Agenda, first session — Fairfield City Council, July 7, 2026 (part 4 of 5)

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.

Dated: , 2026
AGREED AND ACCEPTED:

WILLDAN FINANCIAL SERVICES,
as Dissemination Agent
By: _
Name:

Title:

CITY OF FAIRFIELD
M
John Furtado,
Director of Finance
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APPENDIX F

FORM OF MASTER DEVELOPER DISCLOSURE CERTIFICATE

CONTINUING DISCLOSURE CERTIFICATE
(Master Developer)
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1
(ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A
This Continuing Disclosure Certificate (Master Developer) (this "Disclosure Certificate") is executed and delivered by One Lake Holding LLC, a Delaware limited liability company (the "Property Owner"), in connection with the issuance by the City of Fairfield (the "City") of the bonds captioned above (the "Bonds") for and on behalf of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) (the "District") with respect to its Improvement Area No. 1. The Bonds are being issued under a Fiscal Agent Agreement dated as of December 1, 2024 (the "Master Fiscal Agent Agreement"), as supplemented by a First Supplement to Fiscal Agent Agreement dated August 1, 2026 (as supplemented the "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"). The Property Owner covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Property Owner for the benefit of the holders and beneficial owners of the Bonds.

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 herein, the following capitalized terms shall have the following meanings:
"Affiliate" means any person presently directly (or indirectly through one or more intermediaries) under managerial control of the Property Owner or a Major Owner, as applicable, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed development of the Property or to the ability of the Property Owner or a Major Owner, as applicable, to pay the Special Taxes levied on the Property prior to delinquency). "Assumption Agreement" means an undertaking of a Major Owner, for the benefit of the holders and beneficial owners of the Bonds, whereby such Major Owner agrees to provide semi- annual reports and notices of significant events with respect to the portion of the property in Improvement Area No. 1 owned by such Major Owner and, at the option of the Property Owner or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 12 hereof. If such Major Owner is a Master Developer, the Assumption Agreement shall require such Major Owner to enter into a disclosure certificate containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner's development and financing plans with respect to the property in Improvement Area No. 1 acquired by the Major Owner). If such Major Owner is a Merchant Builder, the Assumption Agreement shall require such Major Owner to enter into a disclosure certificate containing terms F-1

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substantially similar to the continuing disclosure certificate attached as Appendix G to the Official Statement (as modified for such Major Owner's development and financing plans with respect to the property in Improvement Area No. 1 acquired by the Major Owner). "Dissemination Agent" means the Property Owner or an entity experienced in providing dissemination agent services such as those required under this Disclosure Certificate designated by the Property Owner to serve as the Dissemination Agent hereunder and who has accepted such obligation in writing, and for which the Property Owner has filed with the City and the Participating Underwriter notice of such designation and acceptance. "Improvement Area No. 1" means Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5). "Official Statement" means the final Official Statement dated 2026, executed by the City in connection with the issuance of the Bonds. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Certificate. "Major Owner" means, as of any date of calculation, an owner of land in Improvement Area No. 1 who is, along with one or more Affiliates, responsible in the aggregate for 15% or more of the Special Taxes actually levied or to be levied at any time during the then -current or next fiscal year. If property is sold to a Merchant Builder that enters into a land bank arrangement, and the land bank would constitute a Major Owner, the Assumption Agreement may be entered into with the Merchant Builder so long as the Merchant Builder reports on the land owned by the land bank during the term of the Merchant Builder's option agreement with the land bank. [change to lot count?]
"Master Developer" means an owner of land, or an entity under option with a land bank, in Improvement Area No. 1 intending to pursue entitlements and land development activities but not develop its property as residences for sale to individual homeowners. "Merchant Builder" means an owner of land in Improvement Area No. 1 intending to develop its property as residences for sale to individual homeowners. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information. "Participating Underwriter" means Stifel, Nicolaus & Company, Incorporated, the original underwriter of the Bonds.
"Property' means (i) the property owned by the Property Owner in Improvement Area No. 1, and (ii) the property in Improvement Area No. 1 that the Property Owner sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 7(b) with respect to such property.
"Report Date" means (a) October 31 of each year, and (b) April 30 of each year. "Semi -Annual Report" means any Semi -Annual Report provided by the Property Owner pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Special Taxes" means the Facilities Special Taxes levied by the City on the Property.

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Section 3. Provision of Semi -Annual Reports.
(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall, or upon written direction of the Property Owner the Dissemination Agent shall, not later than the Report Date, commencing April 30, 2027, provide to the MSRB, in an electronic format as prescribed by the MSRB, a Semi -Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the City. Not later than 15 calendar days prior to the Report Date, the Property Owner shall provide the Semi -Annual Report to the Dissemination Agent (if different from the Property Owner).

The Property Owner shall provide a written certification with (or included as a part of) each Semi - Annual Report furnished to the Dissemination Agent (if different from the Property Owner), the Participating Underwriter and the City to the effect that such Semi -Annual Report constitutes the Semi -Annual Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter and the City may conclusively rely upon such certification of the Property Owner and shall have no duty or obligation to review the Semi -Annual Report. The Semi -Annual Report may be submitted as a single document or as separate documents comprising a package, and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate.
(b) If the Dissemination Agent is not the Property Owner and it does not receive a Semi -Annual Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Property Owner that the Semi -Annual Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Property Owner to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 7 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Property Owner does not provide, or cause the Dissemination Agent to provide, a Semi -Annual Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall, in a timely manner, provide a notice to the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter. (c) The Dissemination Agent shall:
(i) determine prior to each Report Date the then -applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and (ii) to the extent the Semi -Annual Report has been furnished to it, file a report with the Property Owner (if the Dissemination Agent is other than the Property Owner), the City and the Participating Underwriter certifying that the Semi -Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Semi -Annual Reports. Each Semi -Annual Report shall contain or incorporate by reference the information set forth in Exhibit A, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Property Owner or related public entities, which are available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission. The Property Owner shall clearly identify each such other document so included by reference.

In addition to any of the information expressly required to be provided in Exhibit A, each Semi -Annual Report shall include such further information, if any, as may be necessary to make F-3

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the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Property Owner and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Property Owner;
(ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured upon discovery thereof; (iii) filing of a lawsuit against the Property Owner or, if known, an Affiliate of the Property Owner, seeking damages which, if successful, could have a material and adverse impact on the Property Owner's ability to pay Special Taxes prior to delinquency or to sell or develop the Property;
(iv) material damage to or destruction of any of the infrastructure improvements on the Property not yet accepted by the City; and
(v) any payment default or other material default by the Property Owner or any Affiliate that continues to exist beyond any applicable notice and cure periods on any loan with respect to the development of infrastructure improvements required for the development of the One Lake Project.
(b) Whenever the Property Owner obtains knowledge of the occurrence of a Listed Event, the Property Owner shall as soon as possible determine if such event would be material under applicable Federal securities law.
(c) If the Property Owner determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Property Owner shall, or shall cause the Dissemination Agent to, within 10 business days file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.

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

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Section 7. Duration of Reporting Obligation.
(a) All of the Property Owner's obligations hereunder shall commence on the date hereof and shall terminate (except as provided in Section 12) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or
(ii) at such time as the Property is no longer responsible for payment of 15% or more of the Special Taxes, or
(iii) at such time as the Property consists of 150 or fewer existing or planned single- family lots, or
(iv) the date on which all of the Special Taxes attributable to the Property are paid in full.

The Property Owner shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property is conveyed to a person or entity that, upon such conveyance, will be a Major Owner, the obligations of the Property Owner hereunder with respect to the property conveyed to such Major Owner may be assumed by such Major Owner and the Property Owner's obligations hereunder with respect to the property conveyed will be terminated.

In order to effect such assumption, such Major Owner shall enter into an Assumption Agreement.

However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is already a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate or the continuing disclosure certificate attached as Appendix G to the Official Statement, and under which the property conveyed to such Major Owner will become subject to future semi-annual reports.

Section 8. Dissemination Agent. The Property Owner may, from time to time, with the written consent of the City, appoint or engage a Dissemination Agent to assist the Property Owner in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with the written consent of the City, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be The Property Owner. The Dissemination Agent may resign by providing 30 days' written notice to the City, the Property Owner, and the Participating Underwriter.

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(b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Property Owner 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 Semi -Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Property Owner chooses to include any information in any Semi -Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Property Owner shall have no obligation under this Disclosure Certificate to update such information or include it in any future Semi -Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. In the event of a failure of the Property Owner to comply with any provision of this Disclosure Certificate, the Participating Underwriter, the City, and any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Property Owner 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 Property Owner 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 such duties as are specifically set forth in this Disclosure Certificate, and the Property Owner 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 reasonable costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Dissemination Agent's negligence or willful misconduct or failure to perform its duties hereunder. If the Dissemination Agent is not the Property Owner, the Dissemination Agent shall be paid compensation for its services provided hereunder from the Administrative Expense Fund established under the Fiscal Agent Agreement in accordance with the Dissemination Agent's schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. 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 Participating Underwriter, the Bond owners, or any other party. The obligations of the Property Owner under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

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Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight, or electronic mail as follows:

To the issuer:

To the Participating Underwriter:

To the Property Owner:

City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Fax: (707) 728-7621
[email protected]
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, Suite 3700
San Francisco, CA 94104
[email protected]
One Lake Holding LLC
2121 N. California Blvd., Suite 1010
Walnut Creek, CA 94596
Attention: Dan Aguilar
[email protected]
[email protected]
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Property Owner (its successors and assigns), the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. All obligations of the Property Owner hereunder shall be assumed by any legal successor to the obligations of the Property Owner as a result of a sale, merger, consolidation or other reorganization.

Section 15. 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:

ONE LAKE HOLDING LLC,
a Delaware limited liability company
IN
Name:

Title: Co -President
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EXHIBIT A

SEMI-ANNUAL REPORT
[APRIL 30, / OCTOBER 31, 1
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5) SPECIAL TAX BONDS, SERIES 2026A
This Semi -Annual Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (Master Developer) (the "Disclosure Certificate") dated as of , 2026, executed by the undersigned (the "Property Owner") in connection with the issuance by the City of Fairfield (the "City") of the bonds captioned above (the "Bonds") for Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) (the "District").

Capitalized terms used in this Semi -Annual Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.

Property Ownership and Development
The information in this section is provided as of (this date must be not more than 60 days before the Report Date of this Semi -Annual Report). The information provided in this section shall cover the Property and all property owned by an Affiliate and by a Major Owner that has not entered into a continuing disclosure undertaking.

A. Description of the Property in substance and form similar to such information in the Official Statement.

B. Updated information regarding land development and infrastructure construction activities with respect to the Property described in the Official Statement or the Semi -Annual Report last filed in accordance with the Disclosure Certificate:

C. A summary of any material changes to the description of land use or development entitlements for the Property described in the Official Statement or the Semi -Annual Report last filed in accordance with the Disclosure Certificate:

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D. Status of any land purchase contracts with regard to all or any portion of the Property, whether acquisition of land in Improvement Area No. 1 by the Property Owner or sales of land to Merchant Builders or other property owners (other than individual homeowners).

II. Legal and Financial Status of Property Owner
Unless such information has previously been included or incorporated by reference in a Semi -Annual Report, describe any material change in the legal structure of the Property Owner or the financial condition and financing plan of the Property Owner that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement. To the extent that the ownership of the Property Owner has changed, describe all material terms of the new ownership structure.

III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Semi -Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.

IV. Change in Relationship with Merchant Builders
To the extent a relationship (including a contractual relationship) exists between the Property Owner and a Merchant Builder, describe any material change in such relationship. To the extent that a new Merchant Builder has been engaged to carry out home construction, marketing and sales activity in Improvement Area No. 1, fully describe all material terms of the relationship between the Property Owner and any such new Merchant Builder.

V. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Semi -Annual Report, describe any other material changes in the information relating to the Property Owner or the Property contained in the Official Statement under the caption "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS" (other than under the subcaptions "— Lennar Homes," "— Lennar Homes Land Bank Arrangement" and "— Other Merchant Builders").

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VI. Status of Tax Payments
Describe status of payment of taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property owned by the Property Owner and its Affiliates.

VII. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Certification
On behalf of the Property Owner, the undersigned officer or representative, based on actual knowledge after reasonable inquiry of employees of Property Owner and its affiliates, hereby certifies that this Semi -Annual Report constitutes the Semi -Annual Report required to be furnished by the Property Owner under the Disclosure Certificate.

ANY OTHER STATEMENTS REGARDING THE PROPERTY OWNER, THE

DEVELOPMENT OF THE PROPERTY, THE PROPERTY OWNER'S FINANCING PLAN OR

FINANCIAL CONDITION, OTHER THAN STATEMENTS MADE BY THE PROPERTY OWNER

IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE PROPERTY OWNER. THE PROPERTY OWNER

IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.

THE PROPERTY OWNER HAS NO OBLIGATION TO UPDATE THIS SEMI-ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated:

ONE LAKE HOLDING LLC,
a Delaware limited liability company
Name:

Title: Co -President
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APPENDIX G

FORM OF MERCHANT BUILDER DISCLOSURE CERTIFICATE

CONTINUING DISCLOSURE CERTIFICATE
(Merchant Builder)
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1
(ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A
This Continuing Disclosure Certificate (Merchant Builder) (this "Disclosure Certificate") is executed and delivered by (the "Property Owner"), in connection with the issuance by the City of Fairfield (the "City") of the bonds captioned above (the "Bonds") for and on behalf of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) (the "District") with respect to its Improvement Area No. 1. The Bonds are being issued under a Fiscal Agent Agreement dated as of December 1, 2024 (the "Master Fiscal Agent Agreement"), as supplemented by a First Supplement to Fiscal Agent Agreement dated August 1, 2026 (as supplemented the "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"). The Property Owner covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Property Owner for the benefit of the holders and beneficial owners of the Bonds.

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 herein, the following capitalized terms shall have the following meanings:
"Affiliate" means any person presently directly (or indirectly through one or more intermediaries) under managerial control of the Property Owner or a Major Owner, as applicable, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed development of the Property or to the ability of the Property Owner or a Major Owner, as applicable, to pay the Special Taxes levied on the Property prior to delinquency). [The Land Bank is not an Affiliate of the Property Owner.]
"Assumption Agreement" means an undertaking of a Major Owner, for the benefit of the holders and beneficial owners of the Bonds, containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner's development and financing plans with respect to the property in Improvement Area No. 1 acquired by the Major Owner), whereby such Major Owner agrees to provide semi-annual reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in Improvement Area No. 1 owned by such Major Owner and, at the option of the G-1

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Property Owner or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 12 hereof. "Dissemination Agent" means the Property Owner or an entity experienced in providing dissemination agent services such as those required under this Disclosure Certificate designated by the Property Owner to serve as the Dissemination Agent hereunder and who has accepted such obligation in writing, and for which the Property Owner has filed with the City and the Participating Underwriter notice of such designation and acceptance. "Improvement Area No. 1" means Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5). ["Land BanK' means , a , together with its successors and assigns.] "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Certificate. "Major Owner' means, as of any date of calculation, an owner of land in Improvement Area No. 1 who, along with one or more Affiliates, responsible in the aggregate for 15% or more of the Special Taxes actually levied or to be levied at any time during the then -current or next fiscal year. [change to lot count?]
"MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information. "Official Statement" means the final Official Statement dated 2026, executed by the City in connection with the issuance of the Bonds. ["Option Agreement" means that certain Option and Development Agreement dated , 20_, between the Land Bank, and the Property Owner, as amended from time to time.]
"Participating Underwriter' means Stifel, Nicolaus & Company, Incorporated, the original underwriter of the Bonds.
"Property' means (i) the property owned by the Property Owner in Improvement Area No. 1, [(ii) the property owned by the Land Bank within the boundaries of Improvement Area No. 1 and under option to be purchased by the Property Owner or any Affiliate thereof pursuant to the Option Agreement, and (iii) the property in Improvement Area No. 1 that was formerly owned by the Property Owner or the Land Bank but with respect to which the Property Owner's obligations under this Disclosure Certificate have not been assumed the undertakings of this Disclosure Certificate under Section 7(b) with respect to such property. "Report Date" means (a) October 31 of each year, and (b) April 30 of each year. "Semi -Annual Report" means any Semi -Annual Report provided by the Property Owner pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Special Taxes" means the Facilities Special Taxes levied by the City on the Property.

