent Agreement shall be treated as Outstanding 2025A Bonds under the Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director.

Notice of Redemption. The Fiscal Agent will cause notice of any redemption to be mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories, and to the respective registered Owners of any 2025A Bonds designated for redemption, at their addresses appearing on the 2025A Bond registration books in the Principal Office of the Fiscal Agent; but such mailing will not be a condition precedent to such redemption and failure to mail or to receive any such notic e, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2025A Bonds. In addition, the Fiscal Agent will file each notice of redemption with the MSRB through its EMMA system. The sole remedy for failure to file such notices through EMMA shall be an action

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by the holders of the Bonds in mandamus for specific performance or a similar remedy to compel performance.

However, while the 2025A Bonds are subject to DTC’s book -entry system, the Fiscal Agent will be requir ed to give notice of redemption only to DTC as provided in the letter of representations executed by the City and received and accepted by DTC. DTC and the Participants will have sole responsibility for providing any such notice of redemption to the Beneficial Owners of the 2025A Bond s to be redeemed. Any failure of DTC to notify any Participant, or any failure of Participants to notify the Beneficial Owner of any 2025A Bonds to be redeemed, of a notice of redemption or its content or effect will not affect the validity of the notice of redemption, or alter the effect of redemption set forth in the Fiscal Agent Agreement.

Rescission of Redemption. Notices of optional redemption may be conditional. The City has the right to rescind any notice of the optional redemption of 2025A Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2025A Bonds then called for redemption, and such cancellation will not constitute a default under the Fiscal Agent Agreement.

The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent will mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under the Fiscal Agent Agreement.

Partial Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all the Bonds of any maturity or any given portion thereof, unless otherwise directed by the City, the Fiscal Agent will select the Bonds to be redeemed from all Bonds or such given portion thereof not previously called for redemption as directed by the City or, in the absence of direction by the City, on a pro rata basis, among series and maturities, and, so as to maintain substantially the same Debt Service profile for the Bonds as in effect prior to such redemption, and by lot within a maturity, in any manner which the Fiscal Agent in its sole discretion deems appropriate.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2025A Bonds called for redemption have been deposited in the Bond Fund, those 2025A Bonds will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in the notice of redemption.

Issuance of Future Parity Bonds

Parity Bonds. In addition to the 2019A Bonds and the 2025A Bonds, the City may issue one or more additional series of bonds or other indebtedness (collectively, “ Parity Bonds ”) payable from the Special Tax Revenues on a parity with the 2019A Bonds and the 2025A Bonds, in such principal amount as may be determined by t he City, under a Supplemental Agreement entered into by the City and the Fiscal Agent. Any such Parity Bonds will constitute Bonds under the Fiscal Agent Agreement and will be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the 2019A Bonds and 2025A Bonds under the Fiscal Agent Agreement on a parity with all other Bonds Outstanding thereunder, except as provided therein or in a Supplemental Agreement.

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The City may issue such Parity Bonds if the City complies with the conditions precedent set forth in the Fiscal Agent Agreement, including without limitation the following:

Separate Funds; Debt Service Reserve Fund. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts.

The Supplemental Agreement providing for issuance of the Parity Bonds shall provide for one of the following: (i) a deposit to the 2019 Reserve Fund in an amount necessary such that the amount deposited therein shall equal the 2019 Reserve Requirement following issuance of the Parity Bonds, (ii) a deposit to a reserve account for the Parity Bonds (and such other series of Parity Bonds identified by the City) in an amount defined in such Supplemental Agreement, as long as such Supplemental Agreement expressly declares that the Owners of such Parity Bonds will have no interest in or claim to the 2019 Reserve Fund and that the Owners of the Bonds covered by the 2019 Reserve Fund will have no interest in or claim to such other reserve account or (iii) no deposit to either the 2019 Reserve Fund or another reserve account as long as such Supplemental Agreement expressly declares that the Owners of such Parity Bonds will have no interest in or claim to the 2019 Reserve Fund or any other reserve account.

Improvement Area B Value. The Improvement Area B Value shall be at least four times the sum of:

(i) the aggregate principal amount of all Bonds then Outstanding, plus

(ii) the aggregate principal amount of the series of Parity Bonds proposed to be issued, plus

(iii) the aggregate principal amount of any fixed assessment liens on the parcels in Improvement Area B subject to the levy of Special Taxes, plus

(iv) a portion of the aggregate principal amount of any and all other community facilities district bonds then outstanding and payable at least partially from special taxes to be levied on parcels of land within Improvement Area B (the “Other District Bonds”) equal to the aggregate principal amount of the Other District Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other District Bonds on parcels of land within Improvement Area B, and the denominator of which is the total amount of special taxes levied for the Other District Bonds on all parcels of land against which the special taxes are levied to pay the Other District Bonds (such fraction to be determined based upon the maximum special taxes which could be levied in the year in which maximum annual debt service on the Other District Bonds occurs), based upon information from the most recent available Fiscal Year.

Coverage. The amount of the maximum Special Taxes that may be levied in each Fiscal Year under the Ordinance, the Agreement and any Supplemental Agreement shall be at least (i) 110% of the total Annual Debt Service of the then Outstanding Bonds and the proposed Parity Bonds and (ii) 100% of the total Annual Debt Service of the then Outstandi ng Bonds and the proposed Parity Bonds and the amount of the levy for Administrative Expenses in the current fiscal year. In addition, the aggregate Special Tax Prepayments that could occur after the issuance of the Parity Bonds shall be not less than the principal amount of the Outstanding Bonds and the proposed Parity Bonds.

Limitation on Principal Amount of Parity Bonds . The issuance of Parity Bonds is subject to the $25,000,000 maximum bonded indebtedness limit for Improvement Area B. As a

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result of the issuance of the 2019A Bonds and the 2025A Bonds, the remaining unissued amount of authorized bonded indebtedness of Improvement Area B is $2,135,000*.

Refunding Bonds. Notwithstanding the foregoing, the City may issue Refunding Bonds as Parity Bonds without the need to satisfy the value and coverage tests described above.

Under the Fiscal Agent Agreement, the term “ Refunding Bonds” is defined as bonds issued by the City for the District with respect to Improvement Area B, the net proceeds of which are used to refund all or a portion of the then-Outstanding Bonds; provided that the principal and interest on the Refunding Bonds to their final maturity date is less than the principal and interest on the Bonds being refunded to their final maturity date, and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded.

Subordinate Bonds. Nothing in the Fiscal Agent Agreement prohibits the City from issuing any other bonds or oth erwise incurring debt secured by a pledge of the Special Tax Revenues subordinate to the pledge thereof under the Fiscal Agent Agreement.

See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT” for additional details regarding the conditions for issuing Parity Bonds.

Registration, Transfer and Exchange

The following provisions regarding the exchange and transfer of the 2025A Bonds apply only during any period in which the 2025A Bonds are not subject to DTC’s book -entry system.

While the 2025A 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 D – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

Registration. The Fiscal Agent will keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the 2025A Bonds, which will show the series number, date, amount, rate of interest and last known owner of each 2025A Bond and will at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the 2025A Bonds as provided in the Fiscal Agent Agreement.

The City and the F iscal Agent will treat the Owner of any 2025A Bond whose name appears on the Bond register as the absolute Owner of such 2025A Bond for any and all purposes, and the City and the Fiscal Agent will not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Owner as it appears in the Bond register for any and all purposes.

Registration of Exchange or Transfer . Any 2025A Bond may, in accordance with its terms, be transferred, upon the Bond register by the person in whose name it is registered, in person or by such person’s duly authorized attorney, upon surrender of such 2025A Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent.

* Preliminary; subject to change.

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2025A Bonds may be exchanged at the Principal Office of the Fiscal Agent solely for a like aggregate principal amount of 2025A Bonds of authorized denominations and of the same maturity.

The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City from amounts in the Administrative Expense Fund . The Fiscal Agent will collect from the Owner requesting such transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer or exchange. Whenever any 2025A Bond or 2025A Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2025A Bond or 2025A Bonds, for a like aggregate principal amount.

No transfers or exchanges of 2025A Bonds will be required to be made (i) 15 days prior to the date established by the Fiscal Agent for selection of 2025A Bonds for redemption or (ii) with respect to a 2025A Bond after su ch 2025A Bond has been selected for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date.

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DEBT SERVICE SCHEDULE AND PROJECTED COVERAGE

The following table presents the annual Debt Service on the 2019A Bonds and the 2025A Bonds (including sinking fund redemptions), assuming there are no optional redemptions or special redemptions from Special Tax prepayments , along with the Maximum Special Tax levy and projected debt service coverage.

Year Ending
September 1
2025A
Bonds
Principal*
2025A
Bonds
Interest*
2019A
Bonds Debt
Service
Total
Debt Service*
Maximum
Special Tax
Levy
Projected Debt
Service Coverage
2025 $ $ $1,123,400 $ $
2026 1,146,800
2027 1,172,050
2028 1,195,550
2029 1,217,300
2030 1,242,300
2031 1,265,300
2032 1,291,300
2033 1,320,050
2034 1,346,300
2035 1,370,050
2036 1,401,300
2037 1,427,250
2038 1,458,250
2039 1,486,000
2040 1,515,500
2041 1,546,500
2042 1,573,750
2043 1,607,250
2044 1,641,500
2045 1,671,250
2046 1,706,500
2047 1,741,750
2048 1,776,750
2049 1,811,250
2050 --
2051 --
2052 --
2053 --
2054 --
2055 --
Total: $ $ $36,055,200 $ $

Sources: Stifel, Nicolaus & Company, Inc.; Goodwin Consulting Group, Inc.

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SECURITY FOR THE 2025A BONDS

This section generally describes the security for the 2025A Bonds set forth in the Fiscal Agent Agreement, which is summarized in more detail in APPENDIX C. Capitalized terms used but not defined in the section are defined in APPENDIX C.

General

The 2025A Bonds and any Parity Bonds , including the 2019A Bonds (collectively, the “Bonds”), are secured by a first pledge (which will be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Special Tax Prep ayments Account), and, until disbursed as provided therein, in the Special Tax Fund.

The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the princi pal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under the Fiscal Agent Agreement.

The 2025A Bonds constitute Related Parity Bonds under the Fiscal Agent Agreement. The 2025A Bonds, the 2019A Bonds, and all Related Parity Bonds will be secured by a first pledge (which pledge will be effected in the manner and to t he extent provided in the Fiscal Agent Agreement) of all moneys deposited in the 2019 Reserve Fund. The moneys in the 2019 Reserve Fund (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the 2025A Bonds, the 2019A Bonds, and all Related Parity Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the 2025A Bonds, the 2019A Bonds, and all Related Parity Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under the Fiscal Agent Agreement.

The 2025A Bonds shall be secured by a first pledge (which will be effected in the manner and to the extent provided in the Fiscal Agent Agreement ) of all moneys deposited in the 2025 Capitalized Interest Account.

Amounts in the Improvement Fund, the Administrative Expense Fund and the 2025 Costs of Issuance Fund are not pledged t o the repayment of the Bonds. The Project is not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or insurance award received by the City with respect to the Project.

“Special Tax Revenues” are defined in the Fiscal Agent Ag reement as the proceeds of the Special Taxes received by the City, including any scheduled payments thereof and any Special Tax Prepayments, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon.

However, Special Tax Revenues do not include any interest in excess of the interest due on the Bonds, or any penalties collected in connection with any such foreclosure.

Limited Obligation

The 2025A Bonds are neither a general obligation of the City nor are they payable from the general fund of the City; and are instead limited obligations of the City payable

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from Special Tax Revenues as described herein. Except with respect to the Special Tax Revenues, neither the faith and credit nor the taxing power of the City or the State or any political subdivision thereof is pledged for the payment of the 2025A Bonds or interest thereon, and no Owner of the 2025A Bonds may compel the exercise of the taxing power by the City or the forfeiture of any of its property.

The principal of and interest on the 2025A Bond s, and premiums upon the redemption of any thereof, are not a debt of the City (except to the limited extent described in this Official Statement), the State of California or any of its political subdivisions, within the meaning of any constitutional or statutory limitation or restriction. The 2025A Bonds are not a legal or equitable pledge, charge, lien o r encumbrance, upon any property or income, receipts or revenues of the City, except the Special Tax Revenues that are, under the terms of the Fiscal Agent Agreement, pledged for the payment of the 2025A Bonds and interest thereon. Neither the members of the City Council nor any persons executing the 2025A Bonds are liable personally on the 2025A Bonds by reason of their issuance.

Special Taxes

Covenant to Levy Special Taxes. The City will fix and levy the amount of Special Taxes within Improvement Area B required for the payment of principal of and interest on any outstanding Bonds of the District with respect to Improvement Area B becoming due and payable during the ensuing calendar year, including any necessary replenishment or expenditure of the 2019 Reserve Fund and any other reserve account for Parity Bonds that are not Related Parity Bonds, and an amount estimated to be sufficient to pay the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year, taking into account the balances in the applicable funds established under the Fiscal Agent Agreement and funds in the Special Tax Fund.

The Special Taxes so levied may not exceed the authorized amounts as provided in the proceedings under the Resolution of Formation.

Manner of Collection. Except as set forth in the Ordinance, the Fiscal Agent Agreement provides that the Special Taxes will be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The City is authorized to employ consultants to assist in computing the levy of the Special Taxes under the Fiscal Agent Agreement and any reconciliation of amounts levied to amounts received. The fees and expenses of such consultants and the costs and expenses of the City (including a charge for staff time) in conducting its duties under the Fiscal Agent Agreement will be an Administrative Expense.

Because the Special Tax levy is limited to the maximum Special Tax rates set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the receipts of Special Taxes will, in fact, be collected in sufficient am ounts in any given year to pay Debt Service on the Bonds. Further, under no circumstances will the Special Tax levied against any parcel of residential property for which an occupancy permit for private residential use has been issued be increased by more than 10% as a consequence of delinquency or default by the owner of any other parcel within the District. In addition, in no event shall Special Taxes be levied after Fiscal Year 2056-57. See “BOND OWNERS’ RISKS – Property Tax Delinquencies.”

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Rate and Method

General. The Special Tax will be levied and collected according to the Rate and Method, which provides the means by which the City Council may annually levy the Special Taxes within Improvement Area B of the District, up to the maximum Special Tax rates, and to determine the amount of the Special Tax that will need to be collected each Fiscal Year from the “ Taxable Property” within the District.

