HK DRAFT 4/9/26
This document is recorded
for the benefit of the City
of Fairfield and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mail to:
OFFICE OF THE CITY ATTORNEY
City Clerk
Fairfield City Hall
1000 Webster Street
Fairfield, CA 94533
SPACE ABOVE THIS LINE FOR RECORDER’S
USE
O
PERATING MEMORANDUM NO. 1
DEVELOPMENT AGREEMENT
By and Between
CITY OF FAIRFIELD, a Municipal Corporation
and
ONE LAKE HOLDING, LLC,
A Delaware Limited Liability Company
O
ne Lake (Canon Station)
HK DRAFT 4/9/26
1 OPERATING MEMORANDUM NO. 1
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF FAIRFIELD
AND ONE LAKE HOLDING, LLC
THIS OPERATING MEMORANDUM NO. 1 (“MEMORANDUM”) is executed by the Parties (defined below), to become effective upon recordation of this Memorandum in the Official Records (defined below), by and between the CITY OF FAIRFIELD, a municipal corporation of the State of California ( “City”), and ONE LAKE HOLDING, LLC, a Delaware limited liability company, as successor in interest to Canon Station LLC (“Developer”). City and Developer are each a “Party” and collectively, the “Parties.”
RECITALS
THIS MEMORANDUM is entered into on the basis of the following facts, understandings and intentions of the parties:
A. The City and Developer entered into that certain Development Agreement effective May 8, 2015, 2023 and recorded on June 10, 2015 in the O fficial Records of Solano County, California (“Official Records”) as Document No. 201500051329, and was amended by that certain First Amendment to Development Agreement recorded February 17, 2016, as Document No. 201600011949, by that certain Second Amendment to Development Agreement recorded January 27, 2017, as Document No. 201700009022, by that certain unrecorded Agreement and Consent to Modification and Correction of Development Agreement dated as of August 21, 2017, by that certain Third Amendment to Development Agreement recorded February 19, 2019, as Document No. 201900009074, and by that certain Fourth Amendment to Development Agreement recorded June 22, 2021, as Document No. 202100067256, by that certain Fifth Amendment to Development Agreement recorded October 8, 2024, as Document No. 202400044404, and by that certain Sixth Amendment to Development Agreement recorded January 30, 2025 , as Document No. 202500004002 (collectively herein the “Development Agreement”).
B. The Development Agreement has been partially assigned numerous times as the Project as been built out as planned over the years, and a full list of all assignments as of the date of this on Exhibit A. The “Property” that is the subject of this Memorandum is the remaining real property subject to the Development Agreement that is owned by the Developer and that has not yet been partially assigned (“Remaining Property”). The Developer’s Remaining Prope rty is legally described on Exhibit B.
C. Developer has made substantial progress on the completion of the Project, as defined in the Development Agreement under the terms of the Development Agreement, and the City and Developer have been meeting and conferring in good faith to discuss and resolve interpretational issues as the Project is completed, particularly with respect to Transportation Improvements as priorities have changed and construction costs have substantially increased.
Section 5.8.1 acknowledged at the time the Development Agreement was entered into that the phasing of the construction of the Transportation Improvements “could not be determined…due to the uncertainty regarding the timing of: (a) roads constructed by Villages at Fairfield project , 2 (b) funding of Jepson Parkway [now referred to a s “Vanden Road”] by STA , and (c) roads constructed by other projects in the Specific Plan area.” D. The Parties acknowledge the City’s priority Transportation Improvement is Vanden Road. The Parties mutually desire to take advantage of the Developer’s planned work related to Planning Area 5 during the upcoming seasonal construction window in the Summer of 2026 to begin initial work on Vanden Road (“Vanden Stage 1”), which is further defined below, while the Parties continue discussions related to the remaining three construction (four total) stages of Vanden and the final implementation of the Development Agreement and the Project. The Parties intend to use this Memorandum to document certain agreed upon terms related to the Vanden Road Stage 1 and to continue good faith negotiations and documentation of a formal amendment and restatement of the Development Agreement.
E. This Memorandum is intended to document the terms of the agreements described in Recital C and D, above and other matters described in the Memorandum below, consistent with the spirit, intent and material terms of the Development Agreement and pursuant to Section 11.17 of the Development Agreement.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1.1 Vanden Road Stage 1.