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In addition to any of the information expressly required to be provided in Exhibit A, each Semi -Annual Report shall include such further information, if any, as may be necessary to make G-3

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the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) Until such obligations are terminated pursuant to Section 7 herein, the Property Owner shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Property Owner and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Property Owner;
(i i) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured upon discovery thereof; (iii) filing of a lawsuit against the Property Owner or, if known, an Affiliate of the Property Owner, seeking damages which, if successful, could have a material and adverse impact on the Property Owner's ability to pay Special Taxes prior to delinquency or to sell or develop the Property;
(iv) material damage to or destruction of any of the improvements on the Property; and
(v) any payment default or other material default by the Property Owner or any Affiliates that continues to exist beyond any applicable notice and cure periods on any loan with respect to the construction of improvements on the Property. (b) Whenever the Property Owner obtains knowledge of the occurrence of a Listed Event, the Property Owner shall as soon as possible determine if such event would be material under applicable Federal securities law.
(c) If the Property Owner determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Property Owner shall, or shall cause the Dissemination Agent to, within 10 business days file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the City and the Participating Underwriter.

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(ii) at such time as the Property consists of 50 or fewer existing or planned single- family lots, or
(iii) the date on which all of the Special Taxes attributable to the Property have been paid in full.

In order to effect such assumption, such Major Owner shall enter into an Assumption Agreement in form and substance substantially similar to this Disclosure Certificate. However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is already a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate with respect to the Bonds, and under which the property conveyed to such Major Owner will become subject to future semi-annual reports. If the Property Owner terminates the Option Agreement, and the portion of the Property owned by the Land Bank would cause the Land Bank to be a Major Owner, the Property Owner's obligations under this Disclosure Certificate with respect to such Property shall terminate only upon the execution of an Assumption Agreement by the Land Bank. The conveyance of any portion of the Property from the Land Bank to the Property shall not require an assumption of obligations under this Section 7(b).

Section 8. Dissemination Agent. The Property Owner may, from time to time, with the written consent of the City, appoint or engage a Dissemination Agent to assist the Property Owner in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with the written consent of the City, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Property Owner. The Dissemination Agent may resign by providing 30 days' written notice to the City, the Property Owner, and the Participating Underwriter.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Property Owner may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto):
(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, or change in law;
(b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

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Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight, or electronic mail as follows:

To the issuer: City of Fairfield
1000 Webster Street
Fairfield, CA 94533
Fax: (707) 728-7621
[email protected]
To the Participating Underwriter: Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700
San Francisco, CA 94104
[email protected]
To the Property Owner:

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Date:
[PROPERTY OWNER],
a
0 Title:

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EXHIBIT A

SEMI-ANNUAL REPORT
[APRIL 30, / OCTOBER 31, 1
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5) SPECIAL TAX BONDS, SERIES 2026A
This Semi -Annual Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (Merchant Builder) (the "Disclosure Certificate") dated as of , 2026, executed by the undersigned (the "Property Owner") in connection with the issuance by the City of Fairfield (the "City") of the bonds captioned above (the "Bonds") for Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) (the "District").

Capitalized terms used in this Semi -Annual Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.

A. Description of the Property in substance and form similar to such information in the Official Statement for the Bonds.

B. Updated information regarding land development and home construction and sales activities with respect to the Property described in the Official Statement for the Bonds or the Semi -Annual Report last filed in accordance with the Disclosure Certificate in the following forms of tables included in the Official Statement:

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Development Plans
Neighborhood
Floor Square Planned Base
Plan Footage Units Sales Prices
Neighborhood _
Subtotal
Neighborhood
Subtotal
Total
Status of Development, Home Construction and Sales
Neighborhood
Completed
Homes
Owned by
Land Bank
Homes
or
Under
Planned Finished Building Homes Under
Merchant
Contract Home
rhood Units Lots Permits Construction
Builder
for Sale Closinc
Totals
C. Status of building permits and any material changes to the description of land use or development entitlements for the Property described in the Official Statement for the Bonds or the Semi -Annual Report last filed in accordance with the Disclosure Certificate:

D. Status of any land purchase contracts with regard to any property in Improvement Area No. 1 all or any portion of the Property, whether acquisition of land in Improvement Area No. 1 by the Property Owner or an Affiliate or sales of land to other property owners (other than individual homeowners).

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IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Semi -Annual Report, describe any other significant changes in the information relating to the Property Owner or the Property contained in the Official Statement under the captions "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS."
V. Status of Tax Payments
Describe status of payment of taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property owned by, or under option to, the Property Owner and its Affiliates.

VI. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

ANY OTHER STATEMENTS REGARDING THE PROPERTY OWNER, THE

DEVELOPMENT OF THE PROPERTY, THE PROPERTY OWNER'S FINANCING PLAN OR

FINANCIAL CONDITION, OTHER THAN STATEMENTS MADE BY THE PROPERTY OWNER G-10

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IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE PROPERTY OWNER. THE PROPERTY OWNER

IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.

THE PROPERTY OWNER HAS NO OBLIGATION TO UPDATE THIS SEMI-ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated:
0 Name:

Title:

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APPENDIX H

FORM OF OPINION OF BOND COUNSEL
G-1

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APPENDIX I

APPRAISAL REPORT
H-1

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APPENDIX J

COMMUNITY FACILITIES DISTRICT BOUNDARY MAP
1-1

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Stradling Draft Dated June 3, 2026
$[Par]
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

BOND PURCHASE AGREEMENT
[Pricing Date], 2026
City of Fairfield
Fairfield, California
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the City of Fairfield (the "City"), acting on behalf of City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) (the "District") with respect to Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) ("Improvement Area No. 1"), which, upon acceptance, will be binding upon the City and the Underwriter. This offer is made subject to acceptance by the City on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City.

The City acknowledges and agrees that: (a) the purchase and sale of the Bonds (as such term is defined herein) pursuant to this Purchase Agreement is an arm's length commercial transaction between the City, on behalf of the District, and the Underwriter, and the only obligations that the Underwriter has to the City with respect to the transaction that is contemplated hereby expressly are set forth in this Purchase Agreement; (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) to the City; (c) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering that is contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); (d) the Underwriter has financial and other interests that may differ from and be adverse to those of the City; and (e) the City has consulted its own legal, financial, accounting, tax and other advisors to the extent that it has deemed appropriate.

1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements that are set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") in the aggregate principal amount specified in Exhibit A. The Bonds shall be dated the Closing Date (as such term is defined herein), and bear 49 13 -3 020-7 144/2003 5 6-0701

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interest from said date (payable semiannually on March 1 and September 1 of each year, commencing September 1, 2026) at the rates per annum and maturing on the dates and in the amounts and subject to redemption as set forth in Exhibit A. The purchase price for the Bonds shall be the amount specified as such in Exhibit A.
(b) The Bonds shall be substantially in the form that is described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Fiscal Agent Agreement, dated as of December 1, 2024, as supplemented by the First Supplement to Fiscal Agent Agreement dated as of August 1, 2026 (the "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 was approved by a resolution adopted by the City Council of the City (the "City Council"), as the legislative body of the District, on , 2026 (the "Resolution of Issuance"). The Bonds and interest thereon will be payable from the proceeds of Special Taxes (as such term is defined in the Fiscal Agent Agreement) that are levied and collected on the taxable land within Improvement Area No. 1 in accordance with Resolution No. 2023-31, adopted by the City Council on February 21, 2023, forming the CFD and Improvement Area No. 1, as amended by Resolution No. 2024-256, adopted by the City Council on October 15, 2024 (collectively, the "Resolution of Formation') and any ordinance of the City Council of the City levying the Special Taxes, including but not limited to Ordinance No. 2023-05, which was introduced by the City Council February 21, 2023 and adopted by the City Council on March 21, 2023 (collectively, the "Prior Ordinances"), and Ordinance No. 2024-09 (the "2024 Ordinance"), which was introduced by the City Council on October 15, 2024, and adopted by the City Council on November 19, 2024 (the 2024 Ordinance and the Prior Ordinances are collectively referred to as the "Ordinance"). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the "Law"), to acquire certain public improvements, as described in the Resolution of Formation.

The Bonds are payable from the Special Tax on a parity with the outstanding Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2024A (the "2024 Bonds"). The Ordinance, the Resolution of Issuance, the Resolution of Formation and Resolution No. 2023-32, adopted by the City Council on February 21, 2023 (the "Resolution of Necessity") are collectively referred to herein as the "District Resolutions."
(c) Subsequent to its receipt of the certificate of the City (in substantially the form that is set forth in Exhibit B) deeming final the Preliminary Official Statement for the Bonds dated 2026, (which Preliminary Official Statement, including the cover page and all appendices thereto, is herein referred to as the "Preliminary Official Statement"), for purposes of Rule 15c2-12 ("Rule 15c2-12") promulgated by the Securities and Exchange Commission (the "SEC"), the Underwriter distributed copies of the Preliminary Official Statement. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information that was previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City, as evidenced by the execution and delivery of such document by an officer of the City, the "Official Statement"), the Fiscal Agent Agreement, the Continuing Disclosure Certificate of the City (the "City Disclosure Undertaking"), this Purchase Agreement, any other documents or contracts to which the City or the District is a party and all information contained therein, and all other documents, certificates and statements that are furnished by the City to the Underwriter in connection with the transactions that are contemplated by this Purchase Agreement, in connection 2 49 13 -3 020-7 144/2003 5 6-0701

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with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (d) At 8:00 A.M., California Time, on [Closing Date], 2026, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date"), the City will deliver: (i) to The Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book -entry form registered in the name of Cede & Co. and having the CUSIP numbers that are assigned to them printed thereon), duly executed by the officers of the City, as provided in the Fiscal Agent Agreement; and (ii) to the Underwriter, at the offices of Jones Hall LLP ("Bond Counsel"), in San Mateo, California, or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents that are mentioned herein; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being referred to as the "Closing").
(e) Except as otherwise disclosed and agreed to by the City, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A; provided, however, that the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Official Statement, subject to Section 12. The Underwriter shall provide to the City on the Closing Date a certificate in the form that is set forth in Exhibit D stating that the Underwriter made a bona fide public offering of the Bonds at the initial public offering price or prices that are set forth on the inside cover page of the Official Statement and in Exhibit A.

2. Representations, Warranties and Agreements of the City. The City represents, warrants and covenants to and agrees with the Underwriter that:
(a) The City is duly organized and validly existing as a general law city under the laws of the State of California and has duly authorized the formation of the District and Improvement Area No. I within the District pursuant to the Resolution of Formation and the Law. The City Council, as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in the real property records of the County of Solano at the time and in the form required by the Law a Notice of Special Tax Lien and an Amended and Restated Notice of Special Tax Lien (collectively, the "Notice of Special Tax Lien") (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the "Formation Documents"). Except to the extent set forth in the Formation Documents, each of the Formation Documents remains in full force and effect as of the date hereof and such Formation Documents have not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Fiscal Agent Agreement and the City Disclosure Undertaking (collectively, the "District Documents") and to carry out all transactions that are contemplated by each of such agreements; (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of 49 13 -3 020-7 144/2003 5 6-0701

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Issuance and the Fiscal Agent Agreement as provided herein; and (iii) to carry out, give effect to and consummate the transactions that are contemplated by the Formation Documents, the District Documents and the Official Statement;
(b) The City has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions that are contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City that are set forth in the District Documents;
(c) The City Council has duly and validly: (i) adopted the District Resolutions; (ii) called, held and conducted in accordance with all requirements of the Law elections within Improvement Area No. 1 to approve the levy of the Special Taxes within Improvement Area No. 1 and the issuance of the Bonds; (iii) recorded the Notice of Special Tax Lien, which established a continuing lien on the land within Improvement Area No. 1 securing the Special Tax; (iv) authorized and approved the execution, delivery and due performance of the Bonds and the District Documents; (v) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement; and (vi) authorized and approved the performance by the City of its obligations that are contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions that are contemplated by, each of the District Documents (including, without limitation, the collection of the Special Taxes), the Bonds and the Official Statement; and at the Closing Date, the Formation Documents will be in full force and effect and the District Documents and the Bonds will constitute the valid, legal and binding obligations of the City and the District and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought;
(d) To the best of the City's knowledge, neither the District nor the City is in breach of or default under any applicable law or administrative rule or regulation of the State of California (the "State") or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court order, administrative decree or order, or under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the District or the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the District or the City of its obligations under the Bonds, the Formation Documents or the District Documents, and the execution and delivery of the Bonds, the Formation Documents and the District Documents and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court order or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City, as the case may be, is a party or is otherwise subject or bound;
(e) Except for compliance with blue sky or other state securities law filings, as to which the City makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having 4 49 13 -3 020-7 144/2003 5 6-0701

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jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect; (f) The Special Taxes constituting the security for the Bonds have been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws of the State, and such Special Taxes, when levied, will constitute valid and legally binding continuing liens on the properties on which they have been levied; (g) Except to the extent that the City determines that such amendment or supplement is required by law, the City shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter.