The following is a summary of the provisions of the Rate and Method, which should be read in conjunct ion with the complete text of the Rate and Method, including its attachments, which is attached as “APPENDIX B – RATE AND METHOD OF APPORTIONMENT FOR

IMPROVEMENT AREA B OF THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD).” Capitalized terms used but not defined in this section have the meanings as set forth in APPENDIX B. This section provides only a summary of the Rate and Method, and is qualified by more complete and detailed information contained in the entire Rate and Method attached as APPENDIX B.

Special Tax Requirement. Annually, at the time of levying the Special Tax for the District, the Administrator will determine the Special Tax Requirement. The Rate and Method defines “Special Tax Requirement” to mean the amount required in any Fiscal Year for Improvement Area B to:

(i) pay debt service on all Outstanding Bonds,

(ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement and rebate payments on the Bonds,

(iii) pay Administrative Expenses,

(iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds,

(v) pay directly for acquisition or construction of facilities eligible to be financed by the District, to the extent that the inclusion of this amount does not result in a tax on Undeveloped Property, and

(vi) pay for reasonably anticipated delinquent Special Taxes based on the delinquency rate for Special Taxes levied in the previous Fiscal Year,

less a credit for funds available to reduce the annual Special Tax levy, as determined by the CFD Administrator pursuant to the Indenture.

Annual Determination of Property Categories for Administration of Special Tax.

Each Fiscal Year, all Taxable Property within Improvement Area B will be classified as Developed Property, Taxable Property Owner Association Property, Taxable Public Property, or Undeveloped Property, and will be subject to Special Taxes in accordance with Sections C and D of the Rate and Method, as described below. All Developed Property will be assigned to the Land Use Classes shown below.

“Developed Property” means, for each Fiscal Year, all Taxable Property, exclusive of Taxable Property Owner Association Property and Taxable Public Property, for which a building permit for new construction was issued prior to June 30 of the previous Fiscal Year.

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“Taxable Property Owner Association Property ” means all Assessor's Parcels of Property Owner Association Property that are not exempt pursuant to Section E of the Rate and Method, as described below.

“Taxable Public Property” means all Assessor's Parcels of Public Property that are not exempt pursuant to Section E of the Rate and Method, as described below.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Taxable Property Owner Association Property, or Taxable Public Property.

Maximum Special Tax. The Maximum Special Tax is defined in the Rate and Method as follows:

Developed Property. The Maximum Special Tax for each Assessor's Parcel classified as Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax and (ii) the amount derived by application of the Backup Special Tax.

(i) Assigned Special Tax. The Fiscal Year 2025-26 Assigned Special Taxes are shown in the following table.

Table 1
Improvement Area B of the
City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Fiscal Year 2025-26
Assigned Special Taxes and Projected Special Tax Levy

Land
Use
Class Description
Fiscal Year 2025-26
Assigned Special Tax
Taxable
Parcels (1)
Assigned FY
2025-26
Special Tax
Revenues
Projected FY
2025-26 Special
Tax Levy
1 Residential Property
(>= 2,700 SF)
$4,044.19 per Dwelling Unit 42 $169,856 $156,541
2 Residential Property
(2,275 SF – 2,699 SF)
$3,353.43 per Dwelling Unit 90 $301,809 $278,150
3 Residential Property
(<2,275 SF)
$3,115.61 per Dwelling Unit 300 $934,682 $861,414
4 Non-Residential Property $1.84 per sq. ft. of Non-
Residential Floor Area
0 - -
432 $1,406,347 $1,296,105

(1) Based on permit information and land use data compiled by Willdan Financial Services through June 30, 2024, and by Goodwin Consulting Group, Inc. from July 1, 2024 through February 18, 2025.

Source: City of Fairfield; Goodwin Consulting Group, Inc.

(ii) Backup Special Tax. The Fiscal Year 2025-26 Backup Special Tax is $31,048.50. The Backup Special Tax attributable to a Final Subdivision will equal $ 31,048.50 multiplied by the Acreage of all Taxable Property, exclusive of any Taxable Property Owner Association Property and Taxable Public Property, therein. If the Final S ubdivision includes only Residential Lots, the Backup Special Tax for each Residential Lot will be computed by dividing the Backup Special Tax attributable to the applicable Final Subdivision by the number of Residential Lots within that Final Subdivision. If the Final Subdivision includes only Non -Residential

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Property, the Backup Special Tax for each Assessor's Parcel of Non - Residential Property will be computed by multiplying the Backup Special Tax by the Acreage of such Assessor's Parcel.

If a Final S ubdivision includes Assessor's Parcels of Taxable Property for which building permits for both residential and non-residential construction have been issued, excluding Taxable Property Owner Association Property and Taxable Public Property, then the Backup Special Tax for each Dwelling Unit shall be calculated according to the formulas listed in Section C of the Rate and Method.

Moreover, if all or any portion of the Final Subdivision(s) described in the preceding paragraphs is subsequently changed or mod ified by recordation of a lot line adjustment or similar instrument, and only if the CFD Administrator determines that such change or modification results in a decrease in the number of Residential Lots or the square footage of Non- Residential Floor Area w ithin the Final Subdivision, then the Backup Special Tax for each Assessor's Parcel of Developed Property that is affected by the lot line adjustment or similar instrument for such Final Subdivision shall be a rate per Acre as calculated in Section C of the Rate and Method . The Backup Special Tax previously determined for an Assessor's Parcel of Developed Property that is not affected by the lot line adjustment or similar instrument for such Final Subdivision shall not be recalculated.

(iii) Increase in the Assigned Special Tax and Backup Special Tax. On each July 1, the Assigned Special Tax and the Backup Special Tax will be increased by an amount equal to 2.00% of the amount in effect for the previous Fiscal Year.

Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property. The Fiscal Year 2025-26 Maximum Special Tax for Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property in Improvement Area B is $31,048.50 per Acre.

On each July 1, the Maximum Special Tax for Undeveloped Property, Taxable Property Owner Association Property, and Taxable Public Property will be increased by an amount equal to 2.00% of the amount in effect for the previous Fiscal Year.

Multiple Land Uses . In cases wh ere an Assessor's Parcel contains both Undeveloped Property and Developed Property or where Developed Property contains more than one Land Use Class, the Acreage of the Assessor's Parcel will be allocated between Developed Property and Undeveloped Property based the portion of the Assessor's Parcel for which building permits had been issued prior to June 30 of the prior Fiscal Year and portion of the Assessor's Parcel for which building permits had not been issued prior to June 30 of the prior Fiscal Year, as reasonably determined by the CFD Administrator.

The Acreage that is considered Undeveloped Property will be taxed at the Maximum Special Tax rate set forth in Section C.2 of the Rate and Method. The Acreage that is considered Developed Property will be allocated between Residential Property and Non-Residential Property based on the site plan, condominium plan, information provided by the City or developer, or other sources. If an Assessor's Parcel of Developed Property

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includes both Residential Property and Non-Residential Property, the CFD Administrator will (i) determine the size of each Dwelling Unit on the Assessor's Parcel and apply the Assigned Special Tax to such Dwelling Units, and (ii) determine the Non-Residential Floor Area and apply the Assigned Special Tax accordingly.

The Maximum Special Tax that can be levied on such Assessor's Parcel will be the sum of the Maximum Special Tax that can be levied on each type of property located on that Assessor's Parcel, as calculated in Section C of the Rate and Method. The CFD Administrator's allocation to each type of property shall be conclusive and binding.

It should be noted that although the Rate and Method assigns a maximum special tax to both Residential Property and Non -Residential Property, the Taxable Property in Improvement Area B is designated for development as Residential Property only.

Method of Apportionment of the Special Tax. For each Fiscal Year the CFD Administrator will determine the Special Tax Requirement and levy the Special Tax as follows:

Step 1: Prior to applying Capitalized Interest that is available under the applicable Indenture, the Special Tax will be levied Proportionately on each Assessor's Parcel of Developed Property up to 100% of the applicable Assigned Special Tax;

Step 2: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax will be levied Proportionately on each Assessor's Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax for Undeveloped Property;

Step 3: If additional monies are needed to satisfy the Special Tax Requirement after the first two steps have been completed, then the levy of the Special Tax on each Assessor's Parcel of Developed Property whose Maximum Special Tax is determined through the application of the Backup Special Tax will be increased in equal percentages from the Assigned Special Tax up to the Maximum Special Tax for each such Assessor's Parcel;

Step 4: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax will be levied Proportionately on each Assessor's Parcel of Taxable Property Owner Association Property at up to the Maximum Special Tax for Taxable Property Owner Association Property;

Step 5: If additional monies are needed to satisfy the Special Tax Requirement after the first four steps have been completed, then the Special Tax will be levied Proportionately on each Assessor's Parcel of Taxable Public Property at up to the Maximum Special Tax for Taxable Public Property.

Exemptions. No Special Tax will be levied on up to 45.42 acres of Property Owner Association Property and Public Property. Tax -exempt status will be assigned by the CFD Administrator in the chronological order in which property becomes Property Owner Association Property or Public Property. However, should an Assessor's Parcel no longer be classified as Property Owner Association Property or Public Property, its tax-exempt status will be revoked.

Property Owner Association Property and Public Property that is not exempt from Special Taxes as described in the above paragraph will be Taxable Property Owner Association Property or Taxable Public Property, respectively, and taxed as set forth in the Rate and Method.

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Prepayment of Special Tax. The obligation of an Assessor's Parcel to pay the Special Tax may be prepaid and permanently satisfied provided that the terms set forth under the Rate and Method are satisfied, including the following conditions:

 There are no delinquent Special Taxes with respect to such Assessor' s Parcel at the time of prepayment.

 An owner of an Assessor’s Parcel intending to prepay the Special Tax obligation is required to provide the CFD Administrator with written notice of intent to prepay.

Within 30 days of receipt of such written notice, th e CFD Administrator will notify such owner of the prepayment amount for such Assessor’s Parcel. The CFD Administrator may charge a reasonable fee for providing this service. Prepayment must be made not less than 45 days prior to the next occurring date that notice of redemption of Bonds from the proceeds of such prepayment may be given to the Trustee pursuant to the Indenture.

The Prepayment Amount is calculated based on the Bond Redemption Amount plus Redemption Premium and other costs, all as specified in “APPENDIX B – RATE AND METHOD

OF APPORTIONMENT FOR IMPROVEMENT AREA B OF THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD) – Section I.1.”

The Special Tax on an Assessor's Parcel of Developed Property or an Assessor's Parcel of Undeveloped Property for which a building permit has been issued may be partially prepaid as specified in APPENDIX B – RATE AND METHOD OF APPORTIONMENT FOR IMPROVEMENT AREA B OF THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2016 -1 (VILLAGES AT FAIRFIELD) – Section I.2.”

Covenant to Foreclose

Sale of Property for Nonpayment of Taxes. The Fiscal Agent Agreement provides that the Special Taxes are to be payable and collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described below and in the Act, is to be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

Foreclosure Under the Act. Under Section 53356.1 of the Act, if any delinquency occurs in the payment of the Special Tax, the City may order the institution of a Superior Court action to foreclose the lien therefor within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at judicial foreclosure sale.

While judicial foreclosure is not mandatory under the Act, the City will agree in the Fiscal Agent Agreement that on or about March 30 and July 30 of each Fiscal Year, the City will:

(1) compare the amount of Special Taxes previously levied in Improvement Area B to the amount of Special Tax Revenues received by the City, and

(2) because it is the County’s practice under the Guidelines (as hereinafter defined) to apportion Special Taxes to the City as if the Special Taxes were covered by the Teeter Plan (as hereinafter defined) even though Special Taxes are not covered by the County’s Teeter Plan as further described below (see “ – Special Taxes Are Not

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Covered By Teeter Plan”) , the City will make a good faith effort at the time of each apportionment of Special Taxes to obtain information from the County as to the Special Tax delinquencies represented by such apportionment.

Thereafter, if delinquencies have occurred, the City will proceed as follows:

Individual Parcel Delinquencies. If the City determines that any single parcel subject to the Special Tax in Improvement Area B is delinquent in the payment of Special Taxes in the aggregate amount of $2,000 or more, then the Finance Director will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of s uch determination, and (if the delinquency remains uncured) foreclosure proceedings will be commenced by the City within 90 days of such determination.

Notwithstanding the foregoing, the City may defer any such actions with respect to a delinquent parcel if (1) the Special Taxes are covered by the County’s Teeter Plan, or an equivalent procedure, but only to the extent that the City cannot be required to repay the County for amounts apportioned by the County to the City that represent delinquent Special Taxes, (2) the amount in the 2019 Reserve Fund is at least equal to the 2019 Reserve Requirement, (3) the amount in the reserve account for any Parity Bonds that are not Related Parity Bonds is at least equal to the required amount and (4) the subject parcel is not delinquent with respect to more than $5,000 of Special Taxes.

Aggregate Delinquencies . If the City determines that (i) the total amount of delinquent Special Tax for the prior Fiscal Year for the entire Improvement Area B (including the total of delinquencies under the two paragraphs above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, or (ii) there are 10 or fewer owners of real property within Improvement Area B, determined by reference to the latest available secured property tax roll of the County, the City shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and sha ll commence foreclosure proceedings within 90 days of such determination against each parcel of land in Improvement Area B with a Special Tax delinquency.

Individual Owner Delinquencies. As to any owner of more than one parcel within Improvement Area B , if the City determines that the aggregate amount of delinquent Special Taxes for all preceding tax years on all parcels owned by such owner (whether such parcels are owned solely by such owner or jointly by such owner and one or more others) exceeds $5,00 0, then the City shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) shall commence foreclosure proceedings within 90 days of such determination, regardless of when such delinquencies occurred.

Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment.

The Act does not require the City to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the Outstanding Bonds

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is obtained. However, under Section 53356.5 of the Act, the City, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the City could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Taxes. If the City becomes the purchaser under a credit bid, the City must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent on the nature of the defense, if any, put forth by the debtor and the Superior Court calendar. In addition, the ability of the City to foreclose the lien of delinquent unpaid Special Taxes may be lim ited in certain instances and may require prior consent of the property owner if the property is owned by or in receivership of the Federal Deposit Insurance Corporation (the “FDIC”). See “BOND OWNERS' RISKS – Bankruptcy Delays.”

