Agenda Draft
FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT
by and between the
CITY OF FAIRFIELD
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of April 1, 2025
RELATING TO
$[PRINCIPAL AMOUNT]
IMPROVEMENT AREA B OF THE
CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD) SPECIAL TAX BONDS, SERIES 2025A
- i -
FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT
TABLE OF CONTENTS
Section 1. Authorization ................................................................................................................. 3 Section 2. Equal Security ............................................................................................................... 3 Section 3. Supplement to Master Fiscal Agent Agreement ........................................................... 3
ARTICLE X
DEFINITIONS; AUTHORIZATION AND PURPOSE OF 2025A
BONDS; EQUAL SECURITY
Section 10.01. Definitions ..................................................................................................................... 3 Section 10.02. Rules of Construction .................................................................................................... 4
ARTICLE XI
TERMS OF 2025A Bonds
Section 11.01. General. ........................................................................................................................ 5 Section 11.02. Other Terms of the 2025A Bonds. ................................................................................ 6 Section 11.03. Redemption of 2025A Bonds. ....................................................................................... 7 Section 11.04. Continuing Disclosure ................................................................................................... 9 Section 11.05. Private Activity Bond Limitations ................................................................................... 9 Section 11.06. Federal Guarantee Prohibition ...................................................................................... 9 Section 11.07. Rebate Requirement ..................................................................................................... 9 Section 11.08. No Arbitrage ................................................................................................................ 10 Section 11.09. Yield of the 2025A Bonds ........................................................................................... 10 Section 11.10. Maintenance of Tax-Exemption .................................................................................. 10 Section 11.11. Record Retention ........................................................................................................ 10 Section 11.12. Compliance with Tax Certificate ................................................................................. 10
ARTICLE XII
ISSUE OF 2025A BONDS
Section 12.01. Issuance of 2025A Bonds ........................................................................................... 11 Section 12.02. Application of Proceeds of Sale of 2025A Bonds ....................................................... 11 Section 12.03. 2025 Costs of Issuance Fund ..................................................................................... 12 Section 12.04. 2025 Improvement Account ........................................................................................ 12 Section 4. Reserved ..................................................................................................................... 14 Section 5. Attachment of Exhibit E ............................................................................................... 14 Section 6. Attachment of Exhibit F ............................................................................................... 14 Section 7. Limitation on Principal Amount of Parity Bonds .......................................................... 14 Section 8. Applicable Law ............................................................................................................ 14 Section 9. Conflict with Act ........................................................................................................... 14 Section 10. Conclusive Evidence of Regularity ............................................................................. 14 Section 11. Confirmation of Master Fiscal Agent Agreement; Conflict With Master Fiscal Agent Agreement ................................................................................................... 14 Section 12. Electronic Signatures .................................................................................................. 14 Section 13. Counterparts ............................................................................................................... 15
APPENDIX 1 EXHIBIT E - FORM OF SERIES 2025A BONDS
APPENDIX 2 EXHIBIT F - OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM 2025A COSTS OF ISSUANCE FUND
1 FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT
THIS FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT, dated as of April 1, 2025 (the “ First Supplement to Fiscal Agent Agreement ”), by and between the CITY OF FAIRFIELD, a general law city organized and existing under and by virtue of the Constitution and laws of the State of California (the “ City”) for and on behalf of the "City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) " (the “CFD”) with respect to its “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield)" (the “ Improvement Area B”), and THE BANK OF NE W YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in San Francisco, California, as fiscal agent (the “Fiscal Agent”);