Until the date which is twenty-five (25) days after the "end of the underwriting period" (as such term is defined herein), if any event shall occur of which the City is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information that is available to it for any supplement to the Official Statement which is necessary, in the Underwriter's opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time, and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term "end of the underwriting period" means the later of such time as: (i) the City delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice that is delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period;"
(h) The Fiscal Agent Agreement creates a valid pledge of the Special Taxes and the moneys in the Special Tax Fund, the Bond Fund and the 2024 Reserve Fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions that are set forth therein. Until such time as moneys have been set aside in an amount that is sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the City will faithfully perform and abide by all of the covenants, undertakings and provisions that are contained in the Fiscal Agent Agreement; (i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending, notice of which has been served on and received by the City or, to the best knowledge of the City, threatened: (i) which would materially adversely affect the ability of either the City or the District to perform its obligations under the Bonds, the Formation Documents or the District Documents; (ii) that seeks to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement or the collection or application of the Special Taxes that are pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents or any action 5 49 13 -3 020-7 144/2003 5 6-0701

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contemplated by any of said documents; or (iii) in any way contesting the completeness or accuracy of the Preliminary Official Statement or the powers or authority of the City or the District with respect to the Bonds, the Formation Documents, the District Documents or any action of the City or the District contemplated by any of said documents; nor is there any action pending or, to the best knowledge of the City, threatened against the City or the District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from personal income taxation in the State;
0) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the City shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing; (k) Any certificate that is signed by any official of the City who is authorized to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein; (1) The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement;
(m) The information contained in the Preliminary Official Statement (other than information relating to DTC and its book -entry system and prices and yields for the Bonds or any other information provided by the Underwriter, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (other than information relating to DTC and its book -entry system and prices and yields for the Bonds or any other information provided by the Underwriter, as to which no view is expressed), as of its date and as of the Closing Date shall be, true and correct in all material respects, and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the City as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, the City shall cause a final form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the City so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB;
(o) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings under Rule 15c2-12;
(p) Except as otherwise disclosed in the Preliminary Official Statement, and except as the Amendment to Notice of Special Tax Lien amends and supplements the Notice of Special Tax Lien, the Formation Documents have not been amended, terminated, rescinded or modified; 6 49 13 -3 020-7 144/2003 5 6-0701

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(q) The City shall not voluntarily undertake any course of action that is inconsistent with satisfaction of the requirements that are applicable to the City as set forth in this Purchase Agreement;
(r) The City shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate; and
(s) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City that are contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents that are furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Formation Documents and the District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel and Stradling Yocca Carlson & Rauth LLP, counsel to the Underwriter, shall be necessary and appropriate; (b) The information that is contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true, correct and complete in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, contain any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices that are set forth in the Official Statement shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press 7 49 13 -3 020-7 144/2003 5 6-0701

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release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof,
(2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or from other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the District, its property, income, securities (or interest thereon), the validity or enforceability of the Special Taxes or the ability of the City to construct or acquire the improvements as contemplated by the Formation Documents, the District Documents or the Official Statement; (4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact that is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government of, or the financial community or financial markets in, the United States or elsewhere, or the escalation of such calamity or crisis, which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner that are contemplated in the Preliminary Official Statement or the Official Statement; (6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds;
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(7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions that are not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (8) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within Improvement Area No. 1 or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects the proposed development of property within Improvement Area No. 1; (9) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(10) there shall have been any material adverse change in the affairs of the City that in the Underwriter's reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (11) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (12) a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all of the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939, as amended; and (d) On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Formation Documents and the District Documents, together with a certificate dated as of the Closing Date of the City Clerk to the effect that each Formation Document is a true, correct and complete copy of the one that was duly adopted by the City Council; (2) The Official Statement, duly executed by the City for and on behalf of the District;
(3) An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, in the form attached to the Preliminary Official Statement as Appendix G, and an unqualified letter of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; 9 49 13 -3 020-7 144/2003 5 6-0701

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(4) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that: (i) the Purchase Agreement and the City Disclosure Undertaking have been duly authorized, executed and delivered by the City, and, assuming that the Purchase Agreement is duly executed by the Underwriter, such agreements constitute the legally valid and binding obligation of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditors' rights or remedies and general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and under the captions "INTRODUCTION," "FINANCING PLAN," "THE 2026 BONDS," "SECURITY FOR THE BONDS," "LEGAL MATTERS —Tax Exemption" and in Appendices C and G thereof (except that no opinion or belief need be expressed as to any financial or statistical data contained therein), insofar as it purports to summarize certain provisions of the Law, the Bonds, the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State personal income taxes of interest on the Bonds, presents a fair and accurate summary of such provisions; (iv) the District is a community facilities district that is duly organized and validly existing under and by virtue of the laws of the State; and (v) the execution and delivery by the City of the District Documents, and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under the Law or the District Resolutions, the consequence of which could be a material and adverse effect on the performance by the City of its obligations under the District Documents; (5) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth LLP, counsel to the Underwriter, in form and substance satisfactory to the Underwriter;
(6) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that: (i) the representations and warranties of the City in Section 2 are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds, the Formation Documents and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; (iii) the City has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied under the Formation Documents and the District Documents at or prior to the Closing Date; (7) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that:
(A) the City is a municipal corporation that is duly organized and validly existing under and by virtue of the laws of the State;
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(B) the District Resolutions were duly adopted at meetings of the City Council that were each called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the District Resolutions are in full force and effect and have not been modified, amended or rescinded as of the Closing Date; (C) the execution and delivery by the City of the District Documents, and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute a breach of or default under any court decree, resolution (other than the District Resolutions) or agreement to which the City is subject to or by which it is bound, the consequence of which could be a material and adverse effect on the performance by the City of its obligations under the District Documents; and (D) except as otherwise disclosed in the Official Statement, there is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body, pending of which the City or the District has received service of process or, to the best knowledge of such counsel, threatened against the City or the District: (i) in any way questioning the existence of the City or the District or the titles of the officers thereof to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of the Bonds or any of the District Documents, or the payment or collection of any amounts pledged or to be pledged to pay the Bonds, or in any way contesting or affecting the validity of the Bonds or the District Documents or the consummation of the transactions that are contemplated thereby or any proceeding of the City or the District taken with respect to any of the foregoing, or explicitly alleging that the interest that is payable on the Bonds is not exempt from taxation or contesting the powers of the City or the District and the authority to pledge the Special Taxes; (iii) that may result in any material adverse change relating to the City or the District that will materially adversely affect the ability to pay the Bonds when due; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(8) One or more certificates dated the Closing Date from Goodwin Consulting Group, Inc. (the "Special Tax Consultant") addressed to the City and the Underwriter to the effect that: (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all parcels of Taxable Property (as such term is used in the herein -defined Amended Rate and Method) in Improvement Area No. 1 is at least one hundred ten percent (110%) of the total Annual Debt Service (as such term is defined in the Fiscal Agent Agreement) for each such Fiscal Year on the proposed Bonds and the 2024 Bonds; (ii) the description of the Amended Rate and Method (as such term is defined in the Preliminary Official Statement) set forth under the caption "SECURITY FOR THE BONDS —Amended Rate and Method" is true and correct in all material respects and does not omit any material information and the recitation of the Amended Rate and Method that is appended to the Preliminary Official Statement and the Official Statement as Appendix B is a true, complete and correct recitation of the provisions thereof, and (iii) all information that has been supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date;
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(9) A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
(10) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent dated the Closing Date and addressed to the City and the Underwriter to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms;
(11) A Letter of Representations of One Lake Holding LLC, a Delaware limited liability company ("One Lake Holding") in connection with the printing of the Preliminary Official Statement, dated the date of Preliminary Official Statement, substantially in the form that is set forth in Exhibit C-1, or as any such Letter of Representation may be modified with the approval of the Underwriter, and a Closing Certificate of One Lake Holding dated the Closing Date, substantially in the form that is set forth in Appendix 1 to Exhibit C-1; (12) A Letter of Representations from each of Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"), Tri Pointe Homes Holdings, a Delaware corporation ("Tri Pointe"), Century Communities of California, LLC, a Delaware limited liability company ("Century Communities"), KB Home North Bay LLC, a Delaware limited liability company ("KB Home") and K. Hovnanian Homes Northern California, Inc., a California corporation ("K. Hovnanian" and, together with Lennar Homes, Tri Pointe, Century Communities and KB Home, the "Merchant Builders") dated the date of the Preliminary Official Statement, substantially in the form that is set forth in Exhibit C-2, as applicable (each a "Merchant Builder Letter of Representations"), or as such letters may be modified with the approval of the Underwriter, and a closing certificate of each of the Merchant Builders dated the Closing Date, substantially in the form that is set forth in Appendix 1 to Exhibit C-2 (each a "Merchant Builder Closing Certificate"); (13) A negative assurance letter from counsel to One Lake Holding and each of the Merchant Builders addressed to the Underwriter in form and substance acceptable to the Underwriter;
(14) A letter dated the Closing Date from BBG, Inc. (the "Appraiser") addressed to the Underwriter and the City to the effect that it has prepared the appraisal report (the "Appraisal") with respect to the property located within Improvement Area No. 1 of the District, and that: (a) the Appraisal that is appended to the Official Statement as Appendix H may be included in the Preliminary Official Statement and the Official Statement; (b) the Appraisal and the information in the Official Statement referring to the Appraisal do not contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (c) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser's attention that would materially change the opinions set forth in the Appraisal; (15) An negative assurance letter of Jones Hall LLP, as Disclosure Counsel to the City ("Disclosure Counsel"), dated the Closing Date and addressed to the Underwriter, to the effect that, based on the information made available to it in its role as Disclosure Counsel, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but on the basis of its 12 49 13 -3 020-7 144/2003 5 6-0701

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participation in conferences with the Underwriter, counsel to the Underwriter, the City, the City Attorney, the Special Tax Consultant, PFM Financial Advisors LLC, the City's municipal advisor (the "Municipal Advisor"), and others, and its examination of certain documents, no information has come to the attention of the attorneys in the firm rendering legal services in connection with the issuance of the Bonds which would lead them to believe that the Preliminary Official Statement as of its date and as of the date of this Purchase Agreement or the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical and demographic data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, the engineer's report, and information regarding DTC and its book -entry only system contained in the Preliminary Official Statement or the Official Statement); (16) A certified copy of the general resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain officers of the Fiscal Agent, which resolution authorizes the execution and delivery of the Fiscal Agent Agreement and the authentication and delivery of the Bonds by the Fiscal Agent;
(17) Copies of the preliminary and final notices to the California Debt and Investment Advisory Commission relating to the Bonds;
(18) Evidence of the City's and/or the District's compliance with or exemption from Section 8855(i) of the California Government Code; (19) Executed copies of the continuing disclosure undertaking of the Master Developer and [each Merchant Builder], dated the Closing Date; (20) A copy of the executed Blanket Issuer Letter of Representations by and between the City and/or the District and The Depository Trust Company relating to the book entry system, or an acknowledgement from The Depository Trust Company that such a letter is on file with The Depository Trust Company;
(21) An executed Petition for Change Proceedings or Waiver related to Change Proceedings, as applicable, for each owner of property in Improvement Area No. 1 as of the date of the election regarding the Amended Rate and Method;
(22) The certificate required by Section 3.06 of the Fiscal Agent Agreement stating that the requirements for the issuance of the Bonds as Parity Bonds under the Fiscal Agent Agreement have been met; and
(23) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information in the Preliminary Official Statement and the Official Statement, of the City's representations and warranties herein and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the District in connection with the transactions contemplated hereby and by the Official Statement. 13 49 13 -3 020-7 144/2003 5 6-0701

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If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds which are contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Sections 5, 6 and 8 shall continue in full force and effect.

4. Conditions to the Obligations of the City. The City's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the City executing the certificate referred to in Section 3(d)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the City; and
(b) As of the Closing Date, the City shall receive the approving opinion of Bond Counsel referred to in Section 3(d)(3) hereof, dated as of the Closing Date.

S. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the District) all expenses that are incident to the performance of the City's obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement, the Appraisal, and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of the Underwriter's counsel), reimbursement to the Underwriter for any meals and travel for City employees or officers that were paid for by the Underwriter, the fees and disbursements of the Fiscal Agent for the Bonds and Bond Counsel, Disclosure Counsel, the Special Tax Consultant and the Municipal Advisor and any other accountants, engineers or any other experts or consultants that the City has retained in connection with the Bonds and any other expenses that are agreed to by the parties; and
(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

6. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at 1000 Webster Street, Fairfield, California 94533, Attention: City Manager; and any notice or other communication 14 49 13 -3 020-7 144/2003 5 6-0701

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to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 36th Floor, San Francisco, California 94104, Attention: Eileen Gallagher.

7. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.

8. Survival of Representations and Warranties. The representations and warranties of the City in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds.

9. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.

10. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the City.

11. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.

12. Establishment of Issue Price.
(a) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the Municipal Advisor, identified herein and any notice or report to be provided to the City may be provided to the Municipal Advisor.
(b) Except as otherwise set forth in Exhibit A, the City will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. 15 49 13 -3 020-7 144/2003 5 6-0701

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(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold -the -Offering -Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the City when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (d) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such retail distribution agreement, as applicable, to: (1) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and (2) comply with the hold -the - offering -price rule, if applicable, in each case if and for so long as directed by the Underwriter. The City acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold -the -offering -price rule, if applicable, as set forth in a selling group agreement and the related pricing wires; and (B) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the hold -the -offering -price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold -the -offering -price rule as applicable to the Bonds. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(1) "public" means any person other than an underwriter or a related party; 16 49 13 -3 020-7 144/2003 5 6-0701

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(2) "underwriter" means: (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public; and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to: (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another); or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and parties.
(4) "sale date" means the date of execution of this Purchase Agreement by all [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
Authorized Representative
CITY OF FAIRFIELD, for and on behalf of City of
Fairfield Community Facilities District No. 2023-1
(One Lake Planning Area 5)
am
Authorized Officer
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18

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EXHIBIT A
$ [Par]
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest Rate
Yield
Initial Offering
Price
10% Test
Used
Hold -the-
Offering -
Price Rule
Used
* Term Bond.
t As of the date of the Purchase Agreement, the Underwriter has not sold at least 10% of the maturity. c Priced to first optional redemption date of September 1, 20_ at par.

The purchase price of the Bonds shall be $ , which is the principal amount thereof ($ ) [plus/less] an [original issue premium/discount] of $ and less Underwriter's discount of $

REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing on or before September 1, 20_ are not subject to optional redemption prior to their stated maturity. The Bonds 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 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, 20_, September 1, 20_, and September 1, 20_ (the "Term Bonds"), 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 the aggregate respective principal amounts all as set forth in the following tables:

A-1
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Bonds Maturing September 1, 20_
Sinking Fund
Redemption Date
(September 1) Sinking Payments
(maturity)
Bonds Maturing September 1, 20_
Sinking Fund
Redemption Date
(September 1) Sinking Payments
(maturity)
Bonds Maturing September 1, 20_
Sinking Fund
Redemption Date
(September 1) Sinking Payments
(maturity)
Provided, 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 2024 Reserve Fund will be used to redeem 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 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

A-2
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Redemption Dates
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 Redemption Price
103%
102
101
100
A-3
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EXHIBIT B
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the City Manager of the City of Fairfield (the "City"), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the "Rule");
(2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated the date of this certificate setting forth information concerning the Bonds and the City (the "Preliminary Official Statement"); and (3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.
, 2026.

CITY OF FAIRFIELD, for and on behalf of City of
Fairfield Community Facilities District No. 2023-1
(One Lake Planning Area 5)
By:

Its: City Manager
B-1
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EXHIBIT C-1
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

LETTER OF REPRESENTATIONS OF ONE LAKE HOLDING LLC
, 2026
City of Fairfield
1000 Webster Street
Fairfield, California 94533
City of Fairfield Community Facilities
District No. 2023-1 (One Lake Planning Area 5)
1000 Webster Street
Fairfield, California 94533
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 36th Floor
San Francisco, California 94104
Ladies and Gentlemen:

Reference is made to the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") and to the Bond Purchase Agreement (the "Purchase Agreement"), by and between the City of Fairfield (the "City") and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), to be entered into in connection therewith. This Letter of Representations of One Lake Holding LLC (the "Letter of Representations") is delivered pursuant to and in satisfaction of Section 3(d)(11) of the Purchase Agreement. Capitalized terms that are used herein and not otherwise defined have the meanings ascribed to them in the Purchase Agreement.