Special Taxes Are Not Covered By Teeter Plan. The County has adopted written guidelines for its Alternative Method of Tax Apportionment (“ Teeter Plan”), as set forth in the “County of Solano Guideline - Solano County Teeter Program” dated March 25, 2004 (the “Guidelines”). Under the Guidelines, (i) Special Taxes are not covered by the County’s Teeter Plan, (ii) notwithstanding that Special Taxes are not covered by the County’s Teeter Plan, for administrative convenience, the County will apportion Special Taxes to the City as if the Special Taxes were covered by the Teeter Plan and (iii) the County may demand the repayment by the City of apportionments that represent delinquent Special Taxes when the County determines that the collection of the delinquent Special Taxes is unlikely.

As a result, the City is permitted under the Fiscal Agent Agreement to use Special Taxes at any time to repay the County for amounts apportioned by the County to the City that represent delinquent Special Taxes if failure to do so will cause the County to withhold property tax revenues (other than Special Taxes) that would o therwise be apportioned to the City; provided, however, that in the event the County asks the City to repay it for the apportionment of amounts that represent delinquent Special Taxes, the City will make a good faith effort to negotiate a payment plan with the County that will not require the City to repay the County with Special Taxes if doing so will result in there being insufficient Special Tax Revenues to pay debt service on the Bonds when due. Therefore, the District’s receipt of Special Taxes will be impacted by delinquencies in payment, as well as by the collection of interest and penalties on past delinquencies in the future.

See “THE DISTRICT AND IMPROVEMENT AREA B – Potential Consequences of Special Tax Delinquencies” and “BOND OWNERS’ RISKS – Property Tax Delinquencies.”

Special Tax Fund

Deposits. Under the Fiscal Agent Agreement, the Special Tax Fund is established as a separate fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent will deposit amounts received from or on behalf of the City consisting of Special Tax Revenues and amounts transferred from the Administrative Expense Fund and the Bond Fund. The City will promptly remit any Special Tax Revenues received by it to the Fiscal Agent for deposit by the Fiscal Agen t to the Special Tax Fund.

Notwithstanding the foregoing,

(i) Special Tax Revenues in an amount not to exceed the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses shall be separately identified by the Finance Director and shall be deposited by the Fiscal Agent in the Administrative Expense Fund;

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(ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Finance Director and shall be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past due Debt Service on the Bonds; second, without preference or priority, for transfer to the 2019 Reserve Fund to the extent needed to increase the amount then on deposi t in the 2019 Reserve Fund up to the then 2019 Reserve Requirement and for transfer to the reserve account for any Parity Bonds that are not Related Parity Bonds to the extent needed to increase the amount then on deposit in such reserve account up to the amount then required to be deposited therein (and in the event the collection of delinquencies in payment of Special Taxes is not sufficient for the purposes of this clause, such amounts shall be applied to the 2019 Reserve Fund and any other reserve accounts ratably based on the then Outstanding principal amount of the Bonds) ; and third, to be held in the Special Tax Fund for use as described in “– Disbursements” below; and

(iii) any proceeds of Special Tax Prepayments shall be separately identified by the Finance Director and shall be deposited by the Fiscal Agent as follows (as directed in writing by the Finance Director): (a) that portion of any Special Tax Prepayment constituting a prepayment of construction costs (w hich otherwise could have been included in the proceeds of Parity Bonds) shall be deposited by the Fiscal Agent to the Improvement Fund and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account established pursuant to the Fiscal Agent Agreement.

Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the City and Owners of the Bonds, will be disbursed as provided below and, pending disbursement, will be subject to a lien in favor of the Owners of the Bonds.

Disbursements. On the fifth Business Day prior to each Interest Payment Date, the Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority:

(i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement Fund, the 2019 Reserve Fund and any reserve account for Parity Bonds that are not Related Parity Bonds, the Capitalized Interest Account and the Special Tax Prepayments Account to the Bond Fund such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds on such Interest Payment Date or redemption date and any past due principal or interest on the Bonds not theretofore paid from a transfer described in the Fiscal Agent Agreement, and

(ii) without preference or priority (a) to the 2019 Reserve Fund an amount, taking into account amounts t hen on deposit in the 2019 Reserve Fund, such that the amount in the 2019 Reserve Fund is equal to the 2019 Reserve Requirement, and (b) to the reserve account for any Parity Bonds that are not Related Parity Bonds, taking into account amounts then on deposit in the such reserve account, such that the amount in such reserve account is equal to the amount required to be on deposit therein (and in the event that amounts in the Special Tax Fund are not

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sufficient for the purposes of this paragraph, such amounts will be applied to the 2019 Reserve Fund and any other reserve accounts ratably based on the then Outstanding principal amount of the Bonds).

(iii) between each September 2, beginning on September 2, 2019, and the immediately succeeding December 31, the City may direct the Fiscal Agent to transfer any of the moneys remaining in the Special Fund to (A) the Remainder Taxes Account or (B) the Administrative Expense Fund.

As described above, because it is the County’s practice under the Guidelines to apportion Special Taxes to the City as if the Special Taxes were covered by the Teeter Plan even though Special Taxes are not covered by the County’s Teeter Plan , the City may use Special Taxes at any time to repay the County for amounts apportioned by the County to the City that represent delinquent Special Taxes if failure to do so will cause the County to withhold property tax revenues (other than Special Taxes) that would otherwise be apportioned to the City. See “– Special Taxes Are Not Covered By Teeter Plan.”

Bond Fund

Deposits. The Fiscal Agent will hold the moneys in the Bond Fund for the benefit of the City and the Owners of the Bonds, and will disburse those funds for the payment of the principal of, and interest and any premium on, the Bonds as described below.

Under the Fiscal Agent Agreement, within the Bond Fund there is established a separate account designated as the “Capitalized Interest Account” to be held in trust by the Fiscal Agent for the benefit of the City and the Owners of the Bonds i nto which will be deposited the amount specified in the Fiscal Agent Agreement. Amounts on deposit in the Capitalized Interest Account will be used and withdrawn by the Fiscal Agent solely for the payment of interest on the Bonds.

When the amount in the Capitalized Interest Account is fully expended for the payment of interest, the account will be closed.

There is also created in the Bond Fund a separate account to be held by the Fiscal Agent, designated the “Special Tax Prepayments Account,” to the credit of which deposits will be made as provided in the Fiscal Agent Agreement.

Disbursements. At least 10 Business Days before each Interest Payment Date, the Fiscal Agent will notify the Finance Director in writing as to the principal and premium, if any, and interest due on the Bonds on the next Interest Payment Date (whether as a result of sched uled principal of and interest on the Bonds, optional redemption of the Bonds or a mandatory sinking fund redemption). On each Interest Payment Date, the Fiscal Agent will withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds. Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer pursuant to the Fiscal Agent Agreement will be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the Bonds.

At least 5 Business Days prior to each Interest Payment Date, the Fiscal Agent will determine if the amounts then on deposit in the Bond Fund are sufficient to pay the Debt Service due on the Bonds on the next Interest Payment Date. In the event that amounts in the Bond Fund are insufficient for such purpose, the Fiscal Agent promptly will notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency.

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In the event that amounts in the Bond Fund are insufficient for the purpose set forth in the preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent will do the following:

(i) Withdraw from the 2019 Reserve Fund, in accordance with the provisions of the Fiscal Agent Agreement, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency related to the 2025A Bonds, the 2019A Bonds, and any Related Parity Bonds. Amounts so withdrawn from the 2019 Reserve Fund will be deposited in the Bond Fund.

(ii) Withdraw from the reserve funds, if any, established under a Supplemental Agreement related to Parity Bonds that are not Related Parity Bonds, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency related to such Parity Bonds. Amounts so withdrawn from any such reserve fund will be deposited in the Bond Fund.

If, after the foregoing transfers and application of such funds for their intended purposes, there are insufficient funds in the Bond Fund to make the payments provided for in the second sentence of the first paragraph under “Bond Fund – Disbursements” above, the Fiscal Agent will apply the available funds first to the payment o f interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, if any, and then to payment of principal due on the bonds by reason of sinking payments. Each such payment will be made ratably to the Owners of the Bonds based on the then Outstanding principal amount of the Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding Bonds, subject to the restrictions on the uses of any funds as set forth in the F iscal Agent Agreement. Any sinking payment not made as scheduled will be added to the sinking payment to be made on the next sinking payment date. Any failure by the Fiscal Agent to provide the notices required by the Fiscal Agent Agreement will not alter the obligation of the City to make the scheduled payments from amounts in the Bond Fund.

Disbursements from the Special Tax Prepayments Account. Moneys in the Special Tax Prepayments Account will be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under the Fiscal Agent Agreement, and notice to the Fiscal Agent can timely be given under the Fiscal Agent Agreement, and will be used (together with any amounts transferred pursuant to the Fiscal Agent Agreement) to redeem Bonds on the redemption date selected in accordance the Fiscal Agent Agreement.

Reserve Fund

General. The 2025A Bonds constitute Related Parity Bonds (as defined below) under the Fiscal Agent Agreement. In order to further secure the payment of principal of and interest on the 2025A Bonds and any series of Parity Bonds (including the 2019A Bonds) the principal of and interest on which is payable from amounts in the 2019 Reserve Fund (“Related Parity Bonds”), certain proceeds of the 2025A Bonds will be deposited into the 2019 Reserve Fund in an amount equal to the portion of the “2019 Reserve Requirement” (as defined below) related to the 2025A Bonds so that the amount on deposit therein equals the 2019 Reserve Requirement . See “FINANCING PLAN – Estimated Sources and Uses of Funds.”

2019 Reserve Requirement. The “2019 Reserve Requirement” is defined in the Fiscal Agent Agreement to mean the sum of the following:

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(i) $1,720,736.41, which is the least of (a) Maximum Annual Debt Service on the 2019A Bonds as of the closing date of the 2019A Bonds, (b) 125% of average Annual Debt Service on the 2019A Bonds as of the closing date of the 2019A Bonds and (c) 10% of the original principal amount of the 2019A Bonds plus

(ii) with respect to any series of Related Parity Bonds the principal of and interest on which is payable from amounts in the 2019 Reserve Fund, an amount equal to the least of ( a) Maximum Annual Debt Service on such Related Parity Bonds as of the date of their issuance, (b) 125% of average Annual Debt Service on such Related Parity Bonds as of the date of their issuance and (c) 10% of the original principal amount of such Related Parity Bonds.

The 2025A Bonds constitute Related Parity Bonds under the Fiscal Agent Agreement.

With respect to clause (ii) above as it relates to the 2025A Bonds, the least of (a) Maximum Annual Debt Service on the 2025A Bonds as of the Closing Date, (b) 125% of average Annual Debt Service on the 2025A Bonds as of the Closing Date and (c) 10% of the original principal amount of the 2025A Bonds equals $__________*. Such amount will be satisfied through a dep osit of proceeds of the 2025A Bonds in the 2019 Reserve Fund and/or the purchase of a debt service reserve policy in the amount of $_________.

Disbursements. Except as otherwise provided in the Fiscal Agent Agreement , all amounts deposited in the 2019 Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the 2025A Bonds, the 2019A Bonds, and any Related Parity Bonds or, in accordance with the provisions of the Fiscal Agent Agreement , for the purpose of redeeming 2025A Bonds, the 2019A Bonds, and any Related Parity Bonds from the Bond Fund. Whenever a transfer is made from the 2019 Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund for payment of the principal of, and interest and any premium on, the 2025A Bonds, the 2019A Bonds, and any Related Parity Bonds, the Fiscal Agent will provide written notice thereof to the Finance Director, specifying the amount withdrawn.

Qualified Reserve Fund Credit Instruments. The City has the right at any time to direct the Fiscal Agent to release funds from the 2019 Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (i) a Qualified Reserve Account Credit Instrument (as defined in the Fiscal Agent Agreement), and (ii) an opinion of Bond Counsel stating that neither the relea se of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the 2025A Bonds or any Related Parity Bonds the interest on which is excluded from gross income of the owners thereof for federal income tax purp oses to become includable in gross income for purposes of federal income taxation.

The City will have no obligation to replace a Qualified Reserve Account Credit Instrument or to fund the 2019 Reserve Fund with cash if, at any time that the 2025A Bonds or any Related Parity Bonds are Outstanding, amounts are not available to be drawn upon under the Qualified Reserve Account Credit Instrument. The City and the Fiscal Agent will comply with the terms of the Qualified Reserve Account Credit Instrument as will be required to receive payments thereunder in the event and to the extent required under the Fiscal Agent Agreement.

See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT” for a complete description of the timing, purpose and mann er of disbursements from the 2019 Reserve Fund.

* Preliminary; subject to change.

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Investment of Moneys in Funds

Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by the Fiscal Agent will be invested by the Fiscal Agent in Permitted Investments, w hich in any event by their terms mature prior to the date on which such moneys are required to be paid out under the Fiscal Agent Agreement. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT” for a definition of “Permitted Investments.”

THE DISTRICT AND IMPROVEMENT AREA B

Formation and Background

Formation. The District was established by the City Council under the Act on December 6, 2016, following a noticed public hearing. On the same date, an election was held in which the qualified landowner electors within Improvement Area B approved a ballot proposition authorizing the City to incur bonded indebtedness for Improvement Area B of up to $25,000,000 to finance the acquisition and constr uction of the authorized Facilities, to levy the Special Taxes, and to establish an appropriations limit for Improvement Area B of the District.

The District is authorized to finance the construction of authorized Facilities. See “FINANCING PLAN – Facilities Financing Plan.”

The Rate and Method by which Special Taxes may be levied is attached as “APPENDIX B – RATE AND METHOD OF APPORTIONMENT FOR IMPROVEMENT AREA B OF THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD).” See “SECURITY FOR THE 2025A BONDS – Rate and Method” for a summary of the Rate and Method.

Improvement Areas within District. The District was originally formed to include four improvement areas: Improvement Area A, Improvement Area B, Improvement Area C and Improvement Area D.

The 2025A Bonds are secured only by the Special Taxes levied within Improvement Area B. No other special taxes of the District, including special taxes levied in Improvement Area A, Improvement Area C and Improvement Area D will be available to pay debt service on the 2025A Bonds.

Description and Location

General. The District is located on approximately 367 acres in the northeastern area of the City, to the south of Cement Hill and the Putah South Canal, north of Air Base Parkway, east of the Clay Bank Road, and west of the Gold Ridge residential development.