W I T N E S S E T H :
WHEREAS, the City Council of the City (the “ City Council ”) previously conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), to form the CFD and Improvement Area B, to authorize the levy of special taxes (" Special Taxes") upon the land within Improvement Area B and to issue bonds secured by the Special Taxes for financing certain public improvements (“Facilities”), all as described in those proceedings; and
WHEREAS, pursuant to Resolution No. 2019-179, and a Fiscal Agent Agreement, dated as of August 1, 2019 (the “ Master Fiscal Agent Agreement ”; as supplemented, the “Agreement”), the City previously issued the Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2019A, in the initial principal amount of $19,865,000 (the “2019A Bonds”); and
WHEREAS, the City wishes to provide for the issuance of a series of Parity Bonds and Related Parity Bonds (as defined in the Master Fiscal Agent Agreement) on behalf of the CFD with respect to Improvement Area B under Section 3.06 of the Master Fiscal Agent Agreement for the purpose of paying for the costs of acquiring and constructing the Facilities, which Parity Bonds shall be entitled “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2025A” (the “2025A Bonds”); and
WHEREAS, Section 8.01 (B)(v) of the Master Fiscal Agent Agreement provides that the Master Fiscal Agent Agreement and the rights and obligations of the City and of the Owners may be modified or amended at any time by a Supplemental Agreement in connection with the issuance of Parity Bonds, without the consent of any Owners, but with the written consent of the Fiscal Agent, after the Fiscal Agent has been furnished an opinion of counsel that the amendment complies with the provisions of Section 8.01 of the Master Fiscal Agent Agreement; and
WHEREAS, the Fiscal Agent has received an opinion of counsel that this First Supplement to Fiscal Agent Agreement, to the extent it amends the Master Fiscal Agent
2 Agreement as described in the preceding Whereas clause, complies with Section 8.01 of the Master Fiscal Agent Agreement; and
WHEREAS, on March 18, 2025 , the City Council adopted Resolution No. __________ (the “Resolution”) authorizing the issuance of the 2025A Bonds for and on behalf of the CFD with respect to Improvement Area B; and
WHEREAS, in order to provide for the authentication and delivery of the 2025A Bonds, to establish and declare the terms and conditions upon which the 2025A Bonds are to be issued and to secure the 2025A Bonds by a lien and charge upon the Special Taxes and the respective funds and accounts established under the Master Fiscal Agent Agreement equal to and on a parity with the lien and charge securing the outstanding 2019A Bond s, the City Council has authorized the execution and delivery of this First Supplement to Fiscal Agent Agreement; and
WHEREAS, it is in the public interest and for the benefit of the City, the CFD and the persons responsible for the payment of special taxes that the City enter into this First Supplement to Fiscal Agent Agreement to provide for the issuance of the 2025A Bond s hereunder to finance the acquisition and construction of facilities for the CFD and to provide for the disbursement of Proceeds of the 2025A Bonds, the disposition of the special taxes securing the 2025A Bonds and the administration and payment of the 2025A Bonds; and
WHEREAS, the City has determined that all acts and proceedings required by law and the Master Fiscal Agent Agreement necessary to make the 2025A Bonds, when executed by the City, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City , and to constitute this First Supplement to Fiscal Agent Agreement a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this First Supplement to Fiscal Agent Agreement have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
3 Section 1. Authorization. Each of the parties represents and warrants that it has full legal authority and is duly empowered to enter into this First Supplement to Fiscal Agent Agreement and has taken all actions necess ary to authorize the execution of this First Supplement to Fiscal Agent Agreement by the officers and persons signing it.
Section 2. Equal Security. As Parity Bonds issued pursuant to Section 3.06 of the Master Fiscal Agent Agreement, the 2025A Bonds shall be secured by a lien and charge upon the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account), and, until disbursed as provided in the Fiscal Agent Agree ment, in the Special Tax Fund equal to and on a parity with the lien and charge securing the outstanding 2019A Bonds.
In addition, as Related Parity Bonds, the 2025A Bonds shall be secured by a first pledge of all moneys deposited in the 2019 Reserve Fund . The moneys in the 2019 Reserve Fund (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the 2019A Bonds, the 2025A Bonds and all Related Parity Bonds as provided in the Agreement and in the Act until all of the 2019A Bonds, the 2025A 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 Section 9.03.
In addition, the 2025A Bonds shall be secured by a first pledge of all moneys deposited in the 2025 Capitalized Interest Account.