The undersigned certifies that the undersigned is familiar with the facts herein and is authorized and qualified to certify the same as an authorized officer or representative of One Lake Holding LLC, a Delaware limited liability company (the "Master Developer"), and the undersigned, on behalf of the Master Developer, further certifies as follows:

1. The Master Developer is validly existing and in good standing as a limited liability company under the laws of the State of Delaware and is registered to transact business as a foreign limited liability company and is in good standing in the State of California, and has all requisite right, power and authority: (i) to execute and deliver this Letter of Representations; (ii) to execute and deliver at Closing and perform its obligations under the Continuing Disclosure Certificate (Property Owner — One Lake Holding LLC) (the "Master Developer Continuing Disclosure Certificate"), to be entered into by the Master Developer; and (iii) to develop its property in Improvement Area No. 1 (the "Improvement Area") of City of Fairfield Community Facilities District No. 2023-1 (One Lake C-1-1
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Planning Area 5) (the "Community Facilities District") as described in the Preliminary Official Statement relating to the Bonds dated the date hereof (the "Preliminary Official Statement").

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within the Improvement Area is held in the name of the Master Developer (the "Property").

The undersigned, on behalf of the Master Developer, makes the representations herein with respect to all such Property. The Master Developer's current expectation is that the Master Developer will attempt to sell the Property to one or more merchant builders over time.

3. To the Actual Knowledge of the Undersigned,' and except as described in the Preliminary Official Statement, the Master Developer has not failed in any material respect to comply with any previous undertaking by it to provide periodic continuing disclosure reports or notices of material events with respect to community facilities districts or assessment districts in California within the past five years.

4. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Master Developer (with proper service of process to the Master Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate' (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Master Developer or any such Affiliate: (a) to restrain or enjoin the collection of Special Taxes or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the 2024 Reserve Fund of the Special Tax Fund established under the Fiscal Agent Agreement); (b) to restrain or enjoin the execution by the Master Developer of the Master Developer Continuing Disclosure Certificate and performance by the Master Developer of its obligations thereunder; (c) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement; (d) in any way contesting or affecting the validity of the Special Taxes; or (e) which is reasonably likely to materially and adversely affect the Master Developer's ability to develop and sell the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property prior to delinquency (to the extent the responsibility of the Master Developer). ' `Actual Knowledge of the Undersigned" means the actual knowledge (as opposed to constructive knowledge) that the individual signing on behalf of the Master Developer currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Master Developer and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Master Developer's current business and operations. Individuals who are no longer employees of the Master Developer and its Affiliates have not been contacted.
z `Affiliate" means, with respect to the Master Developer, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Master Developer; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Improvement Area and an investment decision regarding the Bonds (i.e., information relevant to: (a) the Master Developer's development plans with respect to the Property and ability to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Master Developer); or (b) such Person's assets or funds that would materially affect the Master Developer's ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Master Developer); or (c) such Person's compliance with continuing disclosure undertakings that would materially affect the Master Developer's ability to comply with its obligations under the Master Developer Continuing Disclosure Certificate). "Person " means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with') means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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5. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information that is contained therein solely with respect to the Master Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Master Developer's development plan, the Master Developer's financing plan, the Master Developer's lenders, if any, and contractual arrangements of the Master Developer or any Affiliates (including, if material to the Master Developer's development plan or the Master Developer's financing plan, other loans of such Affiliates) as set forth under the captions of the Preliminary Official Statement entitled "THE DISTRICT AND IMPROVEMENT AREA NO. 1—Description and Location," "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS —The One Lake Project," "—Development Agreement," "Conditions of Approval," "—Public Infrastructure Improvements Required for the One Lake Project," "Improvement Area No. I Development Status Summary," "—Existing and Planned Sales to Merchant Builders," "—Entitlements," "—Environmental Matters," "—Master Developer Financing Plan for Improvement Area No. I," and "—The Master Developer," and "CONTINUING DISCLOSURE —Master Developer" (excluding therefrom in all cases information regarding appraised or assessed values, market value ratios and annual special tax ratios, and information which is identified as having been provided by a source other than the Master Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6. Except as disclosed in the Preliminary Official Statement, there are no material loans that are outstanding and unpaid, and no material lines of credit of the Master Developer or its Affiliates, which are secured by an interest in the Property. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Master Developer and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, fiscal agent agreement, bond or note to which the Master Developer or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Master Developer's ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property prior to delinquency (to the extent the responsibility of the Master Developer).

7. To the Actual Knowledge of the Undersigned, the Master Developer is not aware that any of the Property has a current liability with respect to the presence of a substance that is presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable State law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

8. The Master Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Master Developer and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District or the designation of the Improvement Area, to challenge the adoption of the District Resolutions, to invalidate the Community Facilities District or the Improvement Area or any of the Bonds or any refunding bonds related thereto, or to invalidate the Special Tax liens imposed under the Law based on recordation of the notices of Special Tax lien relating thereto. The foregoing covenant shall not prevent the Master Developer or any Affiliate in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, without limitation: (a) an action C-1-3
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or suit contending that the Special Tax has not been levied in accordance with the methodologies that are contained in the Amended Rate and Method (as such term is defined in the Fiscal Agent Agreement) pursuant to which the Special Taxes are levied; (b) an action or suit with respect to the application or use of the Special Taxes levied and collected; or (c) an action or suit to enforce the obligations of the City and/or the Community Facilities District under the District Resolutions, the Fiscal Agent Agreement or any other agreements among the Master Developer or an Affiliate, the City and/or the Community Facilities District or to which the Master Developer or an Affiliate is a beneficiary or a party.

9. The Master Developer consents to the issuance of the Bonds. The Master Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.

10. The Master Developer intends to comply with the provision of the Law relating to the Notice of Special Tax described in California Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

11. To the Actual Knowledge of the Undersigned, the Master Developer is able to pay its bills as they become due and no legal proceedings are pending against the Master Developer (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Master Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

12. To the Actual Knowledge of the Undersigned, Affiliates of the Master Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliate of the Master Developer (with proper service of process having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Master Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debt or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

13. To the Actual Knowledge of the Undersigned, during the last five years, neither the Master Developer nor any Affiliate has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property that is within the boundaries of a community facilities district or an assessment district in the State that: (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing; or (b) resulted in a foreclosure action being commenced in a court of law against the delinquent Master Developer or Affiliate.

14. The Master Developer has not filed for the reassessment of the assessed value of portions of the Property.

15. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Master Developer, its Affiliates or any contractors working on the development of the Property which are reasonably likely to materially and adversely affect the development of the Property as described in the Preliminary Official Statement or the C-1-4
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payment of the Special Taxes that are due with respect to the Property prior to delinquency (to the extent the responsibility of the Master Developer).

16. Based upon the Master Developer's current development plans for the Property, including, without limitation, the current budget, and subject to economic conditions and risks that are generally inherent in the development of real property, including, but not limited to, the risks that are described in the Preliminary Official Statement under the captions "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS" and "BOND OWNERS' RISKS," the Master Developer presently anticipates that it will have sufficient funds to develop the Property as described in the Preliminary Official Statement and to pay Special Taxes levied against the Property prior to delinquency (to the extent the responsibility of the Master Developer). The Master Developer does not anticipate that the City will be required to resort to a draw on the 2024 Reserve Fund for payment of principal of or interest on the Bonds due to the Master Developer's nonpayment of Special Taxes.

However, neither the Master Developer nor any of its Affiliates are obligated to make any additional capital contribution or loan to the Master Developer at any time, and the Master Developer reserves the right to change its development plan and financing plan for the Property at any time without notice.

17. Solely as to the limited information that is described in Paragraph 5 above concerning the Master Developer, its Affiliates, the proposed development of the Property, ownership of the Property, the Master Developer's development plan, the Master Developer's financing plan, the Master Developer's lenders, if any, and contract arrangements of the Master Developer and its Affiliates (including, if material to the Master Developer's development plan or the Master Developer's financing plan, other loans of such Affiliates), the Master Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City and the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any actual reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement by the Master Developer of a material fact or the omission of a material fact by the Master Developer in the above -referenced information in the Preliminary Official Statement, as of its date, or in any annual or semi-annual report or notice of significant event provided by the Master Developer pursuant to the Master Developer Continuing Disclosure Certificate, as of its date, that is necessary to make the statements made by the Master Developer contained therein, in light of the circumstances under which they were made, not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Master Developer may otherwise have to any Indemnified Party, provided that in no event shall the Master Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification is believed by the Indemnified Party to be owed pursuant to the above paragraph, such Indemnified Party shall promptly notify the Master Developer in writing; provided that the failure to notify the Master Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure, and then only to C-1-5
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the extent of such material prejudice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Master Developer thereof, the Master Developer shall retain counsel that is reasonably satisfactory to the Indemnified Party (who may be counsel to the Master Developer) to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Master Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Master Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Master Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Master Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them under applicable law, rule or regulation determined by the appointed counsel in his or her professional opinion. It is understood and agreed that the Master Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Master Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Master Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested that the Master Developer reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this paragraph, the Master Developer shall be liable for any settlement of any proceeding effected without its written consent if. (1) such settlement is entered into more than 60 days after receipt by the Master Developer of such request; and (2) the Master Developer shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement (provided that the foregoing shall not be applicable to any failure to reimburse if the Master Developer is disputing such payment in good faith and shall have paid any amounts which are not in dispute). The Master Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and to the extent that indemnification could have been sought hereunder by such Indemnified Party, unless such settlement: (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and as to which the Master Developer has an obligation to indemnify such Indemnified Party; and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

18. The Master Developer agrees to execute a Master Developer Continuing Disclosure Certificate at the time of issuance of the Bonds in substantially the form included in Appendix F to the Preliminary Official Statement.

19. If between the date hereof and the Closing Date any event relating to or affecting the Master Developer, its Affiliates, the proposed development of the Property, ownership of the C-1-6
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Property, the Master Developer's development plan, the Master Developer's financing plan, the Master Developer's lenders, if any, and contractual arrangements of the Master Developer or any Affiliates (including, if material to the Master Developer's development plan or the Master Developer's financing plan, other loans of such Affiliates) shall occur of which the Master Developer has actual knowledge which would cause the information under the captions of the Preliminary Official Statement that are described in Paragraph 5 hereof (and subject to the limitations and exclusions contained in Paragraph 5) to contain an untrue statement of a material fact or to omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Master Developer shall notify the City and the Underwriter. If in the reasonable opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Master Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance that is reasonably satisfactory to counsel to the City and to the Underwriter.

20. The Master Developer agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Appendix 1.

21. An appraisal of the taxable properties within the Improvement Area (the "Appraisal Report") was prepared by BBG, Inc. (the "Appraiser"). The Appraisal Report estimates the market value of the taxable properties within the Improvement Area as of June 1, 2026 (the "Date of Value"). To the Actual Knowledge of the Undersigned, taken in its entirety, all information that was submitted by, or on behalf of and authorized by, the Master Developer to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow in Appendix 2 attached hereto was true and correct in all material respects as of the Date of Value.

22. On behalf of the Master Developer, I have reviewed the contents of this Letter of Representations and have met with counsel to the Master Developer for the purpose of discussing the meaning of the contents of this Letter of Representations. The Master Developer acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Master Developer and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Master Developer under such securities laws.

The undersigned has executed this Letter of Representations solely in the undersigned's capacity as an officer or representative of the Master Developer and the undersigned will have no personal liability arising from or relating to this Letter of Representations. Any liability that arises from or relates to this Letter of Representations may only be asserted against the Master Developer. 49 13 -3 020-7 144/2003 5 6-0701

ONE LAKE HOLDING LLC,
a Delaware limited liability company
By:

Name:

Title:

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APPENDIX 1
$ [PAR]
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

CLOSING CERTIFICATE OF ONE LAKE HOLDING LLC
[Closing Date], 2026
City of Fairfield
1000 Webster Street
Fairfield, California 94533
City of Fairfield Community Facilities
District No. 2023-1 (One Lake Planning Area 5)
1000 Webster Street
Fairfield, California 94533
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 36th Floor
San Francisco, California 94104
Ladies and Gentlemen:

Reference is made to the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") and to the Bond Purchase Agreement, dated [Pricing Date], 2026 (the "Purchase Agreement"), by and between the City of Fairfield and Stifel, Nicolaus & Company, Incorporated, entered into in connection therewith. This Closing Certificate of One Lake Holding LLC (the "Closing Certificate") is delivered by One Lake Holding LLC, a Delaware limited liability company (the "Master Developer") pursuant to the Purchase Agreement. Capitalized terms that are used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of One Lake Holding LLC dated , 2026 (the "Letter of Representations"), delivered by the Master Developer.

The undersigned certifies that the undersigned is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Master Developer. The undersigned, on behalf of the Master Developer, further certifies as follows:

1. The Master Developer has received the final Official Statement relating to the Bonds (the "Final Official Statement"). To the Actual Knowledge of the Undersigned, each statement, representation and warranty that was made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Final Official Statement and all references to the Master Developer Continuing C-1-8
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Disclosure Certificate shall be deemed to be references to the Master Developer Continuing Disclosure Certificate as executed by the Master Developer.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which affects the statements and information that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations) relating to the Master Developer, its ownership of the Property, the Master Developer's development plan, the Master Developer's financing plan and contractual arrangements of the Master Developer which should be disclosed in the Final Official Statement for the purposes for which it is to be used in order to make such statements and information that are contained in the Final Official Statement not misleading in any material respect.

3. The Master Developer has duly authorized the execution and delivery of the Master Developer Continuing Disclosure Certificate and is duly authorized to perform the obligations on its part to be performed thereunder, and the Master Developer Continuing Disclosure Certificate constitutes the legal, valid and binding obligations of the Master Developer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws affecting the rights of creditors and certain equitable, legal or statutory principles affecting enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding of law or equity.

4. For the period through 25 days after the "end of the underwriting period" (as such term is defined in the Purchase Agreement to mean the Closing Date), if any event that relates to or affects the Master Developer, its ownership of the Property, the Master Developer's development plan, the Master Developer's financing plan and contractual arrangements of the Master Developer shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Final Official Statement in order to make the information under the captions of the Final Official Statement that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations) not misleading, in the light of the circumstances under which they were made, the Master Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the information described in the captions of the Final Official Statement that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations). Such amendment or supplement shall be in form and substance satisfactory to the Underwriter and counsel to the Community Facilities District and shall amend or supplement the Final Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading.

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5. The undersigned has executed this Closing Certificate solely in the undersigned's capacity as an officer or representative of the Master Developer and the undersigned will have no personal liability arising from or relating to this Closing Certificate. Any liability that arises from or relates to this Closing Certificate may only be asserted against the Master Developer.