The District is part of a larger master planned community, The Villages at Fairfield, that overlaps the District. The Villages at Fairfield is currently planned for four residential projects (Villages I, II, III, and IV) and a 4.8-acre community commercial parcel in accordance with the Development Agreement . Planned development in the District includes construction of approximately 1,830 housing units, a commercial shopping center, two neighborhood parks, a portion of the Fairfield Linear Park, and associated public facilities, roadways, utilities and public transportation. The Master Developer anticipates that Improvement Area D, the last of the four

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planned Improvement Areas within the District, will obtain entitlement and environmental agency approvals over approximatel y the next two years, with development thereafter anticipated to include 860 medium-density residential units, 260 high-density residential units, and 10 acres of retail use. The Master Developer also intends to obtain entitlements approvals for a fifth residential project within The Villages at Fairfield, producing an additional 250 housing units and park amenities.

Development activities within the Villages at Fairfield commenced in fiscal year 2016-2017 with the construction of major backbone infrastructure linking the Villages at Fairfield to Interstate 80 via Manual Campos Parkway. Since then, additional backbone improvements have been constructed, including improvements to Air Base Parkway and Clay Bank Road, which provide for a second point of access to Interstate 80. Residential land development within the Villages at Fairfield commenced in 2017 within Village IV, along with homebuilding by Discovery Homes.

The first 77 single family homes in Village IV have been sold over a two-year period and are nearing final completion as of June 30, 2019.

The Master Developer has substantially completed backbone land development activities in Village I for this phase of development covering 432 single family residential units. Land development activities in Village III are anticipated to commence in Spring 2027 and the construction of single-family homes and multi-family units in Village III is anticipated to commence in Spring 2029.

Improvement Area B is currently designated as the site of Village I, which encompasses approximately 91.5 acres. Only certain portions of the Village I area have been developed with single family detached homes. The remaining land within Improvement Area B is planned for a neighborhood park. Under the terms of the Development Agreement, construction of the neighborhood park is anticipated to commence in Spring 2026, following plan approval that is anticipated to be received in Fall 2025.

See “APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF FAIRFIELD AND SOLANO COUNTY” for demographic and other information regarding the area in and around the District. The boundary map showing the boundaries of Improvement Area B is attached as Appendix G.

Development of Property Within Improvement Area B

General. The taxable property in Improvement Area B has been developed with a total of 432 detached single -family homes, all classified as Residential Property under the Rate and Method. The tables in this Official Statement present ownership informatio n as of January 22, 2025, at which point 422 homes in Improvement Area B were owned by individual homeowners and 10 homes were owned by D.R. Horton. As of February 28, 2025, seven further homes had been conveyed by D.R. Horton to individual homeowners and two were in escrow but not yet closed to individual homeowners.

Master Developer. Rancho Tolenas Corporation, a California corporation ( previously defined in this Official Statement as the “ Master Developer”) is the master developer of the property within Improvement Area B. The Master Developer is a privately -owned California corporation and an affiliate of the Lewis Group of Companies (the “ Lewis Group”). The Lewis Group was established in 1955 and has built more than 57,000 homes, developed more than 25,000 acres of land and developed and sold more than 21,000 residential lots. Since its formation, the Lewis Group has also developed more than 19.5 million square feet of retail, office and industrial space and also owns and manages apartments and investment properties.

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The Lewis Group focuses on identifying and then acquiring residential land which it subsequently entitles, develops, and sells to merchant or custom homebuilders. Such activities include transactions in the communities of Chino, Diamond Bar, Eastvale, Fontana, Lake Elsinore, Rancho Cucamonga, Rialto, Riverside County, Upland, Brawley, Calexico, Imperial, Fairfield, Sacramento, Elk Grove, Dixon, Lincoln, Wheatland, El Dorado Hills, Folsom and Hercules, all in California, as well as Las Vegas, North Las Vegas, Reno, Sparks and Dayton in Nevada.

The Lewis Group has sold lots to Albert Seeno, The Allen Group, Beazer Homes, Brookfield Homes, California Pacific Homes, Centex Homes, Corky McMillin Cos., D.R. Horton, Greystone Homes, Meritage Homes, Richmond American Homes, Woodside Homes, and TRI Pointe Homes, among others.

Further information regarding the Lewis Group is available from its website at lewisgroupofcompanies.com. This internet address is included for reference only, and the information on the internet site is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such internet site.

The Merchant Builders. The Master Developer purchased Units 1, 2, 3, and 4 within Improvement Area B in July 2003, and subsequently sold Units 1, 2, 3, and 4 to Discovery Homes, D.R. Horton, Richmond American and TRI Pointe, respectively, as merchant builders.

Discovery Homes. Villages at Fairfield, LLC ( referred to in this Official Statement as “Discovery Homes”) is a California limited liability company. Discovery Homes was responsible for the construction of the 87 homes in Unit 1, u nder the product name “Avery at The Villages.” All 87 homes in Unit 1 have been conveyed to individual homeowners.

D.R. Horton. D.R. Horton BAY, Inc., a Delaware corporation (referred to in this Official Statement as “ D.R. Horton ”) is a wholly -owned subsidiary of D.R. Horton, Inc., a Delaware corporation (“D.R. Horton, Inc.”). D.R. Horton, Inc. is a public company whose common stock is traded on the NYSE under the symbol “DHI.” Founded in 1978 and headquartered in Arlington, Texas, D.R. Horton, Inc. constructs and sells homes through its operating divisions in 125 markets in 36 states under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes and Freedom Homes.

D.R. Horton was responsible for the construction of the 119 homes in Unit 2 under the product name “Iris at The Villages.” As of February 28, 2025, 116 of the homes in Unit 2 had been conveyed to individual homeowners and D.R. Horton owned two completed homes (both under contract) and one home under construction on the model home parking lot. D.R. Horton expects to close the sales of the remaining three homes to individual homeowners by April 2025. Homes under contract may not result in closed escrows as sales contracts are subject to cancellation.

Richmond American . Richmond American Homes of Maryland, Inc., a Maryland corporation (referred to in this Official Statement as “ Richmond American”), is a wholly-owned subsidiary of M.D.C. Holdings, Inc., a Delaware corporation (“MDC”). Richmond American Homes was responsible for the construction of the 93 homes in Unit 3, under the product name “Larkspur at The Villages.” All 93 homes in Unit 3 have been conveyed to individual homeowners

TRI Pointe. TRI Pointe Homes Holdings, Inc., a Delaware corporation (referred to in th is Official Statement as “ TRI Pointe”), is a wholly -owned subsidiary of Tri Pointe Homes, Inc., a Delaware Corporation (“Tri Pointe Homes”), a publicly traded company whose common stock is listed on the New York Stock Exchange under the ticker symbol “TPH.” TRI Pointe was

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responsible for the construction of the 133 homes in Unit 4, under the product name “Lantana at The Villages.” All 133 homes in Unit 4 have been conveyed to individual homeowners.

Status of Bond Financed Public Infrastructure

The net proceeds of the 2025A Bonds will be used to reimburse the Master Developer for previously constructed eligible Facilities in accordance with the Acquisition Agreement.

Entitlements

Entitlement Status. The large final map for Improvement Area B was approved on April 4, 2017 and recorded in the County of Solano on May 3, 2017. Small lot final subdivision maps for Units 1, 3 and 4 were record ed in the County of Solano in 2018. Small lot final subdivision maps for Unit 2 were recorded in the County of Solano on September 3, 2021 . All other discretionary entitlements for development in Improvement Area B are in place, and the Master Developer is not aware of any additional entitlements required to complete development within Improvement Area B.

Utilities. It is expected that utility services for the taxable property in Improvement Area B will be provided by the following:

 Water: City of Fairfield
 Sanitary Sewer: Fairfield-Suisun Sewer District
 Storm Water Drainage: City of Fairfield
 Electricity and Gas: Pacific Gas & Electric
 Telephone: AT&T
 Garbage: Republic Services

Environmental Matters

General. The City certified the final environmental impact report for the Villages at Fairfield (the “ EIR”) under the California Environmental Quality Act on September 20, 2005, and an addendum to the EIR on November 3, 2015.

Neither the Master Developer nor the Merchant Builders are required to under take any remediation in order to develop their respective property in Improvement Area B as described in this Official Statement.

Flood Hazard Map Information . The District is located in an area of minimal flooding according to the Federal Emergency Mana gement Association (“ FEMA”). In particular, Improvement Area B is located in an area designated by FEMA as being within Zone X, with a

0.02% chance of flooding in any given year. See “BOND OWNERS’ RISKS – Property Values – Natural Disasters.”

Seismic Conditions. Like other areas of Northern California, property in the District is subject to the risk of major earthquake damage. 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. A significant earthquake along these or other faults is possible during the period the 2025A Bonds will be outstanding. See “BOND OWNERS’ RISKS – Property Values – Natural Disasters.”

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Wetlands. The Master Developer was required to perform certain wetland mitigation. All such mitigation required for development within Improvement Area B has been completed.

Special Tax Revenues and Projected Debt Service Coverage

The Rate and Method is structured to produce Special Tax revenues from the Maximum Special Tax that, when applied to the projected Debt Service on the 2019A Bonds and the 2025A Bonds, is anticipated to result in a Debt Service coverage ratio of at least 110% for the life of the 2019A Bonds and the 2025A Bonds.

It should be noted that the City may in the future issue Parity Bonds on a parity with the 2019A Bonds and the 2025A Bonds upon the satisfaction of the conditions contained in the Fiscal Agent Agreement, up to a total combined bond authorization of $ 25,000,000. As a result of the issuance of the 2019A Bonds and the 2025A Bonds, the remaining unissued amount of authorized bonded indebtedness of Improvement Area B has decreased to $ 2,135,000*. See “THE 2025A BONDS– Issuance of Future Parity Bonds.”

Assessed Values

General. The valuation of real property in the County is established by the County Assessor. Assessed valuation s are reported at 100% of the “full cash value” of the property, which is defined in Article XIIIA of the California Constitution as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation. An assessment of “full cash value” is required upon change of ownership or new construction, after which the assessed value increases at a rate no greater than 2% per year. Accordingly, the gross assessed valuation presented in this Official Statement may not necessarily be representative of the actual market value of certain property in Improvement Area B.

No Appraisal. The City has not commissioned an appraisal of the property in Improvement Area B. Accordingly, all property value information for the Taxable Proper ty contained in this Official Statement is based on the Fiscal Year 2024 -25 County Assessor’s values.

Assessed Valuation s. The table below shows the historical assessed value of the property in Improvement Area B differentiated by land and improvement values.

* Preliminary; subject to change.

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Table 2
Improvement Area B of the
City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Historical Assessed Valuation

Fiscal
Year Land Value
Improvement
Value Total Value
Percentage
Change in
Assessed Value
2019-20 $37,611,978 $18,585,422 $56,197,400 -
2020-21 42,920,723 81,017,965 123,938,688 121%
2021-22 46,451,238 119,678,913 166,130,151 34
2022-23 49,995,639 133,517,334 183,512,973 10
2023-24 51,739,224 137,323,514 189,062,738 3
2024-25 83,821,916 160,386,111 244,208,027 29

Sources: Solano County Assessor's Office as compiled by Willdan Financial Services for Fiscal Years 2019-20 through 2023-24 and Goodwin Consulting Group, Inc. for Fiscal Year 2024-25.

The assessed value for Fiscal Year 2024 -25 reflects ownership and development status as of the January 1, 2024 lien date. As of the January 1, 2024 lien date, 361 parcels had improvement values and 71 had no improvement values. Of the 361 parcels with impr ovement values as of the January 1, 2024 lien date, the median total assessed value was $610,653. Homes sold since the January 1, 2024 lien date have ranged from sales prices of approximately $592,000 to approximately $753,000, with an average of approximately $679,000.

Value-to-Debt Ratios

The following tables 3 and 4 show the approximate value-to-debt ratio for the parcels in Improvement Area B of the District, based on the assessed values, the outstanding principal amount of the 2019A Bonds, and the proposed principal amount of the 2025A Bonds.

No assurance can be given that the amounts shown in these tables will conform to those ultimately realized in the event of a foreclosure action following delinquency in the payment of the Special Taxes.

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Table 3
Improvement Area B of the
City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Projected Fiscal Year 2025-26 Special Tax Levy, Assessed Values, and Value-to-Lien Ratios (Development Status as of February 18, 2025)

Development Class and
Property Ownership (1)
Taxable
Parcels

Assessed
Value (2)
Assigned FY
2025-26
Special
Tax
Revenues
Projected FY
2025-26
Special Tax
Levy
Percent of
Projected FY
2025-26
Special Tax
Levy
Allocated
Bonds(3)*
Average
Value-to-
Lien
Ratios*

Developed Property
Individual Homeowners 422 $241,463,937 $1,374,715 $1,266,953 97.8% $21,949,940 11.0 D.R. Horton (4) 10 2,744,090 31,632 29,152 2.2 505,060 5.4 Total 432 $244,208,027 $1,406,347 $1,296,105 100.0% $22,455,000 10.9

* Preliminary; subject to change.
(1) Ownership information based on sales data provided by the Master Developer on January 22, 2025, and confirmed with the Solano County Assessor's tax roll. (2) Per the Solano County Assessor's tax roll, as of the January 1, 2024 lien date. (3) Represents the bonded debt of the district, including $19,455,000 of the outstanding 2019 Bonds and $3,000,000* of the proposed 2025 Bonds. Allocated based on the projected fiscal year 2025-26 special tax levy.
(4) As of February 28, 2025, D.R. Horton had sold seven of these homes to individual homeowners and had two homes in escrow but n ot closed to individual homeowners; the final home was under construction and is expected to be completed in mid-April 2025. The average sales price for the nine homes sold or under contract was approximately $_____.

Sources: City of Fairfield; Solano County Assessor's Office; Goodwin Consulting Group, Inc.