Notwithstanding anything to the contrary in the Development Agreement, the Developer and City hereby mutually agree that:
a. The City shall be the sole and exclusive contracting party with respect to the design, permitting and construction of Vanden Stage 1. For the purposes of this Memorandum, “Vanden Stage 1” shall mean that portion of the embankment and remedial grading using the fill stockpiled by the Developer and staged nearby and as further depicted and described on those certain plans prepared by CBG Civil Engineering, dated June 2, 2026 entitled JEPSON PARKWAY - SEGMENT 17A, 17B & 18 - PHASE 1 CITY OF FAIRFIELD SOLANO COUNTY CALIFORNIA IMPROVEMENT PLANS (Job No. 1668-031) and consisting of 50 Sheets on file with the City as File No. ___________.
b. One Lake shall also fund the City’s actual and reasonable cost of retention of a professional construction manager or construction management firm (“Construction Manager”) to act as the City’s third party agent in satisfaction of One Lake’ s obligations pursuant to Sections
5.6.3 (2) of the Development Agreement with respect to Vanden Stage 1 to assist the City to solicit bids for the proposed work and construction contracts on, including but not limited to civil, geotechnical, structural, environmental and other consultants necessary for the course of construction and to supervise construction to completion. The Parties agree that the purpose of the Construction Manager is to assist the City as an “owner’s representative,” and that the Construction Manager is in addition to, and not intended to replace or perform the work of, the City’s general contractor. The City will, at all times, retain the ultimate decision-making authority with respect to the Construc tion Manager and Vanden Stage 1, and the Parties shall remain in regular and good faith coordination. The City will consult with One Lake on the selection of the 3 Construction Manager, scope of work and budget, but the City retains the sole decision- making authority. One Lake’s funding obligations hereunder shall not exceed a maximum of $384,000 and shall be paid to the City within 30 days of the City’s submittal of invoices. The City will endeavor to commence Vanden Stage 1 in the 2026 construction season. In the event of any need for clarification or interpretation of this provision, the Parties will meet and confer promptly and in good faith to resolve to meet the spirit and intent of this Memorandum. c. Notwithstanding anything to the contrary in Sections 9.3 (Indemnification of Developer) and/or Section 9.4 (Environmental Indemnification of Developer), the City agrees and confirms that the Developer’s indemnification obligations under the Development Agreement do not include or extend to third party claims (or any work stoppage related to such claim) specifically related to or based on the City’s legal rights to construct Vanden Stage 1 unless such claim is directly caused by the gross negligence or willful misconduct of the Developer. With respect to Vanden Stage 1, the City will (i) indemnify and hold the Developer harmless from third party claims specifically related to or based on the City’s legal rights to construct Vanden Stage 1, (ii) include Developer as an indemnitee and additional insured in all professional and construction contracts, and (iii) add the Developer as an additional named insured to insurance policies. The City’s indemnification obligation herein shall be construed narrowly to ensure such indemnification does not reduce or modify Developer’s existing indemnification obligations under Section 9.3 and/or Section 9.4 with respect to the Developer’s Project. The City’s obligations under this Section expressly exclude any indirect or consequential monetary damages or lost profits of Developer. If any third-party claim results in an extended work stoppage, the City and Developer will meet and confer in good faith to determine the most appropriate modifications to this Memorandum necessary to achieve the Parties’ goals.
d. The Developer will pay TWO MILLION FOUR HUNDRED AND TWENTY FOUR THOUSAND ONE HUNDRED AND SIXTY DOLLARS ( $2,424,160) for the costs of Vanden Stage 1 as fulfillment of its traffic fee (AB 1600 and Northeast Fee) obligations under the existing Neighborhood A/B Subdivision Improvement Agreement (“ A/B SIA”) (“Developer Payment”).