ONE LAKE HOLDING LLC,
a Delaware limited liability company
By:

Name:

Title:

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APPENDIX 2
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

EXCERPTS FROM THE APPRAISAL REPORT
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EXHIBIT C-2
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A
LETTER OF REPRESENTATIONS OF [MERCHANT BUILDER]
, 2026
City of Fairfield
1000 Webster Street
Fairfield, California 94533
City of Fairfield Community Facilities
District No. 2023-1 (One Lake Planning Area 5)
1000 Webster Street
Fairfield, California 94533
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 36th Floor
San Francisco, California 94104
Ladies and Gentlemen:

Reference is made to the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") and to the Bond Purchase Agreement (the "Purchase Agreement"), by and between the City of Fairfield (the "City") and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), to be entered into in connection therewith. This Letter of Representations of [Merchant Builder] (the "Letter of Representations") is delivered pursuant to and in satisfaction of Section 3(d)(12) of the Purchase Agreement. Capitalized terms that are used herein and not otherwise defined have the meanings ascribed to them in the Purchase Agreement.

The undersigned certifies that the undersigned is familiar with the facts herein and is authorized and qualified to certify the same as an authorized officer or representative of [Merchant Builder Full Name] (the "Merchant Builder"), and the undersigned, on behalf of the Merchant Builder, further certifies as follows:

1. The Merchant Builder is validly existing and in good standing as a limited liability company under the laws of the State of California and is in good standing in the State of California, and has all requisite right, power and authority: (i) to execute and deliver this Letter of Representations; (ii) to execute and deliver at Closing [and perform its obligations under the Continuing Disclosure Certificate (Property Owner —Lennar Homes of California, LLC) (the "Merchant Builder Continuing Disclosure Certificate"), to be entered into by the Merchant Builder] [Applicable Builders Only]; and (iii) to develop its property in Improvement Area No. 1 (the "Improvement Area") of City of Fairfield Community Facilities District No. 2023-1 (One Lake 49 13 -3 020-7 144/2003 5 6-0701

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Planning Area 5) (the "Community Facilities District") as described in the Preliminary Official Statement relating to the Bonds dated the date hereof (the "Preliminary Official Statement").

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within the Improvement Area is held in the name of, or under option to, the Merchant Builder (the "Property"). The undersigned, on behalf of the Merchant Builder, makes the representations herein with respect to all such Property. Except as otherwise described in the Preliminary Official Statement, the Merchant Builder is, and the Merchant Builder's current expectations are that the Merchant Builder shall remain, the party responsible for the development of the Property. The Merchant Builder has not entered into an agreement for development or management of the Property by any other entity, except for [the option agreement with DRP CA4, LLC (the "K. Hovnanian Landbank") and][K. Hovnanian only] such subcontracts, consultant agreements and similar agreements for land development activities associated with the Merchant Builder's development plan as are entered into in the ordinary course of business. [Pursuant to a landbank option arrangement between Merchant Builder and K. Hovnanian Landbank (the "Option Agreement"), the Merchant Builder acquired lots within the Improvement Area from K. Hovnanian Landbank and has an option to acquire additional lots within the Improvement Area from K.

Hovnanian Landbank pursuant to the Option Agreement, as described in the Preliminary Official Statement. Except as otherwise described in the Preliminary Official Statement, the Merchant Builder is the party responsible for the development (i.e., the construction of homes) of the portion of the Property it acquires from. Hovnanian Landbank.] [K. Hovnanian only]

3. To the Actual Knowledge of the Undersigned,' and except as described in the Preliminary Official Statement, the Merchant Builder has not failed in any material respect to comply with any previous undertaking by it to provide periodic continuing disclosure reports or notices of material events with respect to community facilities districts or assessment districts in California within the past five years.

4. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Merchant Builder (with proper service of process to the Merchant Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate' (with proper service of process to such Affiliate having been ' "[Actual Knowledge of the Undersigned" means the actual knowledge (as opposed to constructive knowledge) that the individual signing on behalf of the Merchant Builder currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Merchant Builder and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Merchant Builder's current business and operations. Individuals who are no longer employees of the Merchant Builder and its Affiliates have not been contacted. [The Merchant Builder further notes that Lennar Corporation, a Delaware corporation, and the parent of the Merchant Builder ("Lennar Corporation'), completed a merger with CalAtlantic Group, Inc., a Delaware corporation ("CalAtlantic') in February 2018, pursuant to which CalAtlantic merged with and into the Lennar Corporation, with Lennar Corporation being the surviving entity. Separate and apart from Lennar Corporation's due diligence efforts for purposes of completing the acquisition of CalAtlantic, for purposes of this Letter of Representations, individuals who were employees and officers of CalAtlantic and its subsidiaries prior to the merger have not been consulted or contacted and documents entered into by CalAtlantic and its subsidiaries or related to their properties and projects have not been reviewed.] [Lennar only]
Z `Affiliate" means, with respect to the Merchant Builder, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Merchant Builder; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Improvement Area and an investment decision regarding the Bonds (i.e., information relevant to: (a) the Merchant Builder's development plans with respect to the Property and ability to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Merchant Builder); or (b) such C-2-2
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accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Merchant Builder or any such Affiliate: (a) to restrain or enjoin the collection of Special Taxes or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the 2024 Reserve Fund of the Special Tax Fund established under the Fiscal Agent Agreement); [(b) to restrain or enjoin the execution by the [Merchant Builder of the Merchant Builder Continuing Disclosure Certificate and performance by the Merchant Builder of its obligations thereunderJ[Applicable Builders Only] (c) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement; (d) in any way contesting or affecting the validity of the Special Taxes; or (e) which is reasonably likely to materially and adversely affect the Merchant Builder's ability to complete the development and sale of the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property prior to delinquency (to the extent the responsibility of the Merchant Builder).

5. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information that is contained therein solely with respect to the Merchant Builder, its Affiliates, the proposed development of the Property, ownership of the Property, the Merchant Builder's development plan, the Merchant Builder's financing plan, the Merchant Builder's lenders, if any, and contractual arrangements of the Merchant Builder or any Affiliates (including, if material to the Merchant Builder's development plan or the Merchant Builder's financing plan, other loans of such Affiliates) as set forth under the captions of the Preliminary Official Statement entitled "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS —Improvement Area No. 1 Development Status Summary," and "—[Merchant Builder]" [and "CONTINUING DISCLOSURE —[Merchant Builder] [Applicable Builders Only]"] (excluding therefrom in all cases information regarding appraised or assessed values, market value ratios and annual special tax ratios, and information which is identified as having been provided by a source other than the Merchant Builder), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6. Except as disclosed in the Preliminary Official Statement, there are no material loans that are outstanding and unpaid, and no material lines of credit of the Merchant Builder or its Affiliates, which are secured by an interest in the Property. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Merchant Builder and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, fiscal agent agreement, bond or note to which the Merchant Builder or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Merchant Builder's ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property prior to delinquency (to the extent the responsibility of the Merchant Builder).

Person's assets or funds that would materially affect the Merchant Builder's ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property prior to delinquency (to the extent the responsibility of the Merchant Builder); or (c) such Person's compliance with continuing disclosure undertakings that would materially affect the Merchant Builder's ability to comply with its obligations under the Merchant Builder Continuing Disclosure Certificate). "Person " means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling, " "controlled by" or "under common control with') means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. [Due to the merger, and for purposes of this Letter of Representations, the term `Affiliate" shall exclude CalAtlantic and its direct and indirect subsidiaries. In addition, TPG AG EHC IH (LEN) CA 1, L.P. is not an Affiliate of the Merchant Builder.] [Lennar only]
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7. To the Actual Knowledge of the Undersigned, the Merchant Builder is not aware that any of the Property has a current liability with respect to the presence of a substance that is presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable State law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

8. The Merchant Builder covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Merchant Builder and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District or the designation of the Improvement Area, to challenge the adoption of the District Resolutions, to invalidate the Community Facilities District or the Improvement Area or any of the Bonds or any refunding bonds related thereto, or to invalidate the Special Tax liens imposed under the Law based on recordation of the notices of Special Tax lien relating thereto. The foregoing covenant shall not prevent the Merchant Builder or any Affiliate in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, without limitation: (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies that are contained in the Amended Rate and Method (as such term is defined in the Fiscal Agent Agreement) pursuant to which the Special Taxes are levied; (b) an action or suit with respect to the application or use of the Special Taxes levied and collected; or (c) an action or suit to enforce the obligations of the City and/or the Community Facilities District under the District Resolutions, the Fiscal Agent Agreement or any other agreements among the Merchant Builder or an Affiliate, the City and/or the Community Facilities District or to which the Merchant Builder or an Affiliate is a beneficiary or a party.

9. The Merchant Builder consents to the issuance of the Bonds. The Merchant Builder acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.

10. The Merchant Builder intends to comply with the provision of the Law relating to the Notice of Special Tax described in California Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

11. To the Actual Knowledge of the Undersigned, the Merchant Builder is able to pay its bills as they become due and no legal proceedings are pending against the Merchant Builder (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Merchant Builder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

12. To the Actual Knowledge of the Undersigned, during the last five years, neither the Merchant Builder nor any Affiliate has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property that is within the boundaries of a community facilities district or an assessment district in the State that: (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing; or (b) resulted in a foreclosure action being commenced in a court of law against the delinquent Merchant Builder or Affiliate.

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13. Based upon the Merchant Builder's current development plans for the Property, including, without limitation, the current budget, and subject to economic conditions and risks that are generally inherent in the development of real property, including, but not limited to, the risks that are described in the Preliminary Official Statement under the captions "PROPERTY OWNERSHIP AND DEVELOPMENT STATUS" and "BOND OWNERS' RISKS," the Merchant Builder presently anticipates that it will have sufficient funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes levied against the Property prior to delinquency (to the extent the responsibility of the Merchant Builder). The Merchant Builder does not anticipate that the City will be required to resort to a draw on the 2024 Reserve Fund for payment of principal of or interest on the Bonds due to the Merchant Builder's nonpayment of Special Taxes. However, neither the Merchant Builder nor any of its Affiliates are obligated to make any additional capital contribution or loan to the Merchant Builder at any time, and the Merchant Builder reserves the right to change its development plan and financing plan for the Property at any time without notice.

14. Solely as to the limited information that is described in Paragraph 5 above concerning the Merchant Builder, its Affiliates, the proposed development of the Property, ownership of the Property, the Merchant Builder's development plan, the Merchant Builder's financing plan, the Merchant Builder's lenders, if any, and contract arrangements of the Merchant Builder and its Affiliates (including, if material to the Merchant Builder's development plan or the Merchant Builder's financing plan, other loans of such Affiliates), the Merchant Builder agrees to indemnify and hold harmless, to the extent permitted by law, the City and the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an "Indemnified Party" and, collectively, the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any actual reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement by the Merchant Builder of a material fact or the omission of a material fact by the Merchant Builder in the above -referenced information in the Preliminary Official Statement, as of its date, [or in any annual or semi-annual report or notice of significant event provided by the Merchant Builder pursuant to the Merchant Builder Continuing Disclosure Certificate, as of its date,][Applicable Builders Only] that is necessary to make the statements made by the Merchant Builder contained therein, in light of the circumstances under which they were made, not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Merchant Builder may otherwise have to any Indemnified Party, provided that in no event shall the Merchant Builder be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification is believed by the Indemnified Party to be owed pursuant to the above paragraph, such Indemnified Party shall promptly notify the Merchant Builder in writing; provided that the failure to notify the Merchant Builder shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure, and then only to the extent of such material prejudice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Merchant Builder thereof, the Merchant Builder shall C-2-5
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retain counsel that is reasonably satisfactory to the Indemnified Party (who may be counsel to the Merchant Builder) to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Merchant Builder and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Merchant Builder has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Merchant Builder such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Merchant Builder and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them under applicable law, rule or regulation determined by the appointed counsel in his or her professional opinion. It is understood and agreed that the Merchant Builder shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Merchant Builder shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Merchant Builder agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested that the Merchant Builder reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this paragraph, the Merchant Builder shall be liable for any settlement of any proceeding effected without its written consent if. (1) such settlement is entered into more than 60 days after receipt by the Merchant Builder of such request; and (2) the Merchant Builder shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement (provided that the foregoing shall not be applicable to any failure to reimburse if the Merchant Builder is disputing such payment in good faith and shall have paid any amounts which are not in dispute). The Merchant Builder shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and to the extent that indemnification could have been sought hereunder by such Indemnified Party, unless such settlement: (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and as to which the Merchant Builder has an obligation to indemnify such Indemnified Party; and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

15. [The Merchant Builder agrees to execute the Merchant Builder Continuing Disclosure Certificate at the time of issuance of the Bonds in substantially the form included in Appendix G to the Preliminary Official Statement.][Applicable Builders Only]

16. If between the date hereof and the Closing Date any event relating to or affecting the Merchant Builder, its Affiliates, the proposed development of the Property, ownership of the Property, the Merchant Builder's development plan, the Merchant Builder's financing plan, the Merchant Builder's lenders, if any, and contractual arrangements of the Merchant Builder or any C-2-6
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Affiliates (including, if material to the Merchant Builder's development plan or the Merchant Builder's financing plan, other loans of such Affiliates) shall occur of which the Merchant Builder has actual knowledge which would cause the information under the captions of the Preliminary Official Statement that are described in Paragraph 5 hereof (and subject to the limitations and exclusions contained in Paragraph 5) to contain an untrue statement of a material fact or to omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Merchant Builder shall notify the City and the Underwriter. If in the reasonable opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Merchant Builder shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance that is reasonably satisfactory to counsel to the City and to the Underwriter.

17. The Merchant Builder agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Appendix 1.

18. An appraisal of the taxable properties within the Improvement Area (the "Appraisal Report") was prepared by BBG, Inc. (the "Appraiser"). The Appraisal Report estimates the market value of the taxable properties within the Improvement Area as of June 1, 2026 (the "Date of Value"). To the Actual Knowledge of the Undersigned, taken in its entirety, all information that was submitted by, or on behalf of and authorized by, the Merchant Builder to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow in Appendix 2 attached hereto was true and correct in all material respects as of the Date of Value.

19. On behalf of the Merchant Builder, I have reviewed the contents of this Letter of Representations and have met with counsel to the Merchant Builder for the purpose of discussing the meaning of the contents of this Letter of Representations. The Merchant Builder acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule lOb-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Merchant Builder and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Merchant Builder under such securities laws.

The undersigned has executed this Letter of Representations solely in the undersigned's capacity as an officer or representative of the Merchant Builder and the undersigned will have no personal liability arising from or relating to this Letter of Representations. Any liability that arises from or relates to this Letter of Representations may only be asserted against the Merchant Builder. 49 13 -3 020-7 144/2003 5 6-0701
[Merchant Builder Full Name]
By:

Name:

Title:

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APPENDIX 1
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A
CLOSING CERTIFICATE OF [MERCHANT BUILDER]
[Closing Date], 2026
City of Fairfield
1000 Webster Street
Fairfield, California 94533
City of Fairfield Community Facilities
District No. 2023-1 (One Lake Planning Area 5)
1000 Webster Street
Fairfield, California 94533
Stifel, Nicolaus & Company, Incorporated
One Montgomery Street, 36th Floor
San Francisco, California 94104
Ladies and Gentlemen:

Reference is made to the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A (the "Bonds") and to the Bond Purchase Agreement, dated [Pricing Date], 2026 (the "Purchase Agreement"), by and between the City of Fairfield and Stifel, Nicolaus & Company, Incorporated, entered into in connection therewith. This Closing Certificate of [Merchant Builder] (the "Closing Certificate") is delivered by [Merchant Builder Full Name] (the "Merchant Builder") pursuant to the Purchase Agreement. Capitalized terms that are used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of [Merchant Builder] dated , 2026 (the "Letter of Representations"), delivered by the Merchant Builder.