Section 3. Supplement to Master Fiscal Agent Agreement . In accordance with the provisions of Section 8.01(v) of the Master Fiscal Agent Agreement , the Master Fiscal Agent Agreement is hereby amended by adding a supplement thereto consisting of new article s to be designated as Article X, XI and XII. Such Articles shall read in their entirety as follows:
ARTICLE X
DEFINITIONS; AUTHORIZATION AND PURPOSE OF 2025A BONDS; EQUAL
SECURITY
Section 10.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 10.01 shall, for all purposes of Articles X, XI and XII and for other purposes of th is Agreement, to the extent applicable , have the respective meanings specified in this Section 10.01. All terms used in Articles X, XI and XII and not otherwise defined in this Section 10.01 shall have the respective meanings given to such terms in Section 1.03 of the Agreement.
“Interest Payment Date” for the 2025A Bond s means March 1 and September 1 of each year, commencing September 1, 2025.
“Original Purchaser” and “Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, as the first purchaser of the 2025A Bonds from the City.
“2019A Bond s” means the Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2019A.
4 “2025 Capitalized Interest Account ” means the account within the Bond Fund designated the “ 2025 Capitalized Interest Account ” which fund is established pursuant to Section 12.02.
“2025 Closing Date” means the date of initial issuance and delivery of the 2025A Bonds hereunder.
“2025 Costs of Issuance Fund ” means the fund designated the “ 2025 Costs of Issuance Fund” which fund is established pursuant to Section 12.03.
“2025 Improvement Account” means the account within the Improvement Fund designated the “ 2025 Improvement Account” which fu nd is established pursuant to Section 12.04.
“2025A Bonds ” means the Bonds so designated and authorized to be issued under Section 11.01 hereof.
“2025A Term Bonds” means the 2025A Bond s maturing on September 1, ____, September 1, ____ and September 1, ___.
Section 10.02. Rules of Construction . All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of the Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to the Agreement as a whole and not to any particular Article, Section or subdivision hereof.
5 ARTICLE XI
TERMS OF 2025A BONDS
Section 11.01. General.
(A) Principal Amount; Designation. The 2025A Bonds in the aggregate principal amount of $[Principal Amount] are hereby authorized to be issued by the City under and subject to the Resolution of Issuance, the Act, other applicable laws of the State of California and the terms of the Agreement.
The 2025A Bonds shall be designated the “ Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2025A”.
(B) Maturity Dates; Interest Rates. The 2025A Bond s shall be dated the 2025 Closing Date, and shall mature on the dates and in the principal amounts and shall bear interest at the rates per annum set forth in the following schedule:
Maturity
(September 1)
Principal
Amount
Interest
Rate
(T)=2025A Term Bond
(C) Form; Denominations; Authentication. The 2025A Bonds shall be issued as fully registered Bonds without coupons. The 2025A Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The 2025A Bonds shall be issued in the denominations of $5,000 or any integral multiple in excess thereof.
The 2025A Bonds, the Fiscal Agent’s certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit E-1 attached hereto and by this reference incorpora ted herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.
6 (D) CUSIP Identification Numbers . “CUSIP” identification numbers may, at the election of the Original P urchaser of the 2025A Bonds, be imprinted on the 2025A Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2025A Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser t o accept delivery of and pay for the 2025A Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.
(E) Interest. The 2025A Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest on all 2025A Bonds shall be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Each 2025A Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless
(i) it is authenticated on an Interest Payment Date, in which event it shall 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 preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or
(iii) it is authenticated on or before the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Dated Date;
provided, however, that if at the time of authentication of a 2025A B ond, interest is in default thereon, such 2025A Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
(F) Method of Payment . Interest on the 2025A Bonds (including the fi nal 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 re gistration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer to an account located in the United States of America made on such Interest Payment Date upon written instr uctions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such 2025A Bonds are transferred to a new Owner.
The principal of and any interest and premium on the 2025A Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All 2025A Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2025A Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City.