Upon execution of this Memorandum and posting of the payment bond below and notwithstanding anything to the contrary in the A/B SIA , the A/B SIA obligation shall be deemed satisfied in full and such amount shall be available as fee credits to Developer . Developer will deposit the Developer Payment in the City’s account (30) days prior to the commencement of construction of Vanden Stage 1, upon written request from the City to Developer with payment instructions. The City shall use the Developer Payment exclusively for Vanden Stage 1. The City shall be responsible for all costs for Vanden Stage 1 in excess of this Developer Payment. e. Promptly following execution of this Memorandum, Developer shall provide the City with a payment bond in the amount of the Developer Payment (“Vanden Stage 1 Bond”) , plus $2,500,000.00 (TWO MILLION FIVE HUNDRED THOUSAND DOLLARS) “Vanden Security Bond”) that can be used by the City exclusively for the City’s costs related to Vanden Road , including the cost of the Construction Manager, in the event of a Developer default under this Memorandum, after notice and opportunity to cure per the terms of the Development Agreement.
The City may hold the Vanden Security Bond until the final (fourth) stage of the construction of Vanden (“Vanden Stage 4”). Upon receipt of the Developer Payment, City will promptly release the Vanden Stage 1 Bond, and retain only the Vanden Security Bond until the City is in receipt of 4 a payment bond from the Developer for Vanden Stage 4, or the Parties otherwise mutually agree in writing.
1.2. Fee Credits and EDUs
The City and Developer agree that Exhibit C reflects the Parties agreement with respect to the transportation fees and EDU credits earned by Developer under the Development Agreement, and available to be used by home builders.
1.3 Recordation. Promptly after signing and delivery of this Memorandum into escrow by the Parties, the Parties shall cause this Memorandum to be recorded in the Official Records.
1.4 Effect of Agreement. The Development Agreement shall remain in full force and effect. In the case of a conflict between the terms of this Memorandum and the Development Agreement or any other written or oral agreements between the Parties on the specific topics covered in this Memorandum, this Memorandum shall control.
IN WITNESS WHEREOF, City and Developer have signed this Memorandum as of the date first written above.
Signatures to follow on following pages
HK DRAFT 4/9/26
S-1
CITY
CITY OF FAIRFIELD, a municipal
corporation
By:
David Gassaway
City Manager
ATTEST: APPROVED AS TO FORM:
By: By:
City Clerk City Attorney
DEVELOPER:
ONE LAKE, LLC, a Delaware
limited liability company
By:
Name:
Title:
S-2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California }
} ss.
County of ________ }
On ______________________________, before me, ___________________, a Notary Public in and for said County and State, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/t heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct.
WITNESS my hand and official seal
NOTARY PUBLIC, STATE OF CALIFORNIA
My Commission #_______________
Expires: _____________________
HK DRAFT 4/9/26
S-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California }
} ss.
County of _________ }
On ______________________________, before me, ___________________, a Notary Public in and for said County and State, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/t heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct.
WITNESS my hand and official seal
NOTARY PUBLIC, STATE OF CALIFORNIA
My Commission #_______________
Expires: _____________________
Exhibit A
EXHIBIT A
PARTIAL ASSIGNMENTS OF DEVELOPMENT AGREEMENT
EXHIBIT A – DEVELOPMENT AGREEMENT ASSIGNMENTS
• Industrial Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded March 4, 2016 as Document No. 201600017628 by and between Canon Station LLC and Canon Partners LLC
• 2020 Assignment to Assignor: Assignment and Assumption Agreement recorded January 24, 2020 as Document No. 202000006500 by and between Canon Station LLC and One Lake Holding LLC
• Neighborhood 3B Assignment I: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded January 24, 2020 as Document No. 202000006505 by and between One Lake Holding LLC and Lennar Homes of California, Inc.
• Neighborhood 3A Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded February 3, 2020 as Document No. 202000008984 by and between One Lake Holding LLC and Tri Pointe Homes, Inc. • Neighborhood 3B Assignment II: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded February 20, 2020 as Document No. 202000013377 by and between One Lake Holding LLC and Lennar Homes of California, Inc.
• Neighborhood 2 and Neighborhood 3C Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded September 18, 2020 as Document No. 202000080325 by and between One Lake Holding LLC and Tri Pointe Homes, Inc.
• Neighborhood 3B Assignment III: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded April 2, 2021 as Document No. 202100037080 by and between One Lake Holding LLC and Lennar Homes of California, Inc. • Neighborhood 4B Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded April 28, 2021 as Document No. 202100047449 by and between One Lake Holding LLC and Lennar Homes of California, Inc.