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Table 4
Improvement Area B of the
City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Summary of Value-to-Lien Ratios

Value-to-Lien
Taxable
Parcels
Assigned
FY 2025-26
Special Tax
Revenues
Projected
FY 2025-26
Special Tax
Levy
Percent of
Projected
FY 2025-26
Special Tax
Levy
Allocated
Bonds*(1)
Assessed
Value (2)
Average
Value-to-
Debt Ratios*
Greater than 10:1 356 $1,162,018 $1,070,930 82.6% $18,553,834 $222,073,011 12.0 5:1 to 10:1 75 240,975 222,085 17.1 3,847,622 21,869,516 5.7 Less than 5:1 1 3,353 3,091 0.2 53,544 265,500 5.0
Total 432 $1,406,347 $1,296,105 100.0% $22,455,000 $244,208,027 10.9

* Preliminary; subject to change.
(1) Represents the bonded debt of the district, including $19,455,000 of the outstanding 2019 Bonds and $3,000,000* of the proposed 2025 Bonds. Allocated based on the projected fiscal year 2025-26 special tax levy. (2) Per the Solano County Assessor's tax roll, as of the January 1, 2024 lien date.

Source: City of Fairfield, Stifel, Nicolaus & Company, Inc.; Goodwin Consulting Group, Inc.

Direct and Overlapping Governmental Obligations

Contained within the boundaries of Improvement Area B are certain overlapping local agencies providing public services. Many of these local agencies have outstanding debt. The direct and overlapping debt affecting Improvement Area B as of March 1, 2025, is shown in the table below, a direct and overlapping debt report (the “Debt Report”) prepared by California Municipal Statistics, Inc. The Debt Report is included for gener al information purposes only.

Neither the City nor the Underwriter has reviewed the Debt Report for completeness or accuracy and neither makes any representation in connection therewith.

The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of Improvement Area B in whole or in part. These long -term obligations are not payable from Special Taxes derived from Improvement Area B (except as indicated) nor are they necessarily obligations secured by land within Improvement Area B. In many cases long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency.

The contents of t he Debt Report are as follows: (1) the first column indicates the public agencies that have outstanding debt as of the date of the Debt Report and whose territory overlaps Improvement Area B; (2) the second column shows the percentage of the assessed valuation of the overlapping public agency identified in column 1 which is represented by property located within Improvement Area B; and (3) the third column is an apportionment of the dollar amount of each public agency's outstanding debt (which amount is not shown in the table) to property in Improvement Area B, as determined by multiplying the total outstanding debt of each agency by the percentage of the public agency's assessed valuation represented in column 2.

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Table 5
Improvement Area B of the
City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Direct and Overlapping Governmental Obligations

2024-25 Local Secured Assessed Valuation: $243,966,433

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/25 Solano Community College District General Obligation Bonds 0.335% $ 1,177,785 Fairfield-Suisun Joint Unified School District General Obligation Bonds 1.069 3,028,874 City of Fairfield Zone of Benefit Obligations 1.233 64,377 City of Fairfield Community Facilities District No. 2016-1, I.A. B 100.000 19,455,000(1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $23,726,036

OVERLAPPING GENERAL FUND DEBT:

Solano County General Fund Obligations 0.326% $202,487 Fairfield-Suisun Joint Unified School District Certificates of Participation 1.069 58,401 City of Fairfield Pension Obligation Bonds 1.233 292,130 TOTAL OVERLAPPING GENERAL FUND DEBT $553,018

COMBINED TOTAL DEBT $24,279,054(2)

Ratios to 2024-25 Local Secured Assessed Valuation:

Direct Debt ($19,455,000)........................................................................... 7.97% Total Direct and Overlapping Tax and Assessment Debt ............................ 9.73% Combined Total Debt ................................................................................... 9.95%

(1) Excludes the 2025A Bonds.
(2) Represents the City’s obligations to allocate property tax revenues levied within Improvement Area B to pay the Solano County Water Agency for project costs associated with the North Bay Aqueduct of the State Water Project.

Source: California Municipal Statistics, Inc.

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Illustrative Tax Bill

The following table sets forth the estimated total tax burden on a developed single-family detached unit in Improvement Area B, based on special tax rates for Fiscal Year 2024-25.

Table 6
Improvement Area B of the City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Fiscal Year 2024-25 Illustrative Tax bill

Assumptions ≥ 2,700 SF 2,275 -
2,699 SF
< 2,275 SF
Average Assessed Value(1) $693,456 $644,292 $605,422 Homeowner's Exemption ($7,000) ($7,000) ($7,000)
Net Assessed Value $686,456 $637,292 $598,422

Ad Valorem Tax Rate(2) Rate
County General 1.0000000% $6,865 $6,373 $5,984
Fairfield City 0.0023000% 16 15 14
SC Water Agency St Water Proj. 0.0200000% 137 127 120 SCC 2012 GOB Series D 0.0008772% 6 6 5
SCC 2012 GOB Series E 0.0015834% 11 10 9
Solano Comm. Coll. Bonds 2021 0.0045357% 31 29 27
FF SS USD GOB 2016 Series 2020 0.0202224% 139 129 121 FF SS USD GOB 2016 S-2018 0.0169246% 116 108 101
SCC 2019 GO Refunding Bonds 0.0057447% 39 37 34
SCC 2015 GO Refunding Bonds 0.0126799% 87 81 76
FSUSD 2020 GOB Refunding 0.0112930% 78 72 68
FFSS USD 2022 GO Refndg. Bond 0.0192434% 132 123 115 SCC GOB 2012 Series A 0.0011434% 8 7 7
FFSSUSD GOB 2016 Series 2016 0.0111141% 76 71 67
SCC 2012 GOB Series C 0.0024934% 17 16 15
SCC 2012 GOB Series F 0.0023688% 16 15 14
Total Ad Valorem Taxes 1.1325240% $7,774 $7,217 $6,777

Direct Charges(3)
Woodlake Maintenance Dist. #14 $260 $260 $260
City of Fairfield - CFD #2012-2 1,070 1,070 1,070
F-S SD Drainage Maintenance 20 20 20
SF Bay Rest Auth-Measure Aa 12 12 12
CFD 2016-1 Improvement Area B 3,280 2,720 2,257
Total Direct Charges $4,643 $4,083 $3,620

Total Taxes and Direct Charges $12,417 $11,300 $10,397 Percentage of Assessed Value 1.79% 1.75% 1.72%

(1) Based on the average assessed value of homes sold to Individual Homeowners with improved value as of January 1, 2024. (2) Based on the fiscal year 2024-25 ad valorem tax rates for the tax rate area within Improvement Area B. Ad valorem tax rates are subject to change in future years.
(3) Based on the fiscal year 2024 -25 charges identified on the Solano County -issued property tax bills. Charges subject to change in future years.

Source: Solano County Tax Collector's Office; Solano County Assessor's Office; Goodwin Consulting Group, Inc.

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Special Tax Collection and Delinquencies Rates

Pursuant to the Ordinance, Special Taxes within Improvement Area B were first levied in Fiscal Year 2018-19. The following table is a summary of Special Tax levies, collections and delinquency for Fiscal Years 20 18-19 through 2024-25 based on amounts levied and outstanding delinquencies following April 10 th of each fiscal year , which corresponds to the due date of the second installment of property taxes.

Table 7
Improvement Area B of the City of Fairfield
CFD No. 2016-1 (Villages at Fairfield)
Special Tax Levies, Collections and Delinquency Rates

Following April 10th Each Fiscal Year As of February 20, 2025 Fiscal Year
Fiscal Year
Special Tax
Number of
Parcels
Levied
Delinquency As
of Date
Amount of
Special Tax
Delinquent
Number of
Parcels
Delinquent
Percentage
Special Tax
Delinquent
Amount of Special
Tax Delinquent
Number of
Parcels
Delinquent
Percentage
Special Tax
Delinquent
2018-19 $74,582 3 7/23/19 $0 0 0.0% $0 0 0.0%
2019-20 1,038,536 314 5/7/20 0 0 0.0 0 0 0.0
2020-21 1,053,142 314 5/9/21 20,928 9 2.0 0 0 0.0
2021-22 1,079,648 314 5/10/22 19,634 7 1.8 0 0 0.0
2022-23 1,091,964 432 5/2/23 20,508 11 1.9 3,811 1 0.4
2023-24 1,114,751 432 6/6/24 9,269 5 0.8 3,887 1 0.4
2024-25 (1) 1,127,785 427 N/A N/A N/A N/A 5,527 4 1.0

(1) For Fiscal Year 2024-25, the first installment is due December 10, 2024 and the second installment is due April 10, 2025. Delinquency rate is base d on the first installment only.

Sources: Solano County Tax Collector's Office; as compiled by Willdan Financial Services.

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Potential Consequences of Special Tax Delinquencies

General. Delinquencies in the payment of property taxes (including the Special Taxes) with respect to property in Improvement Area B could result in draws on the 2019 Reserve Fund established for the 2019A Bonds, the 2025A Bonds and any Related Parity Bonds, and perhaps, ultimately, a default in the payment on the 2025A Bonds. See “Covenant to Foreclose – Special Taxes Are Not Covered By Teeter Plan” and “BOND OWNERS’ RISKS.”

Special Tax Enforcement and Collection Procedures. The City could receive additional funds for the payment of Debt Service through foreclosure sales of delinquent property, but no assurance can be given as to the amount of foreclosure sale proceeds or when foreclosure sale proceeds would be received. The City has covenanted in the Fiscal Agent Agreement to take certain enforcement actions and commence and pursue foreclosure proceedings against delinquent parcels under the terms and conditions described herein. See “SECURITY FOR THE 2025A BONDS — Covenant to Foreclose” and “BOND OWNERS’ RISKS.”

Foreclosure actions would include, among other steps, formal City Council action to authorize commencement of foreclosure proceedings, mailing multiple d emand letters to the record owners of the delinquent parcels advising them of the consequences of failing to pay the applicable Special Taxes and contacting secured lenders to obtain payment. If these efforts were unsuccessful, they would be followed (as needed) by the filing of an action to foreclose in superior court against each parcel that remained delinquent.

Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the City may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Special Tax rates specified for each category of property within Improvement Area B of the District. See “SECURITY FOR THE 2025A BONDS – Rate and Method.” In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2025A Bonds. See “BOND OWNERS’ RISKS.”

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BOND OWNERS' RISKS

The purchase of the 2025A Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks which should be considered before making an investment decision. This discussion does not purport to be comprehensive or definitive and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the 2025A Bonds.

Risks of Real Estate Secured Investments Generally

The Bondowners will be subject to the risks generally incident to an investment secu red by real estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in Improvement Area B, the supply of or demand for competitive properties in such area, and the market v alue of property in the event of sale or foreclosure, (ii) changes in real estate tax rates and other operating expenses, government rules (including, without limitation, zoning laws and restrictions relating to threatened and endangered species), (iii) na tural disasters (including, without limitation, earthquakes, wildfires and floods), which may result in uninsured losses, or natural disasters elsewhere in the country or other parts of the world affecting supply of building materials that may cause delays in construction, and (iv) the impacts of a public health emergency on construction and sales activity, the national and regional economy and financial circumstances of property owners in Improvement Area B. The occurrence of one or more of the events dis cussed herein could adversely affect the ability or willingness of property owners in Improvement Area B to pay their Special Tax when due, and could induce or exacerbate the risks described herein. See “ – Value to Lien Ratios,” “ – Levy and Collection of the Facilities Special Tax,” “– Property Tax Delinquencies,” and “– Bankruptcy Delays” below.

Limited Obligation of the City to Pay Debt Service

The City has no obligation to pay principal of and interest on the 2025A Bonds if Special Tax collections are delinquent or insufficient, other than from amounts, if any, on deposit in the 2019 Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels for Special Tax delinquencies. The City is not obligated to advance funds to pay Debt Service on the 2025A Bonds.

Potential Early Redemption of Bonds from Special Tax Prepayments

Property owners within the District are permitted to prepay the Special Taxes at any time.

Any such payments will result in a mandatory redemption of Bonds from Special Tax prepayments on the next Interest Payment Date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of any such Special Tax prepayment. Any resulting redemption of 2025A Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 2025A Bonds. See “THE 2025A BONDS – Redemption – Redemption from Special Tax Prepayments.”

Levy and Collection of the Special Tax

General. The principal source of payment of principal of and interest on the 2025A Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area B.

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Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay Debt Service on the 2025A Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the Special Tax formula set forth in the Rate and Method is not based on property v alue, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels.

Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of Debt Service on the 2025A Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxatio n, thereby resulting in an increased tax burden on the remaining taxed parcels. See “ – Exempt Properties” below.

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “ – Property Tax Delinquencies” below.

Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE 2025A BOND S – Covenant to Foreclose” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in paym ents to owners of the 2025A Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the District of the proceeds of sale if the 2019 Reserve Fund is depleted. See “SECURITY FOR THE 2025A BONDS – Covenant to Foreclose.”

The a bility of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which a federal governmental agency has or obtains an interest. See “– FDIC/Federal Government Interests in Properties” below.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enf orcement of Special Taxes.

For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay

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in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment , and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of su ch service.

Property Tax Delinquencies

General. Delinquencies in the payment of property taxes and, consequently, the Special Taxes, can occur because the owners of delinquent parcels may not have received property tax bills from the County in a timely manner, including situations in which the County initially sent property tax bills to the property developer or merchant builder at a time when the parcels in question had already been sold to individual homeowners. Delinquencies can also reflect economic difficulties and duress by the property owner.

Numerous future delinquencies by the owners of Taxable Property in Improvement Area B in the payment of property taxes (and, consequently, the Special Taxes, which are collected on the ordinary property tax bills) when due could result in a deficiency in Special Tax revenues necessary to pay Debt Service on the 2025A Bonds, which could in turn result in the depletion of the 2019 Reserve Fund, prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax. See “SECURITY FOR THE 2025A BONDS – 2019 Reserve Fund,” and “THE DISTRICT AND IMPROVEMENT AREA B – Potential Consequences of Special Tax Delinquencies.”

Measures to Mitigate Consequences of Continuing Delinquencies. The City intends to take certain actions designed to mitigate the impact of future delinquencies, including: enforcing the lien of the S pecial Taxes through collection procedures that will include foreclosure actions under certain circumstances (see “SECURITY FOR THE 2025A BOND S – Covenant to Foreclose”); and increasing the levy of Special Taxes against non-delinquent property owners in Improvement Area B, to the extent permitted under the Rate and Method and the Act and to the extent the Special Taxes are not already being levied at the maximum Special Tax rate. See “THE DISTRICT AND IMPROVEMENT AREA B – Potential Consequences of Special Tax Delinquencies.”

Limitations on Increases in Special Tax Levy. If property owners are delinquent in the payment of the Special Tax, the City may not increase Special Tax levies to make up for delinquencies for prior fiscal years above the maximum annual Special Tax rates specified in the Rate and Method.