Section 11.02. Other Terms of the Bonds . Except as otherwise set forth in this Article XI, Sections 2.05-2.10 shall govern the 2025A Bonds.
7 Section 11.03. Redemption of 2025A Bonds.
(A) Redemption Provisions.
(i) Optional Redemption . The 2025A Bond s maturing on or before September 1, _____ are not subject to optional redemption prior to their stated maturity.
The 2025A Bonds maturing on or after September 1, _____, 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, _____, and on any date thereafter, at a redemption price equal to 100% of the principal amount of 2025A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.
(ii) Mandatory Sinking Fund Redemption . The 2025A Term Bond maturing on September 1, ____, is 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 premi um, in the aggregate respective principal amounts all as set forth in the following table:
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
The 2025A Term Bond maturing on September 1, ____, is 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, without premium, in the aggregate respective principal amounts all as set forth in the following table:
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
The 2025A Term Bond maturing on September 1, ____, is 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,
8 without premium, in the aggregate respective principal amounts all as set forth in the following table:
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
Provided, however, if some but not all of the 2025A Term Bonds of a given maturity have been redeemed under subsection (i) above or subsection (iii) below, the total amount of all future Sinking Fund Payments relating to such maturity shall be reduced by the aggregate principal amount of 2025A Term Bonds of such maturity s o 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 shall be given by the City to the Fiscal Agent and the notice shall include a revised sinking fund schedule.
(iii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the 2019 Reserve Fund pursuant to Section
4.03(F) shall be used to redeem 2025A Bonds on the next Interest Payment Date for which notice o f redemption can timely be given under Section 11.03(D), among series and maturities as provided in Section 2.03(D)(iii), 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, ____
September 1, ____ and March 1, ____
September 1, ____ and March 1, ____
September 1, ____ and any Interest Payment Date thereafter
(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem Bonds under subsection (A)(i) and (A)(iii) not less than 45 days prior to the applicable redemption date or such lesser number of days as shall be authorized by the Fiscal Agent.
(C) Purchase of Bonds in Lieu of Redemption . In lieu of redemption under Section 11.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstandin g 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 n o 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 this Agreement. Any 2025A Bond s
9 purchased pursuant to this Section 11.03(C) shall be treated as outstanding 2025A Bond s under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director.
(D) Redemption Procedure by Fiscal Agent . The procedure set forth in Section
2.03(D) shall govern the redemption of the 2025A Bonds.
(E) 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 so called for redemption shall have been deposited in the Bond Fund, such 2025A Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall a ccrue thereon on or after the redemption date specified in the notice of redemption. All 2025A Bonds redeemed and purchased by the Fiscal Agent under this Section 11.03 shall be canceled by the Fiscal Agent.
The Fiscal Agent shall destroy the canceled 2025A Bonds in accordance with the Fiscal Agent’s retention policy then in effect.
Section 11.04. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of t he provisions of the Continuing Disclosure Certificate executed by the City on the 2025 Closing Date relating to the 2025A Bonds. Notwithstanding any other provision of the Master Fiscal Agent Agreement or this First Supplement to Fiscal Agent Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Fiscal Agent shall, at the request of any Participating Underwriter or the holders of at least 25% a ggregate principal amount of Outstanding 2025A Bonds, and upon receipt of indemnity satisfactory to the Fiscal Agent, or any holder or beneficial owner of the 2025A Bond s may, take such actions as may be necessary and appropriate to compel performance, inc luding seeking mandate or specific performance by court order.
Section 11.05. Private Activity Bond Limitations . The City shall assure that the proceeds of the 2025A Bond s are not so used a s to cause the 2025A Bond s to satisfy the private business tests of Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax Code.
Section 11.06. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2025A Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.