• Neighborhood 7A Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded May 5, 2021 as Document No. 202100050110 by and between One Lake Holding LLC and Brookfield Bay Area Holdings LLC Exhibit A
• Neighborhood 7B and Neighborhood 4C Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded October 29, 2021 as Document No. 202100113137 by and between One Lake Holding LLC and Tri Pointe Holdings, Inc.
• Neighborhood 8 Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded February 17, 2022 as Document No. 202200012491 by and between One Lake Holding LLC and Civic One Lake, LLC • Neighborhood 5A Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded March 30, 2022 as Document No. 202200023338 by and between One Lake Holding LLC and Glisten One Lake 75, LLC
• Neighborhood R Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded July 17, 2024 as Document No. 202400030273 by and between One Lake Holding LLC and TPG AG EHC III (LEN) CA 1, L.P. • Neighborhood O Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded August 28, 2024 as Document No. 202400037829 by and between One Lake Holding LLC and TPG AG EHC II CA 1 LP • Neighborhood L Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded April 2, 2025 as Document No. 202500014448 by and between One Lake Holding LLC and Tri Pointe Homes Holdings, Inc. • Neighborhood K1 Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded April 30, 2025 as Document No. 202500019304 by and between One Lake Holdings LLC and Tri Pointe Homes Holdings, Inc.
• Neighborhood J Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded October 7, 2025 as Document No. 202500046041 by and between One Lake Holding LLC and Century Communities of California, LLC
• Neighborhood C Assignment: Assignment of Rights and Assumption of Obligations Under Development Agreement recorded December 8, 2025 as Document No. 202500059179 by and between One Lake Holding LLC and KB Home North Bay LLC • Neighborhood A/B: Partial Assignment of Rights and Assumption of Obligations Under Development Agreement recorded February 18, 2026 as Document No. 202600007536 by and between One Lake Holding LLC, K Hovanian Homes Northern California, Inc. and DRP CA 4, LLC
Exhibit A
EXHIBIT B
LEGAL DESCRIPTION OF REMAINING PROPERTY
[insert CBG exhibit]
VANDEN ROAD
LAKE
WETLAND
LAKECLUBLAKE TRAIL PARK GREATPARK
NEIGHBORHOOD 3A
NEIGHBORHOOD 2
NEIGHBORHOOD 4A
NEIGHBORHOOD 4BNEIGHBORHOOD 3B
NEIGHBORHOOD 3C
NEIGHBORHOOD 7
NEIGHBORHOOD 5
NEIGHBORHOOD 6
NEIGHBORHOOD 8NEIGHBORHOOD 9
LAKE CLUB DRIVE
LAKE CLUB DRIVE STORMWATERDETENTIONBASIN
VANDEN ROADLAKE TRAIL
LAKE TRAILLAKE TRAIL
ONE LAKE DRIVEONE LAKE DRIVE
LAKECLUBDRIVE
AREA A/B
AREA G
AREA P/Q
AREA N
AREA OAREA L
AREA M
AREA K-1
AREA I-1AREA I-2AREA K-2AREA JPARK &REC. CENTER
AREA CAREA H
DOG PARK
AREA D
AREA E/F
AREA RNEW CANON ROAD
NEW CANON ROAD
WATERQUALITY
WATERQUALITY
WATERQUALITY
WATER QUALITY
DWR PARCEL
WATER QUALITY
WATER QUALITY
VILLAGE SQUARE BOULEVARD
OLD WATER TREATMENTPLANT SITE
UPRR
UPRR
TYPICAL RESIDENTIAL STREET SECTIONTYPICAL DRIVE AISLE STREET SECTION
TYPICAL LAKE CLUB DRIVE SECTION
G:\1668\1668-16\ACAD\EXHIBITS\OVERALL SITE PLAN.DWG