In addition, the City’s ability to increase Special Tax levies on residential property to make up for delinquencies for prior Fiscal Years is limited by Section 53321(d) of the Act, which provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults.

In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2025A Bonds.

Risks Related to Homeowners with High Loan to Value Ratios

Any future decline in home values in Improvement Area B could result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and

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Special Taxes, when due. Under such circumstances, bankruptcies are likely to increase.

Bankruptcy by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings to collect delinquent Special Taxes.

It is possible that laws could be enacted in the future to assist homeowners in default in the payment of mortgages and property taxes. It is further possible that federal laws could be enacted that would adversely impact the ability of the City to foreclose on parcels with delinquent Special Taxes. No assurance can be given that any such laws will be enacted, or if enacted will be effective in assisting affected homeowners.

Payment of Special Tax is not a Personal Obligation of the Property Owners

An owner of Taxable Property is not personally obligated to pay the Special Taxes.

Rather, the Special Taxes are an obligation running only against the parcels of Taxable Property.

If, after a default in the payment of the Special Tax and a foreclosure sale by the City, the resulting proceeds are insufficient, taking into account other obligations also constituting a lien against the affected parcels of Taxable Property, the City has no recourse against the owner.

Assessed Values

The City has not commissio ned an appraisal of the parcels in Improvement Area B in connection with the issuance of the 2025A Bonds. Therefore, the estimated valuations of all Taxable Property in Improvement Area B set forth in this Official Statement are based on the County Assessor’s values. The assessed value is not an indication of what a willing buyer might pay for a property. The assessed value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the Taxable Property in Improvement Area B could be sold for the assessed value if that property should become delinquent and subject to foreclosure proceedings.

Property Values

The value of Taxable Property within Improvement Area B is a critical factor in determining the investment quality of the 2025A Bonds. If a property owner defaults in the payment of the Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land values could be adversely affected by economic and other factors beyond the City’s control, such as a general economic downturn, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, destruction of property caused by earthquake, flood, landslides, wildfires, or other natural disasters, environmental pollution or contamination, or unfavorable economic conditions.

The following is a discussion of specific risk factors that could affect the value of property in Improvement Area B.

Prolonged Economic Downturn. Land values are affected by economic conditions and to the extent that an economic downturn is prolonged, property values could decline or remain flat for an indefinite period. Declines in home values in Improvement Area B could also result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Special Taxes, when due. Under such circumstances, bankruptcies are likely to increase. Bankruptcy by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings.

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Risks Related to A vailability of Mortgage Loans. The state of the world -wide capital markets may adversely affect the availability of mortgage loans to homeowners, including potential buyers of homes within Improvement Area B. Any such unavailability could hinder the ability of the current homeowners to resell their homes, or the sale of newly completed homes in the future.

Natural Disasters. The value of the Taxable Property in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the Taxable Property and the continued habitability and enjoyment of such private improvements.

The City, like all northern California communities, is likely to be subject to unpredictable seismic activity, fires, floods or other natural disasters. If there were a severe seismic, flood or fire event or other natural disaster in the City, there could be substantial damage to and interference with the City.

Seismic Activity. The City is located along the eastern edge of the seismically active Coast Ranges of California. Active faults nea r 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 closest mapped fault to Improvement Area B is the Vaca fault zone (Vaca fault, not considered active), located within approximately 500 feet of the northwest corner of the project site. The closest active fault displaying surface expression is the Green Valley fault, located approximately 8 miles west of Improvement Area B. The maximum magnitude earthquake (the “Mmax”) assumed for the Green Valley fault in this region is

6.8. The Mmax is the maximum earthquake believed possible for the fault.

Flooding Hazards. The District is located in an area of minimal flooding according to FEMA. In particular, Improvement Area B is located in an area designated by FEMA as being within Zone X, with a 0.02% chance of flooding in any given year.

Wildfire Hazards. Significant portions of the foothill watershed areas surrounding the City are threatened with wildfire risk, and these areas present a dangerous combination of factors. Land in California is divided generally into areas where either the State or local a gencies such as cities are responsible for wildfire protection and prevention, known respectively as the State Responsibility Area and Local Responsibility Areas. The California Department of Forestry and Fire Protection (“ Cal Fire”) has classified land wi thin the State Responsibility Area into Moderate, High, and Very High Fire Hazard Severity Zones based on fuel loading, slope, fire weather, and other factors.

While Cal Fire was previously required only to map Very High Fire Hazard Severity Zones within Local Responsibility Areas , a State law passed in 2021 extended Moderate and High Fire Hazard Severity Zones to Local Responsibility Areas. Cal Fire began releasing updated Fire Hazard Severity Zone maps for Local Responsibility Areas in February 2025.

In the City, Moderate and High Fire Hazard Severity Zones are located in 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. Improvement Area B is within the City’s Local Responsibility Area and is not within a High or Very High Fire Hazard Severity Zone.

Drought. With respect to droughts specifically, California has a history of suffering periodic drought conditions. Most recently, on May 10, 2021, the governor proclaimed a State of Emergency for 41 of the State’s 58 counties (including Solano County), citing above -average

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temperatures and dry conditions. In April 2022, the governor extended the State of Emergency to all counties in the State and ask ed all Californians to voluntarily reduce water usage by 15%.

While some drought -related water restrictions were eased in May 2023, no assurance can be given that drought conditions will not continue in future years or, subside only to return in the future, potentially impacting the development of property in Improvement Area B, the value of Taxable Property within Improvement Area B, or economic activity within Improvement Area B.

Legal Requirements. Other events that may affect the value of Taxable Property include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures.

Hazardous Substances. One of the most serious risks in terms of the potential reduction in the value of Taxable Property is a claim with regard to a hazardous substance. In general, the owners and operators of Taxable Property may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, s ometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar.

Under many of these laws, the owner or operator is obligated 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 Taxable Property be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The property values set forth in this Official Statement do not take into account the possible reduction in marketability and value of any of the Taxable Property by reason of the possible liability of the owner or operator for the remedy of a hazardous substance condition of the parcel.

Although the City is not aware that the owner or operator of any of the Taxable Property has such a current liability with respect to any of the Taxable Property, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the Taxable Property resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but that may in the future be so classified.

Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of Taxable Property that is realizable upon a delinquency.

There can be no assurance that the discovery, release or classification of additional hazardous substances will not affect the value of Taxable Property in Improvement Area B.

Other Factors. Other factors that could adversely affect property values in Improvement Area B include, among others, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, and destruction of property caused by man -made disasters.

Value to Lien Ratios

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Assessed or appraised value -to-lien ratios have traditionally been used in land -secured bond issues as a measure of the “collateral” supporting the willingness of property owners to pay their special taxes and assessment s (and, in effect, their general property taxes as well). The value-to-lien ratio is mathematically a fraction, the numerator of which is the value of the property as measured by assessed values or appraised values (in this case, the assessed value of taxable property within Improvement Area B as of the 2024-25 fiscal year) and the denominator of which is the “lien” of the allocable share of assessment or special tax bonds. A value to lien ratio should not, however, be viewed as a guarantee for credit -worthiness. Land values are sensitive to economic cycles. A downturn of the economy or other market factors may depress land values and lower the value -to-lien ratios. Although judicial foreclosure proceedings can be initiated rapidly, the process can take several years to complete, and the bankruptcy courts may impede the foreclosure action. No assurance can be given that, should a parcel with delinquent Special Taxes be foreclosed upon and sold for the amount of the delinquency, any bid will be received for such property or, if a bid is received, that such bid will be sufficient to pay all delinquent Special Taxes. Finally, local agencies may form overlapping community facilities districts or assessment districts. Local agencies typically do not coordinate th eir bond issuances. Debt issuance by another entity could dilute value to lien ratios.

Other Possible Claims Upon the Value of Taxable Property

While the Special Taxes are secured by the Taxable Property, the security only extends to the value of such T axable Property that is not subject to priority and parity liens and similar claims.

The tables in the sections entitled “THE DISTRICT AND IMPROVEMENT AREA B – Direct and Overlapping Governmental Obligations” and “THE DISTRICT AND IMPROVEMENT AREA B – Illustrative Tax Bill” show the presently outstanding amount of governmental obligations, the tax or assessment for which is or may become an obligation of one or more of the parcels of Taxable Property. The table s do not specifically identify which of th e governmental obligations are secured by liens on one or more of the parcels of Taxable Property.

In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of Taxable Property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2025A Bonds.

In general, as long as the Special Tax is collected on the County tax roll, the Special Tax and all other taxes, assessments and charges also collected on the tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the 2025A Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any.

Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro -rata basis. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of Taxable Property, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy Delays” below.

Exempt Properties

Certain properties are exempt from the Special Tax in accordance with the Rate and Method and the Act, which provides that properties or entities of the state, federal or local

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government are exempt from the Special T ax; provided, however, that property within Improvement Area B acquired by a public entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. See “SECURITY FOR THE 2025A BONDS – Rate and Method.”

In addition, although the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a speci al assessment, the constitutionality and operation of these provisions of the Act have not been tested, meaning that such property could become exempt from the Special Tax. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax.

FDIC/Federal Government Interests in Properties

General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the FDIC, the Federal National Mortgage Association, the Drug Enforcement Agency, the Internal Revenue Se rvice, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pur suance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”

This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes t o foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

The City has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the 2025A Bonds are outstanding.

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FDIC. In the event that any financial institution making any loan which is secured by real property within Improvement Area B is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited.

The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value.

According to the Policy Statement, the FDIC will pay its property tax obligations when they become due an d payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. Th e FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts.

If any property taxes (including interest) on FDIC -owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosur e without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non -ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agenc y, is exempt from Mello -Roos special taxes.

The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within Improvement Area B in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the 2019 Reserve Fund and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the 2025A Bonds.

Depletion of 2019 Reserve Fund

The 2019 Reserve Fund is to be maintained at an amount equal to the 2019 Reserve Requirement for the 2019A Bonds, the 2025A Bond s and any Related Parity Bonds . See “SECURITY FOR THE 2025A BONDS – 2019 Reserve Fund.” The 2019 Reserve Fund will be used to pay principal of and interest on the 2019A Bonds, the 2025A Bonds (and any Related Parity Bonds) if insufficient funds are available from the proceeds of the levy and collection of the Special Tax against property within Improvement Area B of the District. If the 2019 Reserve Fund is depleted, it can be replenished from the proceeds of the levy and collection of the Special Taxes that exceed the amounts to be paid to the owners of the 2019A Bonds and the 2025A Bonds (and any Related Parity Bonds) under the Fiscal Agent Agreement. However, because the Special

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Tax levy is limited to the maximum annual Special Tax rates, it is possible that no replenishment would be possible if the Special Tax proceeds, together with other available funds, remain insufficient to pay all such amounts. Thus , it is possible that the 2019 Reserve Fund will be depleted and not be replenished by the levy and collection of the Special Taxes.

[Risks Associated with the Reserve Policy Provider

The City may elect to fund the 2019 Reserve Fund with a Reserve Policy. The City can provide no assurances that the provider of the Reserve Policy will be able to meet its obligations under the Reserve Policy, if and when required to do so. In addition, any change in the ratings of the provider could impact the price of the 2025A Bonds in the secondary market.]

[Risks Associated with Bond Insurance

Before the delivery of the 2025A Bonds, the City will pay the premiums for the Policy and the Reserve Policy. The City can provide no assurances that the Bond Insurer will be able to meet its obligations under the Policy or the Reserve Policy, if and when required to do so. In addition, any change in the ratings of the Bond Insurer could impact the price of the 2025A Bonds in the secondary market.]

Bankruptcy Delays

The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax, as discussed in “SECURITY FOR THE 2025A BONDS,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2025A 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 and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2025A Bonds.

In addition, the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the de linquent Special Taxes in excess of the reduced lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien for the Special Tax, or any such delay or non-payment, would increase the likelihood of a delay or default in payment of the principal of and interest on the 2025A Bonds and the possibility of delinquent Special Taxes not being paid in full.

The chances are increased that the 2019 Reserve Fund established for the 2025A Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes.

As a result, sufficient moneys would not be available in the 2019 Reserve Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2025A Bonds on a timely basis.

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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 or the District, or the administration of the 2025A Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2025A Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the Dissemination Agent. No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Disclosure to Future Purchasers

The City has recorded a notice of the Special Tax lien in the Office of the County Recorder.

While title companies normally refer to such notices in tit le reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such special tax obligation in the purchase of a parcel of land or a home in Improvement Area B or the lending of money secured by property in Improvement Area B. The Act and the Goals and Policies require the subdivider of a subdivision (or its agent or representative) to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form.

California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with these requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

Public Health Emergencies

In recent years, public health authorities have warned of threats po sed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers affected by a public health emergency may be unable to make their property and Facilities Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which m ay cause a delay in the receipt of Facilities Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.

No Acceleration Provisions

The 2025A Bonds do not contain a provision allowing for their acceleration in the event of a payment default or other default under the terms of the 2025A Bonds or the Fiscal Agent

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Agreement. Under the Fiscal Agent Agreement, a Bondholder is given the right for the equal benefit and protection of all Bond owners similarly situated to pursue certain remedies. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT.” So long as the 2025A Bond s are in book -entry form, DTC will be the sole Bondholder and will be entitled to exercise all rights and remedies of Bond holders.

Loss of Tax Exemption

As discussed under the caption “LEGAL MATTERS – Tax Exemption,” interest on the 2025A Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the 2025A Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement. The Fiscal Agent Agreement does not contain a special redemption feature triggered by the occurrence of an event of taxability.

As a result, if interest on the 2025A Bond s were to become inclu dable in gross income for purposes of federal income taxation, the 2025A Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to optional or mandatory redemption or redemption upon prepayment of the Special Taxes. See “THE 2025A BONDS – Redemption.”

IRS Audit of Tax-Exempt Bond Issues

The Internal Revenue Service (the “ IRS”) has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the 2025A Bonds will be selected for audit by the IRS. It is also possible that the market value of such 2025A Bonds might be affected as a result of such an audit of such 2025A Bonds (or by an audit of similar bonds or securities).

Impact of Legislative P roposals, Clarifications of the Code and Court Decisions on Tax Exemption

Future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2025A Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Bondowners from realizing the full current benefit of the tax status of such interest.

Voter Initiatives

Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.

Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash -flow problems in the payment of outstanding obligations such as the 2025A Bonds.