Section 11.07. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with Section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2025A Bond s. The Finance Director shall take note of any investment of monies hereunder in excess of the yield on the 2025A Bonds, and shall take such actions as are necessary to ensure compl iance with this Section 11.07, such as increasing the portion of the Special Tax levy for Administrative Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section. If necessary to satisfy its obligations under this Section 11.07, the City may use:
(A) Amounts in the 2019 Reserve Fund if the amount on deposit in the 2019 Reserve Fund, following the proposed transfer, is at least equal to the 2019 Reserve Requirement, and
10 amounts in any other reserve account for Parity Bonds that are not Related Parity Bonds to the extent permitted by the Supplemental Agreement;
(B) Amounts on deposit in the Administrative Expense Fund; and
(C) Any other funds available to the City, including am ounts advanced by the City, in its sole discretion, to be repaid as soon as practicable from amounts described in the preceding clauses (A) and (B).
Section 11.08. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2025A Bond s which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of is suance of the 2025A Bonds would have caused the 2025A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code.
Section 11.09. Yield of the 2025A Bond s. In determining the yield of the 2025A Bonds to comply with Sections 11.07 and 11.08, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the 2025 Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of the 2025A Bonds, without regard to whether or not prepayments are received or 2025A Bonds redeemed.
Section 11.10. Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2025A Bonds from the gross income of the Owners of the 2025A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the 2025A Bonds.
Section 11.11. Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the 2025A Bonds for at least 3 years after the 2025A Bonds mature or are redeemed (whichever is earlier); however, if the 2025A Bond s are redeemed and refunded, the City will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the 2025A Bonds.
Section 11.12. Compliance with Tax Certificate . The City will comply with the provisions of the Certificate as to Arbitrage and the Certificate Regarding Use of Proceeds with respect to the 2025A Bond s, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the 2025A Bonds.
11 ARTICLE XII
ISSUE OF 2025A BONDS
Section 12.01. Issuance of 2025A Bonds. Upon the execution and delivery of the First Supplement to Fiscal Agent Agreement and satisfaction of the requirements for issuance of Parity Bonds under Section 3.06, the City shall execute and deliver the 2025A Bond s in the aggregate principal amount set forth in Section 11.01 to the Fiscal Agent for authentication and delivery to the Original Purchaser thereof upon receipt by the Fiscal Agent of an Officer’s Certificate requesting authentication and delivery.
The Authorized Officers of the City are hereby authorized and directed to execute and deliver any and all documents and instruments necessary to cause the issuance of the 2025A Bonds in accordance with the provisions of the Act, the Resolution of Issuance and th is Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the Proceeds of the 2025A Bonds and to do and cause to be done any and all acts and things necessary or convenient for the timely delivery of the 2025A Bonds to the Original Purchaser.
The Fiscal Agent is hereby authorized and directed to authenticate the 2025A Bonds and deliver them to the Original Purchaser, upon receipt of the purchase price for the 2025A Bonds.
Section 12.02. Application of Proceeds of Sale of 2025A Bonds.
The Proceeds of the 2025A Bonds received from the Original Purchaser in the amount of $_______ (which is equal to the principal amount of the 2025A Bonds, plus a net original issue premium of $_____ and less an underwriter’s discount of $_______) shall be paid to the Fiscal Agent, which shall deposit the Proceeds on the 2025 Closing Date, as follows:
(i) $________ into the 2025 Costs of Issuance Fund;
(ii) $______ into the 2019 Reserve Fund;
(iii) $_____________ into the Bond Fund maintained and administered by the Fiscal Agent in accordance with Section 4.0 4 (which shall represent capitalized interest and be deposited into a 2025 Capitalized Interest Account, which is hereby established); and
(iv) $________ into the 2025 Improvement Account to pay for Project costs.
Amounts on deposit in the 2025 Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2025A Bonds as follows:
$______ shall be used on September 1, 2025 , and any remaining amounts shall be used on March 1, 2026. When the amount in the 2025 Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed.
12 Section 12.03. 2025 Costs of Issuance Fund.
(A) Establishment of 2025 Costs of Issuance Fund. The 2025 Costs of Issuance Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which deposit shall be made as required by Section 12.02. Moneys in the 2025 Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance attributable to the issuance of the 2025A Bonds.