OVERALL SITE PLANONE LAKE - PLANNING AREA 5CITY OF FAIRFIELD SOLANO COUNTY CALIFORNIASCALE: 1" = 200'DATE: MARCH 16, 2021 6004002000 CIVIL ENGINEERSSURVEYORSPLANNERSSAN RAMONWWW.CBANDG.COMROSEVILLE(925) 866-0322(916) 788-4456
PRODUCT SUMMARYNEIGHBORHOODUNIT TYPEYIELD (DU)
LEGEND
Exhibit A
EXHIBIT C
FEE CREDITS/EDU
[insert final chart]
Exhibit C
Developer Fee Credits Earned and Available to Transfer to Builders (April 9, 2026)
____________________________________________________________________________________ Project Total Fee Credits Fee Credits Earned- Fee Credits Earned ($) Currently Available Remaining to
To Builders Earn _________
Vanden Design
(2022) 68.20 EDU $2,050,160 $ 140 $ 541,242
NE Fees 1,366,773 93 360,828
AB 1600 Fees 683,387 47 180,414
New Canon/McCrory Design
(2022) 113.57 EDU $3,413,969 $ 96,195 $2,219,044
NE Fees 2,275,979 64,130 1,479,363
AB 1600 Fees 1,137,990 32,065 739,681
New Canon/McCrory BioMitigation
(2022) 220.96 EDU $6,642,251 $ 489,108 $-
NE Fees 4,428,167 326,072 -
AB 1600 Fees 2,214,084 163,036 -
Traffic Fees (J/K2) Cash Payment
(2024) 65.81 EDU $2,157,143 $11,425 $-
NE Fees 1,438,095 7,617 -
AB 1600 Fees 719,048 3,808 -
Vanden Seg. 19 BioMitigation
(2024) 24.40 EDU $ 794,687 $ 794,687 $-
NE Fees 529,791 529,791 -
AB 1600 Fees 264,896 264,896 -
Linear Park Seg. 4 Biological Mitigation
(2024) 53.34 EDU $1,748,487 $1,748,487 $-
NE Fees 1,165,658 1,165,658 -
AB 1600 Fees 582,829 582,829 -
Traffic Fees Cash
(2022) 3.33 EDU $ 100,000 $ 100,000 $-
NE Fees 66,667 66,667 -
AB 1600 Fees 33,333 33,333 -
Traffic Fees Cash
(2023) 3.16 EDU $ 100,000 $ 100,000 $-
NE Fees 66,667 66,667 -
AB 1600 Fees 33,333 33,333 -
Traffic Fees Cash
(2024) 3.05 EDU $ 100,000 $ 100,000 $-
NE Fees 66,667 66,667 -
AB 1600 Fees 33,333 33,333 -
Developer Fee Credits Earned and Previously Awarded to Builders (April 9, 2026)
____________________________________________________________________________________ Project Total Fee Credits Fee Credits Fee Credits Earned Previously Awarded Remaining
To Builders _________
Land Exchange ROW (Vanden)
(2015) 68.20 EDU $ 1,386,112 $ 1,386,112 $ -
Biological Mitigation (Vanden)
(2015) 156.65 EDU $ 3,178,900 $ 3,178,900 $ -
Vanden Landscaping-SIA
(2015) 136.66 EDU $ 3,420,242 $ 3,420,242 $ -
Linear Park Segment 3A
(2022) 121.96. EDU $ 3,666,183 $ 3,666,183 $ -
Cash 2018 - Paid
(2018) 4.25 EDU $ 100,000 $ 100,000 $ -
TOTAL EDUs 555.82 $17,106,697 $3,440,042 $2,760,286 NE Fees 11,404,465 2,293,361 1,840,191
AB 1600 Fees 5,702,232 1,146,681 920,095
Cash 2019 - Paid
(2019) 4.21EDU $ 100,000 $ 100,000 $ -
Cash 2020- Paid
(2020) 4.00 EDU $ 100,000 $ 100,000 $ -
Cash 2021- Paid
(2021) 3.87 EDU $ 100,000 $ 100,000 $ -
META Apartments-AB 1600 Fees Paid
(2022) 25.12 EDU $ 755,131 $ 755,131 $ -
Neighborhood 6-AB 1600 Fees Paid
(2022) 17.49 EDU $ 525,900 $ 525,900 $ -
Neighborhood 5A -Est Fees Paid
(2023-2025) 48.89 EDU $ 1,602,755 $ 1,602,755 $ -
Neighborhood 4C, 7A – Fees Paid
(2023-2025) 16.75 EDU $ 549,118 $ 549,118 $ -
Neighborhood 8 – Fees Paid
(2022) 27.93 EDU $. 839,524 $ 839,524 $ -
TOTAL 635.98 EDU $ 16,323,865 $ 16,323,865 $-