Proposition 218 —Voter Approval for Local Government Taxes —Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitat ions on the imposition of new or increased taxes, assessments and property-related fees and charges.

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On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

The Special Taxes and the 2025A Bonds were each authorized by not less than a two - thirds vote of the landowners within Improvement Area B of the District who constituted the qualified electors at the time of such voted authorization. The City believes, therefore, that issuance of the 2025A Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26.

Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on the City and its obligations can be determined.

Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted.

For example, in August 2014, in City of San Diego. v. Melvin Shapiro, an Appellate Court invalidated an election held by the City of San Diego to authorize the levying of special taxes on hotels city-wide pursuant to a city charter ordinance creating a convention center facilities district which specifically defined the electorate to consist solely of (1) the owners of real property in the city on which a hotel is located, and (2) the lessees of real property owned by a governmental entity on which a hotel is located. The court held that such landowners and lessees are neither “qualified electors” of the city for purposes of Articles XIII A, Section 4 of the California Constitution, nor a proper “electorate” under Article XIIIC, Section 2(d) of the California Constitution. The court specifically noted that the decision did not require the Court to consider the distinct question of whether landowner voting to impose special taxes under Section 53326(b) of the Act (which was the nature of the voter approval through which the District and Improvement Area B were formed) violates the California Constitution in districts that lack sufficient registered voters to conduct an election among registered voters. Accordingly, this case should have no effect on the levy of the Special Taxes by the City.

The City cannot predict the ultimate outcome or effect of any such judicial scrutiny, legislative actions, or future initiatives. These initiatives, and any future initiatives, may affect the collection of fees, taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2025A Bonds.

Secondary Market for Bonds

There can be no guarantee that there will be a secondary market for the 2025A Bonds or, if a secondary market exists, that any 2025A Bonds can be sold for any particular price. Prices of bond issues for which a market is being made will depend upon then-prevailing circumstances.

Such prices could be substantially different from the original purchase price.

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No assurance can be given that the market price for the 2025A Bonds will not be affected by the introduction or enactment of any future legislation (including without limitation amendments to the Tax Code), or changes in interpretation of the Tax Code, or any action of the IRS, including but not limited to the publication of proposed or final regulat ions, the issuance of rulings, the selection of the 2025A Bonds for audit examination, or the course or result of any IRS audit or examination of the 2025A Bond s or obligations that present similar tax issues as the 2025A Bonds.

LEGAL MATTERS

Legal Opinions

The legal opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the 2025A Bonds will be made available to purchasers at the time of original delivery and is attached in substantially final form as Appendix F.

Jones Hall, A Professional Law Corporation, San Francisco, California, has also served as Disclosure Counsel to the City. Richards, Watson and Gershon, San Francisco, California , will pass upon certain legal matters for the City. Stradling Yocca Carlson & Rauth, LLP, Newport Beach, California, is serving as counsel to the Underwriter.

Tax Exemption

Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2025A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, such interest on the 2025A Bonds may be taken into account for the purpose of computing the alternative minimum tax imposed on certain corporations.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) that must be satisfied subsequent to the issuance of the 2025A Bonds in order that the interest thereon be, and continue to be, exclud able from gross income for federal income tax purposes.

The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2025A Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2025A Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2025A Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "bond premium" for purposes of federal income taxes and State of California personal income taxes.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph o f this section. The original issue discount accrues over the term to maturity of the 2025A Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with

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straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2025A Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2025A Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2025A Bonds who purchase the 2025A Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2025A Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2025A Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such 2025A Bonds is sold to the public.

Under the Tax Code, bond premium is amortized on an annual basis over the term of the 2025A Bond (said term being the shorter of the 2025A Bond's maturity date or its call date). The amount of bond prem ium amortized each year reduces the adjusted basis of the owner of the 2025A Bond for purposes of determining taxable gain or loss upon disposition. The amount of bond premium on a 2025A Bond is amortized each year over the term to maturity of the 2025A Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized bond premium is not deductible for federal income tax purposes. Owners of premium 2025A Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2025A Bonds.

California Tax St atus. In the further opinion of Bond Counsel, interest on the 2025A Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court de cisions may cause interest on the 2025A Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2025A Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by releva nt judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2025A Bonds, or as to the consequences of owning or receiving interest on the 2025A Bonds, as of any future date. Prospective purchasers of the 2025A Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2025A Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2025A 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 2025A Bonds, the ownership, sale or disposition of the 2025A Bonds, or the amount, accrual or receipt of interest on the 2025A Bonds.

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No Litigation

At the time of delivery of the 2025A Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the City has been served with process or threatened, which:

• in any way questions the powers of the City Council or the City or the District, or

• in any way questions the validity of any proceeding taken by the City Council in connection with the issuance of the 2025A Bonds, or

• wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the purchase contract with respect to the 2025A Bonds, or

• which, in any wa y, could adversely affect the validity or enforceability of the resolutions of the City Council adopted in connection with the formation of the District and Improvement Area B or the issuance of the 2025A Bond s, the Fiscal Agent Agreement, the Continuing Disclosure Certificate or the purchase contract with respect to the 2025A Bonds, or

• to the knowledge of the City, in any way questions the exclusion from gross income of the recipients thereof of the interest on the 2025A Bonds for federal income tax purposes, or

• in any other way questions the status of the 2025A Bonds under State tax laws or regulations.

CONTINUING DISCLOSURE

The City. The City will covenant for the benefit of owners of the 2025A Bonds to provide certain financial information and operating data relating to Improvement Area B of the District and the 2025A Bonds by not later than nine months after the end of the City's fiscal year (currently March 31 based on the District’s fiscal year end of June 30) (the “Annual Report”) and to provide notices of the occurrence of certain listed events.

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 specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in “APPENDIX E – FORM OF CITY CONTINUING DISCLOSURE CERTIFICATE.”

The City previously entered into numerous disclosure undertakings under the Rule in connection with the issuance of long -term obligations. The City has not failed to comply in all material aspects with any previous undertakings with regard to the Rule in the past five years.

Any failure by the City to comply with the provisions of its undertaking will not constitute a default under the Fiscal Agent Agreement (although owners of the 2025A Bonds will have any remedy available at law or in equity as provided in the undertaking). Nevertheless, a failure to comply must be r eported in accordance with the Rule. Such a failure may adversely affect the transferability and liquidity of the 2025A Bonds.

To ensure compliance with its continuing disclosure undertakings under the Rule in the future, the City has appointed the City’s Finance Director to coordinate the preparation and filing of annual disclosure reports in accordance with the City’s disclosure undertakings and has adopted policies and procedures related thereto. The City has also engaged Willdan Financial

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Services to serve as its dissemination agent and assist the City in complying with its continuing disclosure undertakings.

[RATINGS]

[S&P Global Ratings is expected to assign its municipal bond rating of “__” to the 2025A Bonds with the understanding that the Bond Insurer will issue the Policy concurrently with the delivery of the 2025A Bonds. S&P Global Ratings has assigned an underlying rating of “__” to the 2025A Bonds.

Such ratings reflect only the views of such rating agency, and an explanation of the significance of such ratings, and any outlook associated with such ratings, may be obtained by contacting the rating agency at: S&P Global Ratings, 55 Water Street, New York, New York 10041. Such ratings are not a recommendation to buy, sell or hold the 2025A Bonds. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be rev ised downward or withdrawn entirely by such organizations, if in the rating agency’s judgment circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2025A Bonds.]

UNDERWRITING

The 2025A Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), at a purchase price of $_________ (which represents the aggregate principal amount of the 2025A Bonds ($_________), less a net original issue discount of $_________, less an Underwriter's discount of $_________).

The purchase agreement relating to the 2025A Bonds provides that the Underwriter will purchase all of the 2025A Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase agreement.

The Underwriter may offer and sell the 2025A Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page hereof. The offering prices may be changed from time to time by the Underwriter.

PROFESSIONAL FEES

In connection with the issuance of the 2025A Bonds, fees or compensation payable to certain professionals are contingent upon the issuance and delivery of the 2025A Bonds. Those professionals include:

 the Underwriter;
 Stradling Yocca Carlson & Rauth, LLP, as Underwriter’s Counsel;  PFM Financial Advisors LLC, as municipal advisor;
 Goodwin Consulting Group, Inc., as special tax consultant;  The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent.

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EXECUTION

The execution and delivery of the Official Statement by the City have been duly authorized by the City Council, acting as the legislative body of the District.

CITY OF FAIRFIELD

By:

Finance Director

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APPENDIX A

GENERAL INFORMATION ABOUT THE CITY OF FAIRFIELD AND SOLANO COUNTY

The following information concerning the City of Fairfield (the " City") and Solano County (the “ County”) are included only for the purpose of supplying general info rmation regarding the community. The 2025A Bonds are not a debt of the City, the County, the State of California (the “ State”) or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor.

General

The City, which comprises approximately 37 square miles, is located in the County approximately 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, 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 distr icts to finance public improvements required by new projects. This rapid expansion in manufacturing, logistics, warehousing and distribution has led to substantial growth in population and employment.

Another major contributor to the City’s economy is Tra vis Air Force Base, the largest employer of both the City and the County. As of September 30, 2019 (the date of Travis Air Force Base’s latest economic impact report), the partnership between Travis Air Force Base and the County generated 12,864 indirect jobs, totaling an estimated annual dollar value of $326,626,768.

Travis Air Force Base also awarded more than $211 million worth of contracts to local businesses for work on construction, operations and maintenance of base infrastructure projects.

Municipal Government

The City was incorporated in 1892 and operates under a council/manager form of government. All municipal departments operate under the supervision of the City Manager. The City Council consists of a Mayor elected at large for a four -year term and four other Council members elected at large for overlapping four-year terms.

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Population

The Fairfield area experienced significant growth over the 1980's. The population of the City was 58,099 as of the 1980 census. By January 1, 1990 the population of the City was estimated to be 77,211, a percentage increase of approximately 33% over this ten -year period.

Further growth occurred during the 1990's, when the population grew another 25% over this ten- year period. From 2000 to 2010, the population continued to expand, increasing by approximately

9.5% over that period.

Population estimates for calendar years 1980, 1990, 2000, 2010, and the past five years in the City, the County, and the State are shown in the following table.

CITY OF FAIRFIELD, COUNTY OF SOLANO AND STATE OF CALIFORNIA Population Estimates
Calendar Years 1980, 1990, 2000, 2010, and 2020 through 2024

Year City of Fairfield Solano County State of California 1980 58,099 235,203 23,668,562
1990 77,211 339,471 29,758,213
2000 96,178 394,930 33,873,086
2010 105,321 413,344 37,253,956
2020 120,447 453,491 39,538,223
2021 119,990 450,122 39,327,868
2022 119,395 447,027 39,114,785
2023 120,036 445,506 39,061,058
2024 120,339 446,426 39,128,162

Source: State Department of Finance estimates.

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Employment and Industry

The unemployment rate in the Solano County was 5.1% in December 2024, down from a revised 5.3% in November 2024, and above the year-ago estimate of 5.0%. This compares with an unadjusted unemployment rate of 5.2% for California and 3.8% for the nation during the same period.

The table below shows the Vallejo -Fairfield Metropolitan Statistical Area’s labor patterns during 2019 through 2023.

VALLEJO-FAIRFIELD METROPOLITAN STATISTICAL AREA
(SOLANO COUNTY)
Civilian Labor Force, Employment and Unemployment
(Annual Averages)
(March 2023 Benchmark)

2019 2020 2021 2022 2023
Civilian Labor Force (1) 208,100 201,800 200,200 200,900 203,100 Employment 200,200 182,100 185,400 192,300 193,600
Unemployment 7,900 19,700 14,900 8,600 9,400
Unemployment Rate 3.8% 9.7% 7.4% 4.3% 4.7%
Wage and Salary Employment: (2)
Agriculture 1,500 1,500 1,600 1,600 1,400
Mining and Logging 500 400 300 300 300
Construction 12,300 11,100 11,600 12,100 11,600
Manufacturing 11,100 10,900 10,900 11,200 11,100
Wholesale Trade 4,400 4,100 4,000 4,100 4,200
Retail Trade 17,800 16,700 17,500 17,600 17,500
Trans., Warehousing, Utilities 4,800 4,900 5,200 5,500 5,600 Information 1,200 800 800 900 900
Finance and Insurance 3,400 3,400 3,200 3,000 2,900
Professional and Business Services 10,200 9,700 10,400 10,900 11,000 Educational and Health Services 29,000 27,900 27,600 28,500 29,800 Leisure and Hospitality 16,100 12,300 13,600 15,500 16,000 Other Services 4,700 4,000 4,200 4,700 5,000
Federal Government 3,600 3,600 3,600 3,400 3,300
State Government 5,400 5,400 5,200 5,200 5,000
Local Government 15,800 14,400 14,100 14,800 15,500
Total all Industries (3) 143,400 132,800 135,400 141,100 143,000

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.

A-4
Largest Employers

Employment in the City area traditionally is centered around food processing, financial and service employees and the public sector. The following table lists some of the largest employers located within the City.

CITY OF FAIRFIELD
Largest Employers
June 30, 2024

Employer Name Type Jobs
Travis Air Force Base Military Base 13,414
County of Solano Government 2,633
Fairfield-Suisun Unified School District Education 2,213 Northbay Medical Center Hospital 1,969
Solano Community College Education 750
Partnership Health Plan Healthcare Group 561
City of Fairfield Government 553
Jelly Belly Candy Co. Candy & Confections 489
Sutter Regional Medical Foundation Insurance 475
Westamerica Bancorporation Banking 418

Source: City of Fairfield Annual Comprehensive Financial Report for fiscal year ended June 30, 2024.

A-5
Major Employers

The table below lists the major employers in the County as of February 2025, listed alphabetically.