(B) Disbursement. Amounts in the 2025 Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance attributable to the issuance of the 2025A Bonds, as set forth in a requisition substantially in the form of Exhibit G hereto, executed by the Finance Director, containing respective amounts to be paid to the designated payees and delivered to the Fiscal Agent. Each such requisition shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.
(C) Investment. Moneys in the 2025 Costs of Issuance Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Fiscal Agent in the 2025 Costs of Issuance Fund to be used for the purposes of such fund.
(D) Closing of Fund . The Fiscal Agent shall maintain the 2025 Costs of Issuance Fund for a period of 90 days from the 2025 Closing Date and then the Fiscal Agent shall deposit any moneys remainin g therein, including any investment earnings thereon, into the 2025 Improvement Account.
Section 12.04. 2025 Improvement Account.
(A) Establishment of the 2025 Improvement Account; Deposit. There is hereby established a separate account within the Improvement Fund to be held by the Fiscal Agent to be designated the “2025 Improvement Account,” to the credit of which deposit s shall be made as required by Section 12.02. Moneys in the 2025 Improvement Account shall be disbursed, except as otherwise provided in subsection ( D) of this Section, for the payment or reimbursement of the costs of the Project.
(B) Procedure for Disbursement . Disbursements from the 2025 Improvement Account shall be made by the F iscal Agent upon receipt of an Officer's Certificate substantially in the form of Exhibit B attached hereto which shall:
(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for payment of a Project cost or to reimburse expenditures of the City or any other party for Project costs previously paid), and the person to which the disbursement is to be paid; and
(ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement.
13 Each such requisition shall be sufficient ev idence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.
(C) Investment. Moneys in the 2025 Improvement Account shall be invested in accordance with Section 6.01. Interest earnings and profits from such investment shall be retained in the related fund or accounts to be used for the purpose of such fund or accounts.
(D) Closing of Fund . Upon the filing of an Officer’s Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund (including the 2025 Improvement Account), the Fiscal Agent shall transfer the amount, if any, remaining in the 2025 Improvement Account to the Bond Fund for application to Debt Service payments on the Bonds specified in the Officer’s Certificate.
14 Section 4. Reserved.
Section 5. Attachment of Exhibit E. The Master Fiscal Agent Agreement is hereby further amended by attaching thereto and incorporating therein an Exhibit E setting forth the form of the 2025A Bonds, which shall read substantially as set forth in Appendix 1 which is attached hereto and by this reference incorporated herein.
Section 6. Attachment of Exhibit F. The Master Fiscal Agent Agreement is hereby further amended by attaching thereto and incorporating therein an Exhibit F setting forth a form of requisition from the 2025 Costs of Issuance Fund, which shall read substantially as set forth in Appendix 2 which is attached hereto and by this reference incorporated herein.
Section 7. Limitation on Principal Amount of Parity Bonds . Notwithstanding the provisions of Section 5. 18 of the Master Fiscal Agent Agreement, following the issuance of the 2025A Bonds, the City will not issue more than $______ initial principal amount of Parity Bonds (exclusive of any Refunding Bonds).
Section 8. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.
Section 9. Conflict with Act. In the event of a conflict between any provision of this First Supplement to Fiscal Agent Agreement and any provision of the Act as in effect on the 2025 Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.
Section 10. Conclusive Evidence of Regularity . 2025A Bonds issued pursuant to this First Supplement to Fiscal Agent Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.
Section 11. Confirmation of Master Fiscal Agent Agreement; Conflict With Master Fiscal Agent Agreement . All representations, covenants, warranties and other provisions of the Master Fiscal Agent Agreement, unless specifically amended, modified or supplemented by this First Supplement to Fiscal Agent Agreement, are hereby confirmed as applicable to this First Supplement to Fiscal Agent Agreement. In the event of any conflict between the provisions of this First Supplement to Fiscal Agent Agreement and the Master Fiscal Agent Agreement, the provisions of this First Supplement to Fiscal Agent Agreement shall govern.