The undersigned certifies that the undersigned is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Merchant Builder. The undersigned, on behalf of the Merchant Builder, further certifies as follows:

1. The Merchant Builder has received the final Official Statement relating to the Bonds (the "Final Official Statement"). To the Actual Knowledge of the Undersigned, each statement, representation and warranty that was made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Final Official Statement [and all references to the Merchant Builder Continuing Disclosure Certificate shall be deemed to be references to the Merchant Builder Continuing Disclosure Certificate as executed by the Merchant Builder.] [Applicable Builders Only] C-2-8
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2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which affects the statements and information that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations) relating to the Merchant Builder, its ownership of the Property, the Merchant Builder's development plan, the Merchant Builder's financing plan and contractual arrangements of the Merchant Builder which should be disclosed in the Final Official Statement for the purposes for which it is to be used in order to make such statements and information that are contained in the Final Official Statement not misleading in any material respect.

3. [The Merchant Builder has duly authorized the execution and delivery of the Merchant Builder Continuing Disclosure Certificate and is duly authorized to perform the obligations on its part to be performed thereunder, and the Merchant Builder Continuing Disclosure Certificate constitutes the legal, valid and binding obligations of the Merchant Builder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws affecting the rights of creditors and certain equitable, legal or statutory principles affecting enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding of law or equity.] [Applicable Builders Only]

4. For the period through 25 days after the "end of the underwriting period" (as such term is defined in the Purchase Agreement to mean the Closing Date), if any event that relates to or affects the Merchant Builder, its ownership of the Property, the Merchant Builder's development plan, the Merchant Builder's financing plan and contractual arrangements of the Merchant Builder shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Final Official Statement in order to make the information under the captions of the Final Official Statement that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations) not misleading, in the light of the circumstances under which they were made, the Merchant Builder shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the information described in the captions of the Final Official Statement that are described in Paragraph 5 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 5 of the Letter of Representations). Such amendment or supplement shall be in form and substance satisfactory to the Underwriter and counsel to the Community Facilities District and shall amend or supplement the Final Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading.

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5. The undersigned has executed this Closing Certificate solely in the undersigned's capacity as an officer or representative of the Merchant Builder and the undersigned will have no personal liability arising from or relating to this Closing Certificate. Any liability that arises from or relates to this Closing Certificate may only be asserted against the Merchant Builder. [Merchant Builder Full Name]
By:

Name:

Title:

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APPENDIX 2
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

EXCERPTS FROM THE APPRAISAL REPORT
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EXHIBIT D
$ [Par]
IMPROVEMENT AREA NO. 1 OF THE
CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO.2023-1 (ONE LAKE PLANNING AREA 5)
SPECIAL TAX BONDS, SERIES 2026A

UNDERWRITER'S CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds").

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) The Underwriter offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule I (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule II.
(b) As set forth in the Bond Purchase Contract, dated [Pricing Date], 2026, by and between the Underwriter and the Issuer, the Underwriter has agreed in writing that: (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the -offering -price rule.

Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule I hereto as the "General Rule Maturities."
(b) Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule I hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after [Pricing Date], 2026 (the Sale Date), or (ii) the date on which the Underwriter has sold at least 10% D-1
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of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means the City of Fairfield, California, for and on behalf of City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5). (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date], 2026. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering their opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: [Closing Date], 2026
D-2
4913-3020-7144/200356-0701

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Schedule I

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES
(Attached)
D-3
49 13 -3 020-7 144/2003 5 6-0701

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Schedule II

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
D-4
49 13 -3 020-7 144/2003 5 6-0701

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Ia1:43&il»all 4Lv�14LIkitlab'�07_1 W-11W4'kr_Tr]044Lv�I4LIk0 by and between the

CITY OF FAIRFIELD
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of August 1, 2026
1:74W_11IIki Ica t01
$[_]
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5) SPECIAL TAX BONDS, SERIES 2026A

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FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT

TABLE OF CONTENTS
Section1.

Authorization.....................................................................................................

Section2.

Equal Security...................................................................................................

Section 3.

Supplement to Master Fiscal Agent Agreement ...............................................

ARTICLE X
DEFINITIONS; AUTHORIZATION AND PURPOSE OF 2026
BONDS; EQUAL SECURITY
Section10.01.

Definitions.........................................................................................................

Section 10.02.

Rules of Construction........................................................................................

ARTICLE XI
TERMS OF 2026 BONDS
Section11.01.

General.............................................................................................................

Section 11.02.

Other Terms of the Bonds.................................................................................

Section 11.03.

Redemption of 2026 Bonds..............................................................................

Section 11.04.

Continuing Disclosure.......................................................................................

Section 11.05.

Private Activity Bond Limitations.......................................................................

Section 11.06.

Federal Guarantee Prohibition..........................................................................

Section 11.07.

Rebate Requirement.........................................................................................

Section11.08.

No Arbitrage......................................................................................................

Section 11.09.

Yield of the 2026 Bonds....................................................................................

Section 11.10.

Maintenance of Tax-Exemption........................................................................

Section 11.11.

Record Retention..............................................................................................

Section 11.12.

Compliance with Tax Certificate.......................................................................

ARTICLE XII
ISSUE OF 2026 BONDS
Section 12.01.

Issuance of 2026 Bonds...................................................................................

Section 12.02.

Application of Proceeds of Sale of 2026 Bonds ................................................

Section 12.03.
2026 Costs of Issuance Fund...........................................................................

Section 12.04.
2026 Improvement Account..............................................................................

Section 5.

Attachment of Exhibit F.....................................................................................

Section 6.

Attachment of Exhibit G....................................................................................

Section 7.

Limitation on Principal Amount of Parity Bonds ................................................

Section8.

Applicable Law..................................................................................................

Section 9.

Conflict with Act................................................................................................

Section 10.

Conclusive Evidence of Regularity...................................................................

Section 11.

Confirmation of Master Fiscal Agent Agreement; Conflict With Master Fiscal AgentAgreement.........................................................................................

Section 12.

Electronic Signatures........................................................................................

Section 13.

Counterparts.....................................................................................................

APPENDIX 1 EXHIBIT E - FORM OF SERIES 2026A BONDS
APPENDIX 2 EXHIBIT F - OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM 2026 COSTS OF ISSUANCE FUND
3 3
3 3
4 .5
.6
.6
.9
.9
.9
.9
10 10
10 10
10 11
11 12
12 13
13 13
13 13
13 14
14 14

Page 488 of 550 ends

FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT
THIS FIRST SUPPLEMENT TO FISCAL AGENT AGREEMENT, dated as of August 1, 2026 (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. 2023-1 (One Lake Planning Area 5)" (the "CFD") with respect to its "Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5)" (the "Improvement Area No. 1"), and THE BANK OF NEW 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"); WITNESSETH:

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 No. 1, to authorize the levy of special taxes ("Special Taxes") upon the land within Improvement Area No. 1 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. 2023-35, which was adopted by the City Council on February 1, 2023 (the "Original Resolution"), the City Council authorized the issuance of up to $90,000,000 of bonded indebtedness and other debt on behalf of the CFD with respect to Improvement Area No. 1; and
WHEREAS, under the Original Resolution as supplemented by Resolution No. 2024-253 (the "First Supplemental Resolution"), and a Fiscal Agent Agreement, dated as of December 1, 2024 (the "Master Fiscal Agent Agreement"; as supplemented, the "Agreement"), the City previously issued the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2024A, in the initial principal amount of $36,500,000 (the "2024A Bonds"); and WHEREAS, the City wishes to provide for the issuance of a series of Parity Bonds and 2024-Related Parity Bonds (as defined in the Master Fiscal Agent Agreement) on behalf of the CFD with respect to Improvement Area No. 1 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 No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026A" (the "2026 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

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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 Agreement as described in the preceding Whereas clause, complies with Section 8.01 of the Master Fiscal Agent Agreement; and
WHEREAS, on July 7, 2026, the City Council adopted Resolution No. 2026-U (the "Second Supplemental Resolution"; together with the Original Resolution and the First Supplemental Resolution, the "Resolution") authorizing the issuance of the 2026 Bonds for and on behalf of the CFD with respect to Improvement Area No. 1; and WHEREAS, in order to provide for the authentication and delivery of the 2026 Bonds, to establish and declare the terms and conditions upon which the 2026 Bonds are to be issued and to secure the 2026 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 2024A Bonds, 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 2026 Bonds hereunder to finance the acquisition and construction of facilities for the CFD and to provide for the disbursement of Proceeds of the 2026 Bonds, the disposition of the special taxes securing the 2026 Bonds and the administration and payment of the 2026 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 2026 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:
2

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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 necessary 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 2026 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 Agreement, in the Special Tax Fund equal to and on a parity with the lien and charge securing the outstanding 2024A Bonds.

In addition, as 2024-Related Parity Bonds, the 2026 Bonds shall be secured by a first pledge of all moneys deposited in the 2024 Reserve Fund. The moneys in the 2024 Reserve Fund (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the 2024A Bonds, the 2026 Bonds and all 2020-Related Parity Bonds as provided in the Agreement and in the Act until all of the 2024A Bonds, the 2026 Bonds and all 2024-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 2026 Bonds shall be secured by a first pledge of all moneys deposited in the 2026 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 articles 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 2026 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 this 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 2026 Bonds means March 1 and September 1 of each year, commencing September 1, 2026.
"Original Purchaser" and "Participating Underwriter" means Stifel, Nicolaus & Company, Incorporated, as the first purchaser of the 2026 Bonds from the City. 3

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"2024A Bonds" means the Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2024A. "2026 Bonds" means the Bonds so designated and authorized to be issued under Section 11.01 hereof.
"2026 Capitalized Interest Account" means the account within the Bond Fund designated the "2026 Capitalized Interest Account" which fund is established pursuant to Section 12.02.
"2026 Closing Date" means the date of initial issuance and delivery of the 2026 Bonds hereunder.
"2026 Costs of Issuance Fund" means the fund designated the "2026 Costs of Issuance Fund" which fund is established pursuant to Section 12.03. "2026 Improvement Account" means the account within the Improvement Fund designated the "2026 Improvement Account" which fund is established pursuant to Section 12.04.
"2026 Term Bonds" means the 2026 Bonds maturing on [September 1, [September 1, 1 and [September 1, 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. 4

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ARTICLE XI
TERMS OF 2026 BONDS
Section 11.01. General.
(A) Principal Amount; Designation. The 2026 Bonds in the aggregate principal amount of $U 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 2026 Bonds shall be designated the "Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026K.
(B) Maturity Dates; Interest Rates. The 2026 Bonds shall be dated the 2026 Closing Date, issued in fully registered form without coupons in denominations of $5,000, 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 Principal Interest
(September 1) Amount Rate
(T)=2026 Term Bond
(C) Form; Denominations; Authentication. The 2026 Bonds shall be issued as fully registered Bonds without coupons. The 2026 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The 2026 Bonds shall be issued in the denominations of $5,000 or any integral multiple in excess thereof.

The 2026 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 attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.
5

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(D) CUSIP Identification Numbers. "CUSIP" identification numbers may, at the election of the Original Purchaser of the 2026 Bonds, be imprinted on the 2026 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2026 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2026 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 2026 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest on all 2026 Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2026 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 2026 Bond, interest is in default thereon, such 2026 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 2026 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 to an account located in the United States of America made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of 2026 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 2026 Bonds are transferred to a new Owner. The interest, principal of and any premium on the 2026 Bonds are payable in lawful money of the United States of America, with principal and any premium payable upon surrender of the 2026 Bonds at the Principal Office of the Fiscal Agent. All 2026 Bonds paid by the Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent.

The Fiscal Agent shall destroy the canceled 2026 Bonds and 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 2026 Bonds.

Section 11.03. Redemption of 2026 Bonds.
(A) Optional Redemption. The 2026 Bonds maturing on or before [September 1, 2036] are not subject to optional redemption prior to their stated maturity. The 2026 Bonds maturing on or after [September 1, 2037], 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, 2036], and on any date thereafter, at a redemption price equal to 100% of the principal amount of 2026 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.
0

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(B) 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 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 Sinking Fund
(September 1) Payments
* Maturity
The Term Bond maturing on [September 1, 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:

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Sinking Fund
Redemption Date Sinking Fund
(September 1) Payments
* Maturity
Provided, however, if some but not all of the Term Bonds of a given maturity have been redeemed under subsection (A) above or subsection (C) below, the total amount of all future Sinking Fund Payments relating to such maturity 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 given by the City to the Fiscal Agent and the notice shall include a revised sinking fund schedule.
(C) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the 2024 Reserve Fund pursuant to Section 4.03(F) shall be used to redeem 2026 Bonds on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(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 2026 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

Redemption
Redemption Dates
Price
Any Interest Payment Date on or before [March 1, 2034]
103%
[September 1, 2034] and [March 1, 2035]
102
[September 1, 2035] and [March 1, 2036]
101
[September 1, 2036] and any Interest Payment Date thereafter 100
(D) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem Bonds under Section 11.03 (A) and (C) not less than forty-five (45) days prior to the applicable redemption date or such lesser number of days as shall be allowed by the Fiscal Agent.
(E) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section 11.03, moneys in the Bond Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2026 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 2026 Bonds be purchased at a price in excess of 0

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the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2026 Bonds were to be redeemed in accordance with this Agreement. Any 2026 Bonds purchased pursuant to this Section 11.03(E) shall be treated as outstanding 2026 Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director.
(F) Redemption Procedure by Fiscal Agent. The provisions of Section 2.03(D) shall govern the procedure for redemption of the 2026 Bonds. (G) 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 2026 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2026 Bonds so called shall cease to be entitled to any benefit under the Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. All 2026 Bonds redeemed by the Fiscal Agent under this Section 11.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2026 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 the provisions of the Continuing Disclosure Certificate executed by the City on the 2026 Closing Date relating to the 2026 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% aggregate principal amount of Outstanding 2026 Bonds, and upon receipt of indemnity satisfactory to the Fiscal Agent, or any holder or beneficial owner of the 2026 Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 11.05. Private Activity Bond Limitations. The City shall assure that the proceeds of the 2026 Bonds are not so used as to cause the 2026 Bonds 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 2026 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 2026 Bonds. The Finance Director shall take note of any investment of monies hereunder in excess of the yield on the 2026 Bonds, and shall take such actions as are necessary to ensure compliance 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:
0

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(A) Amounts in the 2024 Reserve Fund if the amount on deposit in the 2024 Reserve Fund, following the proposed transfer, is at least equal to the 2024 Reserve Requirement, and amounts in any other reserve account for Parity Bonds that are not 2024-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 amounts 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 2026 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2026 Bonds would have caused the 2026 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Tax Code.

Section 11.09. Yield of the 2026 Bonds. In determining the yield of the 2026 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 2026 Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of the 2026 Bonds, without regard to whether or not prepayments are received or 2026 Bonds redeemed.

Section 11.10. Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2026 Bonds from the gross income of the Owners of the 2026 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 2026 Bonds.