Solano County
Major Employers
(Listed Alphabetically)
February 2025

Employer Name Location Industry
California Medical Facility Vacaville Hospitals
Collins Aerospace Fairfield Aircraft Components-Manufacturers Duravent Inc Vacaville Ventilating Equipment (whls)
Fairfield Medical Offices Fairfield Physicians & Surgeons Flatiron Construction Corp Benicia General Contractors
Guittard Chocolate Co Fairfield Chocolate & Cocoa-Manufacturers Jelly Belly Candy Co Fairfield Candy & Confectionery-Manufacturers Kaiser Permanente Vallejo Med Vallejo Hospitals
Macy's Fairfield Department Stores
Northbay Healthcare Green Vly Fairfield Health Services Northbay Medical Ctr Fairfield Hospitals
Northbay Vacavalley Hospital Vacaville Hospitals
Quick Lane Fairfield Tire-Dealers-Retail
River Delta Unified Sch Dist Rio Vista Schools
Six Flags Discovery Kingdom Vallejo Amusement & Theme Parks Solano County Fairfield General Government Support
Solano County Sheriff Fairfield Civil Enforcement
Solano County Special Edu Fairfield Schools
Sutter Solano Medical Ctr Vallejo Hospitals
Touro University California Vallejo University-College Dept/Facility/Office Travis Air Force Base Travis AFB Military Bases
USDA Forest Svc Vallejo Government Offices-Federal
Valero Benicia Refinery Benicia Crude Oil-Petroleum Refineries Vallejo City Manager's Office Vallejo City Government-Executive Offices Walmart Supercenter Dixon Department Stores

Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2025 1st Edition.

A-6
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 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 pensio ns 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 calendar years 2021 through 2025.

EFFECTIVE BUYING INCOME
For Calendar Years 2021 Through 2025

Year and Area
Total Effective
Buying Income
(000s omitted)
Median Household
Effective
Buying Income

2021 City of Fairfield $3,956,297 $78,067
County of Solano 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
County of Solano 16,095,586 81,515
California 1,452,426,153 77,058
United States 11,208,582,541 64,448

2023 City of Fairfield $4,041,044 $81,551
County of Solano 16,044,120 81,403
California 1,461,799,662 77,175
United States 11,454,846,397 65,326

2024 City of Fairfield $4,182,467 $85,615
County of Solano 16,238,988 83,539
California 1,510,708,521 80,973
United States 11,987,185,826 67,876

2025 City of Fairfield $4,245,900 $84,469
County of Solano 16,525,335 83,205
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
_______________________
Source: Claritas, LLC.

A-7
Commercial Activity

A summary of historic taxable sales within the City and the County during the past five years in which data is available is shown in the following table.

Total taxable transactions in the City during the first three quarters of calendar year 2024 were reported to be $1,872,497,110, a 1.40% decrease from the total taxable transactions of $1,899,079,808 reported during the first three quarters of calendar year 2023.

CITY OF FAIRFIELD
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions ($000s)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits

Taxable
Transactions

2019 1,631 $1,327,134 2,610 $2,058,847
2020 1,786 1,263,571 2,876 1,909,404
2021 1,680 1,569,006 2,711 2,320,891
2022 1,724 1,657,114 2,792 2,576,538
2023 1,626 1,649,372 2,662 2,520,549

Source: State Department of Tax and Fee Administration.

Total taxable transactions in the County during the first three quarters of calendar year 2024 were reported to be $7,472,699,049, a 2.23% decrease from the total taxable transactions of $7,643,361,407 reported during the first three quarters of calendar year 2023.

SOLANO COUNTY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions ($000s)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits

Taxable
Transactions

2019 6,490 $5,278,624 10,539 $8,251,272
2020 6,996 5,511,263 11,553 8,259,715
2021 6,598 6,414,957 11,000 9,733,516
2022 6,709 6,680,984 11,253 10,432,958
2023 6,430 6,580,055 10,898 10,322,605

Source: State Department of Tax and Fee Administration.

A-8
Building Activity

The tables below summarize building activity in the City and the County for the past five available years.

CITY OF FAIRFIELD
Total Building Permit Valuations
(Valuations in Thousands)*

2019 2020 2021 2022 2023
Permit Valuation
New Single-family $111,515.6 $125,040.2 $99,108.8 $82,323.7 $69,791.3 New Multi-family 35,889.3 67,956.5 6,733.8 200.0 3,500.0 Res. Alterations/Additions 14,254.4 7,671.8 15,695.0 14,049.4 3,530.0 Total Residential 161,659.3 200,668.5 99,108.8 82,323.7 69,791.3

New Commercial 18,027.1 15,751.2 16,228.9 15,043.9 4,500.0 New Industrial 5,854.5 27,440.0 28,476.7 37,247.7 0.0
New Other 2,394.6 610.6 726.5 1,693.8 4,077.6
Com. Alterations/Additions 31,272.5 12,849.4 10,700.2 25,767.3 17,745.9 Total Nonresidential 57,548.7 56,651.2 56,132.3 79,752.7 26,323.5

New Dwelling Units
Single Family 450 411 311 272 266
Multiple Family 56 471 7 15 42
TOTAL 456 882 318 287 308

*Subtotals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

COUNTY OF SOLANO
Total Building Permit Valuations
(Valuations in Thousands)*

2019 2020 2021 2022 2023
Permit Valuation
New Single-family $295,149.8 $268,545.4 $278,390.1 $236,769.7 $170,010.9 New Multi-family 35,889.3 98,968.6 79,671.6 132,532.4 19,997.5 Res. Alterations/Additions 69,033.4 36,717.8 43,676.2 44,527.5 33,662.2 Total Residential 400,072.5 404,231.8 401,737.9 413,829.6 233,670.6

New Commercial 99,650.4 52,595.3 56,714.4 55,844.8 20,040.0 New Industrial 7,350.2 29,922.0 35,643.2 38,282.4 0.0
New Other 20,518.4 18,403.6 26,915.0 37,414.5 32,133.3
Com. Alterations/Additions 79,382.4 71,558.4 32,691.6 58,833.6 44,167.2 Total Nonresidential 206,901.4 172,479.3 151,964.2 190,375.3 96,340.5

New Dwelling Units
Single Family 1,147 981 909 872 646
Multiple Family 56 716 347 603 144
TOTAL 1,203 1,697 1,256 1,475 790

*Subtotals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

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APPENDIX B

RATE AND METHOD OF APPORTIONMENT FOR

IMPROVEMENT AREA B OF THE CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)

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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT

D-1

APPENDIX D

DTC AND THE BOOK-ENTRY ONLY SYSTEM

The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the 2025A Bonds, payment of principal, interest and other payments on the 2025A Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based s olely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Securities (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the information contained in this Appendix.

No assurances can be given 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 Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, 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.

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities 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 Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. 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 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 Partic ipants”) 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 Partici pants’ 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

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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 Standard & Poor’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 contained on this Internet site is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct 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 Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners wi ll not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities 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 Securities 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 Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities 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.

5. 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, subj ect to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices t o 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.

6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date.

The Omnibus Proxy assigns Cede & Co.’s con senting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

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8. Redemption proceeds, distributions, and dividend payments on the Securities 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 Issuer or Agent, 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, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reason able notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

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

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APPENDIX E

FORM OF CONTINUING DISCLOSURE CERTIFICATE

CONTINUING DISCLOSURE CERTIFICATE

$____________

IMPROVEMENT AREA B OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)
SPECIAL TAX BONDS, SERIES 2025A

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Fairfield (the “City”) in connection with the issuance of the bonds captioned above (the “ 2025A Bonds”). The 2025A Bonds are being issued pursuant to a Fiscal Agent Agreement dated as of August 1, 2019 (the “Master Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon, N.A., as fiscal agent (the “Fiscal Agent”) , as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (as supplemented, the “Fiscal Agent Agreement”). The City hereby covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the 2025A Bonds and in order to assist the Participating Underwriter in complyin g with S.E.C. Rule 15c2-12(b)(5).

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

“Annual Report ” means any Annual Report provided by the City 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 City 's fiscal year (currently March 31 based on the District’s fiscal year end of June 30).

“Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.

“District” means the City of Fairfield Community Facilities District No. 2016 -1 (Villages at Fairfield).

“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.

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“Official Statement” means the final official statement dated _________, 2025, executed by the City in connection with the issuance of the 2025A Bonds.

“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, the original underwriter of the 2025A Bonds required to comply with the Rule in connection with offering of the 2025A 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 City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2026, with the report for the 2024-25 fiscal year, 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. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report t o the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to det ermine if the City 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 City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c).

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

(i) determine each year prior to the Annual Report Date t he 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 City, file a report with the City and the Participating Underwriter certif ying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports . The City's Annual Report shall contain or incorporate by reference the following documents and information:

(a) The City's audited financial statements for the most recently completed fiscal year, prepared in accordance with Generally Accepted Accounting Principles as promulgated to apply to governmental entities from time to time by the Gover nmental Accounting Standards Board, together with the following statement:

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THE CITY'S ANNUAL FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S
INTERPRETATION OF RULE 15c2-12. NO FUNDS OR ASSETS OF THE CITY OR THE

DISTRICT, OTHER THAN SPECIAL TAX REVENUES FROM IMPROVEMENT AREA B

OF THE DISTRICT, ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE 2025A BOND S, AND NEITHER THE CITY NOR THE DISTRICT IS OBLIGATED TO ADVANCE AVAILABLE FUNDS TO COVER ANY DELINQUENCIES. INVESTORS

SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY OR THE DISTRICT IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE 2025A BONDS.

(b) To the extent not inclu ded in the audited financial statements, the following information:

(i) Total assessed value (per the Solano County Assessor’s records) of all parcels currently subject to the Special Tax within Improvement Area B of the District, showing the total secured assessed valuation for all property subject to the Special Tax, substantially in the form of Table 2 in the Official Statement.

(ii) The total dollar amount of delinquencies, if any, in Improvement Area B of the District as of August 1 of the prior cale ndar year and, if the total delinquencies within Improvement Area B of the District as of August 1 in the prior calendar year exceed 5% of the Special Tax for the previous fiscal year, delinquency information for each parcel responsible for more than $5,00 0 in the payment of Special Tax, amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel.

(iii) The amount of prepayments of the Special Tax for the prior Fiscal Year.

(iv) The principal amount of the 2025A Bonds and 2019A Bonds outstanding and the balance in the 2019 Reserve Fund (along with a statement of the 2019 Reserve Requirement) as of the September 30 next preceding the Annual Report Date, including the issuance date and principal amount of any additional bonds or obligations issued under the Fiscal Agent Agreement on a parity with the 2025A Bonds and the 2019A Bonds.

(vi) An u pdated table in substantially the form of Table 3 in the Official Statement based upon the assessed values within Improvement Area B as reflected in the most recent equalized tax roll prior to the September next preceding the Annual Report Date and solely with respect to Improvement Area B.

(vii) Any changes to the Rate and Method of Apportionment of Special Tax for the District set forth in Appendix B to the Official Statement.

(viii) A copy of the most recent annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the Act and relating generally to outstanding Community Facilities District bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information.

(c) In addition to any of the information expressly required to be provided under paragraph (b) above, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circums tances under which they are made, not misleading.

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(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 City or related public entities, which are available t o the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

Section 5. Reporting of Listed Events.

(a) The City 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 S ervice 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 2025A Bonds, or other material events affecting the tax status of the 2025A Bonds.

(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 District.

(13) The consummation of a merger, consolidation, or acquisition involving the City, or the sale of all or substantially all of the assets of the City (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 Fiscal Agent or the change of name of the Fiscal Agent, if material.

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

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

(b) Upon the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) 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 Fiscal Agent Agreement.

(c) The City 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 affectin g the tax status of the 2025A Bonds. The City 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. Upon occurrence of any of these Listed Events, the City 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 City 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 offic er for the City 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 City, 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 City.

(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 the Rule.

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 City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in

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full of all of the 2025A Bonds. If such termination occurs prior to the final maturity of the 2025A Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The City 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 will be Willdan Financial Services . Any Dissemination Agent may resign by providing 30 day’s prior written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, 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 an obligated person with respect to the 2025A Bonds, 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 th e Rule at the time of the primary offering of the 2025A 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 2025A Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of the Fiscal Agent or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the 2025A 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 financial information filed pursuan t 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 the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or informa tion 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 City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City 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 E vent, in addition to that

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which is required by this Disclosure Certificate. If the City chooses 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 City 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. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the 2025A Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City 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 Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only suc h duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it 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 neglige nce or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Property Owner, the Fiscal Agent, the Bond owners or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2025A Bonds.

Section 13. Beneficiaries. This D isclosure Certificate shall inure solely to the benefit of the City, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the 2025A 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.

Date: ______________, 2025

CITY OF FAIRFIELD

By:

City Manager

AGREED AND ACCEPTED:

WILLDAN FINANCIAL SERVICES,
as Dissemination Agent

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By:

Name:

Title:

Its:

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APPENDIX F

FORM OF OPINION OF BOND COUNSEL

_________, 2025

City Council
City of Fairfield
1000 Webster Street
Fairfield, CA 94533

OPINION: $_______ Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2025A

Members of the City Council:

We have acted as bond counsel to the City of Fairfield (the “City”) in connection with the issuance by the City of the special tax bonds captioned above, dated as of the date first written above (the "Bonds").

In such capacity, we have examined such law and such certified proceedings, opinions, certifications and other documents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being sections 53311 et seq. of the California Government Code (the “Act”), resolutions of the City Council adopted on March 18, 2025 (the “Resolution”), and a Fiscal Agent Agreement dated as of August 1, 2019 (the “Master Fiscal Agent Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”), as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (as supplemented, the “Fiscal Agent Agreement”).

Under the Fiscal Agent Agreement, the City has pledged certain revenues (“Special Tax Revenues”) for the payment of principal, premium (if any) and interest on the Bonds when due.

Regarding questions of fact material to our opinion, we have relied on representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based on the foregoing, we are of the opinion that, under existing law:

1. The City is a general law city duly organized and existing under the laws of the State of California, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and issue the Bonds.

2. The Fiscal Agent Agreement has been duly authorized, executed and delivered by the City, and constitutes a valid and binding obligation of the City, enforceable against the City.

3. The Fiscal Agent Agreement creates a valid lien on the Special Tax Revenues and other funds pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with other bonds issued or to be issued in accordance with the Fiscal Agent Agreement.

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4. The Bonds have been duly authorized and executed by the City and are valid and binding limited obligations of the City, payable solely from the Special Tax Revenues and other funds provided therefor in the Fiscal Agent Agreement.

5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It should be noted however that interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding sentences are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The City has made certain representations and covenants in order to comply with e ach such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Fiscal Agent Agreement are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions, and any assumptions expressed herein, and in reliance upon the representations, and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

A Professional Law Corporation

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APPENDIX G

COMMUNITY FACILITIES DISTRICT BOUNDARY MAP

Fairfield City CouncilApril 1, 2025

Fairfield City Council
April 1, 2025