Section 12. Electronic Signatures. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or a ccept such contract or record) hereto or to any other certificate, agreement or document related to this transaction, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper -based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the California Uniform Electronic Transaction Act , Government Code Section 16.5, or any similar state law, and the parties hereby waive any objection to the contrary.
15 Section 13. Counterparts. This First Supplement to Fiscal Agent Agreement may be executed in counterparts, each of which shall be deemed an original.
16 IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this First Supplement to Fiscal Agent Agreement to be executed as of the date first written above.
CITY OF FAIRFIELD,
FOR AND ON BEHALF OF
CITY OF FAIRFIELD COMMUNITY FACILITIES
DISTRICT
NO. 2016-1 (VILLAGES AT FAIRFIELD)
By:
City Manager
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Officer
Exhibit E
APPENDIX 1
EXHIBIT E
FORM OF 2025A BOND
No. __ ***$______***
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
IMPROVEMENT AREA B OF THE
CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1
(VILLAGES AT FAIRFIELD)
SPECIAL TAX BOND, SERIES 2025A
INTEREST RATE MATURITY DATE DATED DATE
____% September 1, ______ ___________
REGISTERED OWNER:
PRINCIPAL AMOUNT: *********DOLLARS
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 “CFD”) with respect to its “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) " (“Improvement Area B”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in Improvement Area B or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered a ssigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from Dated Date set forth above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for (unless this Bond is authenticated on or before an Interest Payment Date (as hereinafter defined) and after the close of business on the Record Date (as hereinafter define d) preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to August 15, 2025, in which event it shall bear interest from the Dated Date identified above, payable semiannually on each March 1 and September 1, commencing September 1, 2025 (each an “Interest Payment Date”), at the interest rate set forth above, until the principal amount hereof is paid or made available for payment provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment.
Principal of and interest on the Bonds (including the final interest payment upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check of the
Exhibit E
Fiscal Agent (defined below) 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 Bonds delivered to the Fiscal Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent or such other place as designated by the Fiscal Agent.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $[Principal Amount] approved by Resolution No. _____ of the City Council of the City , adopted on March 18, 2025 (the “Resolution”), under the Mello -Roos Community Facilities Act of 1982, as amended, sections 53311, et seq., of the California Government Code (the “Act”) for the purpose of funding certain facilities for the CFD, and is one of the series of bonds designated “Improvement Area B of the City of Fairfield Community Facilities District No. 2016-1 (Villages at Fairfield) Special Tax Bonds, Series 2025A ” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of August 1, 2019, as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (as supplemented, the “Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., (the “Fiscal Agent”) and this reference incorporates the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.
Pursuant to the Act, the Resolution and the Agreement, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within Improvement Area B (the “Special Tax”) and certain funds held under the Agreement. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City, as may be permitted by law. The Bonds are payable on a parity basis with the following outstanding Parity Bonds (as defined in the Agreement) : the $ 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 Bonds constitute “ Related Parity Bonds” under the Agreement and are secured on a parity basis with the 2019A Bonds by a first pledge of all moneys deposited in the 2019 Reserve Fund.
The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth in the Agreement) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.
Optional Redemption . The Bonds maturing on or before September 1, ____ are not subject to optional redemption prior to their stated maturity. The Bonds maturing on or after September 1, ____, 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, ____, and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, together with accrued i nterest thereon to the date fixed for redemption, without premium.
Exhibit E
Mandatory Sinking Fund Redemption . The Term Bond maturing on September 1, ___, is subject to mandatory redemption in part by lot, from sinking fund payments made by the City from the Bon d Fund, at a redemption price equal to the principal amount thereof to be redeemed, plus accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table:
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
The Term Bond maturing on September 1, ____, is 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 the aggregate respective principal amounts all as set forth in the following table:
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
The Term Bond maturing on September 1, ____, is 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 the aggregate respective principal amounts all as set forth in the following table:
Exhibit E
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payments
* Maturity
Provided, however, if some but not all of the Term Bonds of a given maturity have been redeemed under ”Optional Redemption” above or ”Redemption from Special Tax Prepayments” below, the total amount of all future Sinking Fund Payments relating to such matu rity shall 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 shall be giv en by the City to the Fiscal Agent and the notice shall include a revised sinking fund schedule.