Section 11.11. Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the 2026 Bonds for at least 3 years after the 2026 Bonds mature or are redeemed (whichever is earlier); however, if the 2026 Bonds 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 2026 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 2026 Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the 2026 Bonds. 10

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ARTICLE XII
ISSUE OF 2026 BONDS
Section 12.01. Issuance of 2026 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 2026 Bonds 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 2026 Bonds in accordance with the provisions of the Act, the Resolution of Issuance and this Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the Proceeds of the 2026 Bonds and to do and cause to be done any and all acts and things necessary or convenient for the timely delivery of the 2026 Bonds to the Original Purchaser.

The Fiscal Agent is hereby authorized and directed to authenticate the 2026 Bonds and deliver them to the Original Purchaser, upon receipt of the purchase price for the 2026 Bonds.

Section 12.02. Application of Proceeds of Sale of 2026 Bonds.

The Proceeds of the 2026 Bonds received from the Original Purchaser in the amount of $U (which is equal to the principal amount of the 2026 Bonds, plus a net original issue premium of $U and less an underwriter's discount of $U) shall be paid to the Fiscal Agent, which shall deposit the Proceeds on the 2026 Closing Date, as follows:
(i) $U into the 2026 Costs of Issuance Fund;
(ii) $U into the 2024 Reserve Fund;
(iii) $U into the Bond Fund maintained and administered by the Fiscal Agent in accordance with Section 4.04 (which shall represent capitalized interest and be deposited into a 2026 Capitalized Interest Account, which is hereby established); and
(iv) $U into the 2026 Improvement Account to pay for Project costs.

Amounts on deposit in the 2026 Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2026 Bonds as follows:
$U shall be used on U, U, $U shall be used on U, U, and any remaining amounts shall be used on U, U. When the amount in the 2026 Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed.
11

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Section 12.03. 2026 Costs of Issuance Fund.
(A) Establishment of 2026 Costs of Issuance Fund. The 2026 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 2026 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 2026 Bonds. (B) Disbursement. Amounts in the 2026 Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance attributable to the issuance of the 2026 Bonds, as set forth in a requisition substantially in the form of Exhibit F 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 2026 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 2026 Costs of Issuance Fund to be used for the purposes of such fund.
(D) Closing of Fund. The Fiscal Agent shall maintain the 2026 Costs of Issuance Fund for a period of 90 days from the 2026 Closing Date and then the Fiscal Agent shall deposit any moneys remaining therein, including any investment earnings thereon, into the 2026 Improvement Account.

Section 12.04. 2026 Improvement Account.
(A) Establishment of the 2026 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 "2026 Improvement Account," to the credit of which deposits shall be made as required by Section 12.02. Moneys in the 2026 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 2026 Improvement Account shall be made by the Fiscal 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.
12

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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 2026 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 2026 Improvement Account), the Fiscal Agent shall transfer the amount, if any, remaining in the 2026 Improvement Account to the Bond Fund for application to Debt Service payments on the Bonds specified in the Officer's Certificate.

Section 4. 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 2026 Bonds, which shall read substantially as set forth in Appendix 1 which is attached hereto and by this reference incorporated herein.

Section 5. 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 2026 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 6. 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 2026 Bonds, the City will not issue more than $53,500,000 initial principal amount of Parity Bonds (exclusive of any Refunding Bonds).

Section 7. 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 8. 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 2026 Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9. Conclusive Evidence of Regularity. 2026 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.
13

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Section 10. 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 11. 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 accept 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.

Section 12. Counterparts. This First Supplement to Fiscal Agent Agreement may be executed in counterparts, each of which shall be deemed an original. 14

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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. 2023-1 (ONE LAKE PLANNING AREA 5)
City Manager

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Fiscal Agent
Authorized Officer
15

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No.

FORM OF 2026 BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1
(ONE LAKE PLANNING AREA 5)
SPECIAL TAX BOND, SERIES 2026A

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. 2023-1 (One Lake Planning Area 5)" (the "CFD") with respect to its "Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5)" ("Improvement Area No. 1"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in Improvement Area No. 1 or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, 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 defined) 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, 2026, 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, 2026 (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

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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 $[_] approved by Resolution No. 2023-35 of the City Council of the City, as supplemented by Resolution No. 2024-253 and Resolution No. 2026-[_] of the City Council of the City (together, 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 No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2026K (the "Bonds"). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of December 1, 2024, as supplemented by a First Supplement to Fiscal Agent Agreement, dated as of August 1, 2026 (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 No. 1 (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 $36,500,000 Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds, Series 2024A (the "2024A Bonds"). The Bonds constitute "2024-Related Parity Bonds" under the Agreement and are secured on a parity basis with the 2024A Bonds by a first pledge of all moneys deposited in the 2024 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, 2036] are not subject to optional redemption prior to their stated maturity. The Bonds maturing on or after [September 1, 2037], 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, 2036], and on any date thereafter, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

Exhibit E

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Mandatory Sinking Fund Redemption. The Term Bond maturing on [September 1, 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 Sinking Fund
(September 1 ) Payments
* Maturity
The Term Bond maturing on [September 1, 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

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Sinking Fund
Redemption Date Sinking Fund
(September 1) 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 maturity 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 given 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 2024 Reserve Fund shall be used to redeem Bonds on the 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
Redemption Dates
Price
Any Interest Payment Date on or before [March 1, 2034]
103%
[September 1, 2034] and [March 1, 2035]
102
[September 1, 2035] and [March 1, 2036]
101
[September 1, 2036] and any Interest Payment Date thereafter 100
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 obligations of the City under the Agreement with respect to such Bonds shall cease and terminate.

Notice of redemption with respect 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 notice 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

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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 made 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 CERTIFIED, 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 representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),

ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Exhibit E

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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
in
Authorized Signatory
Exhibit E

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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, 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 E

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with

4ki111►114K
1*:1:11-3111199
$L]
IMPROVEMENT AREA NO. 1 OF THE

CITY OF FAIRFIELD
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5) SPECIAL TAX BONDS, SERIES 2026A

OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT
FROM 2026 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 December 1, 2024 (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 August 1, 2026 (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 2026 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 made 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 inquire 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 2026 Costs of Issuance Fund.

Dated:

Exhibit F

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CITY OF FAIRFIELD
m
Finance Director
Exhibit F

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�141:14111111114r_1

PAYEE NAME AND ADDRESS I PURPOSE OF OBLIGATION I AMOUNT Exhibit F

Page 3 ends

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CITY OF FAIRFIELD
RESOLUTION NO. 2023-35

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FAIRFIELD AUTHORIZING THE ISSUANCE

AND SALE OF SPECIAL TAX BONDS FOR CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5) WITH RESPECT TO IMPROVEMENT AREA NO. 1 OF THE CITY OF FAIRFIELD COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ONE LAKE PLANNING AREA 5), AND APPROVING AND AUTHORIZING RELATED DOCUMENTS AND ACTIONS WHEREAS, the City Council has 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 (i) "City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5)" (the "CFD") and (ii) "Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5)" ("Improvement Area No. 1"), to authorize the levy of special taxes upon the land within Improvement Area No. 1, and to issue bonds and other debt (as defined in the Act) secured by said special taxes for the purpose of financing certain public improvements (the "Facilities"), all as described in those proceedings; and WHEREAS, on October 18, 2016, by Resolution No. 2016-237, the Council adopted a Resolution adopting local goals and policies for community facilities districts (the "Goals and Policies"); and WHEREAS, the Council now wishes to provide for the issuance of special tax bonds for the CFD with respect to Improvement Area No. 1 to finance a portion of the Facilities and related costs and expenses and wishes to direct staff to prepare and return to this Council for approval of certain documents providing for the issuance of the special tax bonds.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

Section 1. Bonds Authorized. Pursuant to the Act and this Resolution, special tax bonds designated the "Improvement Area No. 1 of the City of Fairfield Community Facilities District No. 2023-1 (One Lake Planning Area 5) Special Tax Bonds" (the "Bonds") are hereby authorized to be issued in one or more series in an aggregate principal amount not to exceed $90,000,000.

The Bonds shall be secured and payable from special taxes levied and collected in Improvement Area No. 1.

Section 2. Authorities Granted. City staff is hereby directed to work with the City's consultants to prepare the documentation required for the issuance of the Bonds and to return to this council for its approval of such documentation.

Section 3. Actions Authorized. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the CFD and Improvement Area No. 1 and the sale and

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RES. NO. 2023-35

Page 2 ends

issuance of the Bonds are hereby approved, confirmed, and ratified, and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to accomplish the purposes of this Resolution.

Section 4. Effectiveness. This Resolution shall take effect from and after its adoption. The provisions of any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of the Bonds as herein described are hereby repealed.

PASSED AND ADOPTED this 215Y day of February, 2023, by the following vote:

AYES: MEMBERS: MOY / BERTANI / CARR /P,4#B13 / TONNESEN/ RO / WILLIAMS NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

MAYOR
ATTEST:

C�J�Pr� �vv`Pl�

CITY CLERK
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PQ.rc U(-0 ? V01 C C CA (I o
N o,r\-�

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Agenda Item No: K.4

AGENDA REPORT
DATE: July 7, 2026
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: HD Presentation and Direction for Homeless Priorities Funding Source: N/A
Contact: Samantha Burrows, (707) 428-7749

RECOMMENDED ACTION
Receive report, open discussion, and provide direction to staff.

STATEMENT OF ISSUE
City Council has identified reducing and expanding services and support systems for homelessness as a top priority. Staff is seeking direction to establish goals and expectations for the next two years.
nlSrl ICSInN
The 2024 Solano County Point in Time Count (PIT) reported that the City of Fairfield has 615 unhoused individuals within the city limits and 1,725 unhoused individuals across the county. The 2026 PIT Count has been submitted to the U.S. Department of Housing and Urban Development (HUD) for review, and the results should be released later this year.

As of December 2025, the Fairfield -Suisun Unified School District (FSUSD) reports there are 470 families (877 children) experiencing housing insecurity enrolled in FSUSD. Housing insecurity encompasses homelessness, frequent housing changes and those at risk of becoming homelessness due to housing that is unstable, unsafe, and/or an inadequate place to live.

In response to the growing need for interventions to address those who are unhoused and reduce the impacts on the city, the council has authorized several short-term interventions including expanding emergency shelter capacity, creation of the street outreach team, and supporting a coordinated regional response through Community Action Partnership Solano-Joint Powers Authority (CapSolano JPA).

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Due to City budget cuts due to the structural deficit, reduction in federal and state funding, and city council's dissatisfaction with results from investment of certain providers, the council has reduced operational funds for emergency shelters in the city which has reduced the overall accessible capacity for emergency shelter within the city. Currently, Fairfield funds emergency shelter beds at Change and New Beginnings (CANB) and Mission Samoa which averages supporting 26 beds per night across the two programs. To address sheltering needs during winter inclement weather months, the City also funds a nightly winter shelter at BayNorth Church of Christ, increasing City supported capacity by 10 beds five months of the year. At the council retreat in January 2026, council gave direction to increase funding for Mission Samoa which will increase capacity for single adults by a couple beds in the next fiscal year.

In January 2025, the street outreach team was launched in partnership with CANB. The service was created to fill the gaps created by reduction in the Homeless Intervention Team (HIT) due to the deficit. The shift also allows HIT to focus on enforcement while CANB provides social services.

CANB's ACCESS Team resulted in 84 individuals exited from Fairfield streets between January 1, 2025, and March 31, 2026. Of these 84 individuals, 38% (32 individuals) moved into permeant housing solutions and 50% (42 individuals) moved into temporary housing solutions (emergency shelter, transitional housing or placements with friends/family on a temporary basis).

Under the direction of the council, the city has been able to implement intervention strategies that are key in an effective homeless response system. However, there are still gaps in the system of care to achieve functional zero. A functional zero system of care reduces homelessness to a level so low that it is rare, brief, and resolved quickly with a system capacity equal to the number of people experiencing homelessness at any given time.

The biggest challenges faced by both the emergency shelter providers and outreach team is the lack of affordable housing capacity. Currently, there is a bottle neck in the system of care moving individuals from unhoused into housing due to these key factors:

1. Rents across Solano County have risen faster than income

2. Lack of affordable housing units

3. Limited housing assistance funds and housing vouchers Affordable housing provides a housing pipeline to house individuals after interventions such as street outreach and emergency sheltering.

Additionally, the inflow (those who become unhoused) is still high, keeping the overall unhoused numbers from significantly decreasing. Inflow is driven by high costs of housing, evictions, and economic shocks. Overall, homeless growth in California has decreased to 3% between 2024- 2025 but is still slightly rising. Between 2025-2026 there was a slight decline in homeless numbers in some communities as a result increased affordable housing supply, increase in permanent supportive housing (PSH) and funding for support services, prevention and rapid rehousing programs.

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Additional short-term intervention options include:

1. Increase capacity for emergency shelter/interim housing placements

2. Increase assistance for non -sub populations (i.e. behavioral health, veterans, transitional age youth)

3. Increase transitional pathways (not just emergency beds)

4. Create prevention and diversion assistance programs
The current trend for funding to assist unhoused is focused on veterans and individuals with behavioral health disorders. While needed, this leaves gaps in services for the population who do not meet the criteria for programs with restricted funding.

Additionally, programs do not provide capacity to assist families with spaces for larger household sizes. This results in families sleeping in their cars, tents in parks, separating the household causing additional destabilization, and/or depletion of limited financial resources to pay for motels.

At the council retreat in January 2026, council expressed interest in recovery -based sheltering programs. Currently in the pipeline for Solano County includes:

1. Archway Recovery Services is building a 62-bed residential treatment center in Fairfield for those struggling with substance use disorders; scheduled to open early 2027.

2. Solano County Behavioral Health is building/adding to their Recovery Campus in Fairfield.

Additions include 14 additional crisis stabilization beds (26 beds), a peer respite program (20 beds) and a sobering center (12 service slots) which is scheduled to be completed in December 2028.

Staff researched Hope House in San Francisco, a non -congregate 58-bed recovery focused shelter program run by Salvation Army. It provides a 90-day to one-year stay that includes private living spaces, intensive on -site programing such as recovery groups and wrap -around services, and random drug testing.

Hope House does not comply with California's Housing First requirements (Welfare and Institutions Code §8255(b)) nor previously released federal funding. The program costs, estimated at $8.1 million for 2 years ($191 per bed per night), are funded through only local funds and philanthropic dollars in a public -private partnership. It operates as a parallel model within San Francisco's continuum of care as an opt -in shelter.

Regional capacity through CapSolanoJPA has expanded with the Memorandum of Understanding (MOU) between local cities (except Dixion) and the County of Solano. While implementing the strategic plan has been slow, three staff have been hired and a search for a new Executive Director is currently underway. The JPA staffing is starting to reduce the bottleneck of getting

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funding into contracts and into the community, resulting in an increase in services. However, due to the staffing turnover no new funding sources have been obtained.

There has also been a decline in homelessness investments over the last three years at the state level. Homelessness related spending in California peaked in 2022-2023 at $6.9 billion (mostly one-time COVID-19 pandemic -era revenues and flexible federal funding). Since then, funding has declined to $2.5 billion in 2024-2025 and to $1.5 billion in 2025-26.The Governor's current budget proposal (fiscal year 2026-2027) projects no additional or ongoing state funding beyond what was committed in previous years. Homeless Housing, Assistance and Prevention (HHAP) funding is maintained with a 50% reduction amount from what the program received in previous years.