Redemption from Special Tax Prepayments . Special Tax Prepayments and any corresponding transfers from the 2019 Reserve Fund shall be used to redeem Bonds on t he next Interest Payment Date for which notice of redemption can timely be given , 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 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, ____
September 1, ____and March 1, ____
September 1, ____and March 1, ____
September 1, ____and any Interest Payment Date thereafter
Under the terms of the Agreement, in the event the City pays and discharges the entire indebtedness on all or any portion on the Bonds Outstanding (as such term is defined therein) in one or more of the ways specified therein, the pledge of the Special Taxes and other funds provided for in the Agreement and all other ob ligations of the City under the Agreement with respect to such Bonds shall cease and terminate.
Notice of redemption with r espect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. The City has the right to rescind any notic e of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption as further described in the Agreement.
Exhibit E
This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner’s order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be m ade in the circumstances set forth in the Fiscal Agent Agreement.
The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document.
This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent.
IT IS HEREBY CERTIFI ED, RECITED AND DECLARED by the City that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Fiscal Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representa tive of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Exhibit E
IN WITNESS WHEREOF, City of Fairfield has caused this Bond to be to be signed by the facsimile signature of its City Manager and countersigned by the facsimile signature of the City Clerk with the seal of the City imprinted hereon.
[S E A L]
City Clerk City Manager
[FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the Agreement which has been authenticated on , 20__.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Signatory
Exhibit E
FORM OF ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Fiscal Agent, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature guarantee shall be
made by a guarantor institution participating
in the Securities Transfer Agents Medallion
Program or in such other guarantee
program acceptable to the Fiscal Agent.
NOTICE: The signature on this assignment
must correspond with the name(s) as
written on the face of the within Bond in
every particular without alteration or
enlargement or any change whatsoever.
Exhibit F
APPENDIX 2
EXHIBIT F
$[PRINCIPAL AMOUNT]
IMPROVEMENT AREA B OF THE
CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2016-1 (VILLAGES AT FAIRFIELD) SPECIAL TAX BONDS, SERIES 2025A
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT
FROM 2025 COSTS OF ISSUANCE FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am the duly appointed, qualified and acting Finance Director of the City of Fairfield, a general law city duly organized and existing under the Constitution and the laws of the State of California (the “City”) and as such, am familiar with the facts herein certified and am authorized to certify the same;
(ii) I am an “Authorized Officer,” as such term is defined in that certain 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”), which agreement was supplemented by the First Supplement to Fiscal Agent Agreement, dated as of April 1, 2025 (the “First Supplement” ; together with the Master Fiscal Agent Agreement, the “Fiscal Agent Agreement”) by and between the City and the Fiscal Agent;
(iii) Under Section 12.03 of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the 2025 Costs of Issuance Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth in an invoice submitted by each such payee but no more than the amount set forth opposite such payee, for payment or reimbursement of previous payment of Costs of Issuance (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A . Payments shall be ma de by check or wire transfer in accordance with the payment instructions set forth on Schedule A (or the invoice attached thereto) and the Fiscal Agent shall rely on such payment instructions as though given by the City with no duty to investigate or inqui re as to the authenticity of the invoice or the payment instructions contained therein or the authority under which they were given.
(iv) The disbursements described on the attached Schedule A constitute Costs of Issuance, and are properly chargeable to the 2025 Costs of Issuance Fund.
Dated:
Exhibit F
CITY OF FAIRFIELD
By:
Finance Director
Exhibit F
SCHEDULE A
PAYEE NAME AND ADDRESS
PURPOSE OF OBLIGATION
AMOUNT