Behavioral Health Services Act (BHSA/Prop 1) funding is in the budget, which is not new funding but a reallocation of existing funding, and is focused on permanent housing solutions for those with behavioral health conditions.

Additionally, the California Department of Housing and Community Development (HCD) has not yet released the updated master Notice of Funding Availability (NOFA) calendar for all homeless and housing programs. The known cycle of funding includes: Solano County Continuum of Care was awarded $2.1 million in HHAP 6 in one-time funding. There is no current timeline for when these funds will be released through CAPSolano JPA.

Uses for known one-time state funding:

1. Homeless Housing, Assistance and Prevention (HHAP) 6: funds for Interim Housing/Emergency Shelter, Rapid Rehousing (including youth set -aside), and Homeless Management Information System (HMIS). HHAP funds may shift depending on changes to 2026 HUD guidance, but details are unknown.

2. Encampment Resolution Funding (ERF): funding can be used for services that resolve encampment concerns without punitive displacement including rapid rehousing, supportive services, emergency shelter, housing navigation and placement. This funding has been unsuccessful in Solano County (Vallejo has applied for this funding twice) due to the lack of available pathways to housing.

3. Homekey+: Prop 1 funds available over the counter (i.e. applications for funding accepted until funds are exhausted) for creation of permanent supportive housing projects.

On June 1, 2026, HUD released the FY 2026 Continuum of Care Competition and Youth Homelessness Demonstration Program Grants NOFO for homeless services and housing with $4.04 billion in Federal completive grants allocated. Eligible projects include permanent supportive housing, transitional housing, HMIS, and projects providing support services only.

Staff seek additional council direction on priorities in addressing homelessness to establish clear goals.

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FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
N/A

COORDINATED WITH
City Manager's Office and Police Department

STAFF CONTACT
Samantha Burrows, Homeless Services Manager
(707) 428-7749
[email protected]

ATTACHMENTS
N/A

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Agenda Item No: K.5
I//rrr

AGENDA REPORT
DATE: July 7, 2026
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: Resolution 2026-119 CM Internet Service and Telephonic Service Disruption Policy Adopting the "Internet Service and Telephonic Service Disruption Policy" for City Council Meetings
Funding Source: N/A
Contact: David Lim, (415) 421-8484

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The California Legislature enacted Senate Bill 707 (SB 707), effective January 1, 2026, which modernizes the Ralph M. Brown Act by requiring eligible legislative bodies, including the City of Fairfield City Council, to provide hybrid public meeting access beginning July 1, 2026.

To comply with SB 707, the council must adopt a formal Internet Service and Telephonic Service Disruption Policy that establishes procedures when internet or telephonic service failures prevent remote public participation during a council meeting. This policy must be adopted in open session and cannot be placed on the consent calendar.

Council action is required to ensure the City remains in compliance with the Brown Act's updated hybrid meeting requirements by the statutory deadline.

DISCUSSION
SB 707 modernizes the Ralph M. Brown Act by requiring eligible legislative bodies, including the City of Fairfield City Council, to offer two-way remote public participation at all open meetings beginning July 1, 2026. To comply with SB 707, the Council must adopt a policy outlining how disruptions to internet or telephonic services will be handled when they prevent the hybrid meeting platform from functioning.

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The proposed policy establishes roles for the responsible person and the city clerk, who oversee meeting operations and virtual public comment. If a disruption occurs, staff must immediately inform the mayor, and the council must recess for up to one hour while good faith efforts are made to restore connectivity. Procedures for troubleshooting and documenting the disruption are clearly defined.

If service is restored, the meeting resumes with full hybrid access. If service cannot be restored, the Council may continue the meeting only after making required findings that (1) good faith restoration efforts were made and (2) the public interest in proceeding outweighs the temporary loss of remote participation. The policy also identifies meeting types exempt from hybrid requirements and allows for closed session convening during a recess when posted on the agenda.

Adopting the policy ensures the City meets the July 1, 2026, compliance deadline and maintains transparency and accessibility in accordance with state law.

FINANCIAL IMPACT
N/A

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
No additional outreach was required, as the proposed policy is mandated by SB 707 and must be adopted directly by the council. There is no advisory body recommendation for this item. The proposed Internet Service and Telephonic Service Disruption Policy have not been reviewed by a board or commission and is presented directly to the City Council for required approval under SB 707.

ALTERNATIVE ACTION
The council may decline to adopt the Internet Service and Telephonic Service Disruption Policy.

However, this alternative is not recommended, as SB 707 requires eligible legislative bodies to adopt such a policy prior to July 1, 2026, to maintain compliance with the Brown Act's hybrid meeting requirements. Failure to adopt a policy would place the City at risk of non-compliance with state law.

COORDINATED WITH
City Clerk's Office and Information Technology Department

STAFF CONTACT
Bill Way, Communications Manager - PIO
(707) 428-7611
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Internet Service and Telephonic Service Disruption Policy Attachment 4: Certification of the Resolution

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CITY OF FAIRFIELD
RESOLUTION NO. 2026-119
ADOPTING THE "INTERNET SERVICE AND TELEPHONIC SERVICE DISRUPTION POLICY" FOR CITY

COUNCIL MEETINGS
NOW, THEREFORE, THE COUNCIL OF THE CITY OF FAIRFIELD HEREBY RESOLVES:

1. Recitals. The City Council hereby finds determines and declares as follows:

A. The Ralph M. Brown Act, commonly known as the "Brown Act," is California's "sunshine" law for local government. The Brown Act is found in the California Government Code commencing with Government Code Section 54950. In 2025, the California Legislature passed Senate Bill 707 ("SB 707"), which was signed into law on October 3, 2025, and is effective January 1, 2026. SB 707 enacted an extensive modernization of the Brown Act.

B. B. SB 707 adds a new Section 54953.4 that requires specific actions be taken by an "eligible legislative body" to make meetings more accessible to the public. An "eligible legislative body" is defined in Section 54953.4(e)(2) and as applied to the City of Fairfield, the council is an eligible legislative body.

C. Starting on July 1, 2026, public meetings held by an eligible legislative body are required to include an opportunity for members of the public to attend via a two- way telephonic service or a two-way audiovisual platform (such as Zoom), commonly referred to as a "hybrid meeting." The only exception is if adequate telephonic or internet service is not operational at the meeting location.

D. In conjunction with hybrid meetings, SB 707 requires the council, on or before July 1, 2026, to approve a policy regarding the disruption of telephonic or internet services occurring during the meeting. The adoption of such policy must occur at a noticed public meeting of the council in open session and not as an item on the consent calendar.

E. The purpose of this policy is to adopt the "Internet Service and Telephonic Service Disruption Policy" in the manner and content required by Section 54953.4(b)(1)(A)(i)(I) and (II).

2. Adoption of Policy. The City Council of the City of Fairfield does hereby adopt the "Internet Service and Telephonic Service Disruption Policy" in substantially the form attached hereto as Exhibit A. The city manager shall have the authority to make such adjustments to the Policy as are necessary to implement amendments to the Brown Act

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RES. NO. 2026-119

Page 2 ends

or to facilitate the implementation of the requirements of Government Code Section 54953.

3. Certification. The city clerk shall certify the adoption of this Resolution.

PASSED AND ADOPTED this 7t" day of July 2026, by the following vote:

AYES: MEMBERS: VACCARO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILHAMS NOES: MEMBERS:

ABSENT: MEMBERS:

ABSTAIN: MEMBERS:

ATTEST:

CITY CLERK

ACTING MAYOR

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*:Cll jllld

INTERNET SERVICE AND TELEPHONIC SERVICE DISRUPTION POLICY Background
The Ralph M. Brown Act, commonly known as the "Brown Act," is California's "sunshine" law for local government. The Brown Act is found in the California Government Code commencing with Section 54950.1 In 2025, the California Legislature passed Senate Bill 707 ("SB 707"), which was signed into law on October 3, 2025, and is effective January 1, 2026. SB 707 enacted an extensive modernization of the Brown Act.

SB 707 adds a new Section 54953.4 that requires specific actions be taken by an "eligible legislative body" to make meetings more accessible to the public. An "eligible legislative body" is defined in Section 54953.4(e)(2) and as applied to the City of Fairfield, the City Council is an eligible legislative body.

Starting on July 1, 2026, public meetings held by an eligible legislative body are required to include an opportunity for members of the public to attend via a two-way telephonic service or a two-way audiovisual platform (such as Zoom), commonly referred to as a "hybrid meeting." The only exception is if adequate telephonic or internet service is not operational at the meeting location.

In conjunction with hybrid meetings, SB 707 requires the City Council on or before July 1, 2026, approve a policy regarding the disruption of telephonic or internet services occurring during the meeting. The adoption of such policy must occur at a noticed public meeting of the City Council in open session and not as an item on the consent calendar.

The purpose of this policy is to adopt the "Internet Service and Telephonic Service Disruption Policy" in the manner and content required by Section 54953.4(b)(1)(A)(i)(I) and (II).

City of Fairfield Teleconference Meeting Disruption Policy

1. Designation of Responsible Person of the City's Two -Way Audiovisual Platform or Two -Way Telephonic Service: The City Manager or his or her designee shall identify a City employee or vendor who is responsible for operating the two-way audiovisual platform or two- way telephonic service, referred to herein as the "Hybrid Platform", at noticed public meetings of the City Council ("Responsible Person"). Typically, the Responsible Person handles the operation of the microphones, cameras and other audio visual equipment and/or telephonic or voice equipment during City Council meetings and ensures that the Hybrid Platform has connectivity so that the meeting is displayed, both visually and with audio, in the case of an audiovisual platform such as Zoom or Teams, or telephonically if a telephonic system is utilized. ' All section references are to the California Government Code.

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2. Role of the City Clerk. The City Clerk is the person designated at City Council meetings for operating the Hybrid Platform to ensure the recording of the City Council meeting and for interacting with the Hybrid Platform to receive and record public comments. The City Clerk works within the Hybrid Platform as the meeting host to queue speakers who desire to provide public comment, admit speakers into the meeting when it is their turn to speak and thereafter remove said speakers, interact with the speakers as needed, including muting and unmuting speakers, and closes the queue when the public comment period ends. If a telephonic system is used, the City Clerk conducts the same or similar activities. The City Clerk interacts with the Mayor so that speakers who participate virtually or telephonically are called upon by the Mayor to provide their comments.

3. Disruption of the Hybrid Platform - Notification to the Mayor. If the Responsible Person or the City Clerk determines at any time during the City Council meeting that the Hybrid Platform is experiencing technical difficulties such that there is no telephonic or internet service in order for the Hybrid Platform to be operational, or there is a disruption or other technical issue that makes two-way remote participation not possible during the City Council meeting (for example, the City Council meeting is no longer able to be observed or heard by the public via the Hybrid Platform or the public is unable to virtually or telephonically attend the City Council meeting via the Hybrid Platform), the Responsible Person or the City Clerk shall immediately inform the Mayor or the presiding officer if the Mayor is not in attendance at the meeting, that the Hybrid Platform has been disrupted and a recess is required in order to restore service to the Hybrid Platform.

4. Announcement by the Mayor. The Mayor or presiding officer shall make an announcement regarding the need to call a recess because there is a disruption or other technical issue that has rendered the Hybrid Platform non -operational preventing two-way virtual or telephonic remote participation. After such announcement, the Mayor or presiding officer shall call for a recess and inform the in -person audience that under the Brown Act, the recess may last for up to an hour or until the service is restored to the Hybrid Platform. Pursuant to the Brown Act, the City Council is required to recess the open session of the City Council meeting for at least one hour following the disruption, or until telephonic or internet service is restored, whichever is earlier.

S. Recordation of the Time Recess is Called. The City Clerk shall physically in writing record the time when the recess is called by the Mayor or the presiding officer if the Mayor is not in attendance at the meeting.

6. Good Faith Attempt to Restore Service to the Hybrid Platform. During the recess, the Responsible Person and/or the City Clerk and any other member of City Staff shall make a good faith attempt to restore service to the Hybrid Platform. This includes troubleshooting any issues impacting connectivity including but not limited to the following: internet or telephonic connectivity issues (for example, check the connection, check the connection speed, test the internet bandwidth, contact the internet or telephonic provider, etc.), or audio or video quality

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concerns or webcam and audio issues (check settings of equipment and/or Hybrid Platform, check connections and cables, check app permissions (if applicable), ensure webcams or other cameras not blocked, adjust camera settings, test of audio, reinstall app or program (if applicable) etc.).

7. Troubleshooting Hybrid Platform is Successful. If the Responsible Person, City Clerk, or any other member of City Staff is successful in restoring the service to the Hybrid Platform within one hour of when the recess was called, the City Clerk shall inform the Mayor or presiding officer that the matter has been resolved. The Mayor or presiding officer shall then reconvene the City Council meeting and shall inform the public that service has been restored to the Hybrid Platform. The City Clerk shall physically in writing record the time of when the City Council meeting is reconvened.

8. Troubleshooting Hybrid Platform is Not Successful. If the Responsible Person, City Clerk, or any other member of City Staff was not successful in restoring the service to the Hybrid Platform within one hour of when the recess was called, the City Clerk shall inform the Mayor ore presiding officer that after making a good faith attempt to restore service, service to the Hybrid Platform was unable to be restored. The City Clerk shall give a description of the efforts made to restore service. The City Clerk shall physically in writing record the time of when the City Council meeting is reconvened.

9. Reconvening the Open Session of the City Council Meeting. The Mayor or presiding officer shall subsequently reconvene the City Council meeting. Upon reconvening the meeting, the Mayor or presiding officer shall inform the City Council and the public that services to the Hybrid Platform were unable to be restored and the Mayor or presiding officer shall request that a finding be made as follows: (i) that good faith efforts to restore the telephonic or internet service have been made in accordance with the City's Internet Service and Telephonic Service Disruption Policy; and (ii) that the public interest in continuing the meeting outweighs the public interest in remote public access. The Mayor or presiding officer shall call for a motion, ask for a second and ask the City Clerk to take a roll call vote. If the motion making the finding is passed, the City Council may continue the City Council meeting.

10. Certain Meetings Exempt. The requirement set forth in Government Code Section 54953.4 that open and public meetings shall include an opportunity for members of the public to attend the City Council meeting via a two-way remote system (either telephonically or via an audiovisual platform), does not apply to the following meetings: (i) a meeting to attend a judicial or administrative proceeding to which the City is a party; (ii) a meeting to inspect real or personal property provided that the topic of the meeting is limited to items directly related to the real or personal property; (iii) a meeting with elected or appointed officials of the United States or the State of California, solely to discuss a legislative or regulatory issue affecting the city and over which the federal or state officials have jurisdiction; (iv) a meeting in or nearby a facility owned by the City, provided that the topic of the meeting is limited to items directly related to the facility; and (v) a meeting in an emergency situation pursuant to Government Code Section 54956.5.

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11. Closed Session During a Recess. During the recess described herein, the City Council may meet in closed session during this period for items listed in the closed session agenda for that meeting.

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SOLANO ) ss.

CITY OF FAIRFIELD )
I, Karen L. Rees, City Clerk of the City of Fairfield, do hereby certify that the foregoing Resolution No. 2026-119, was duly passed and adopted at a meeting of the City Council of the City of Fairfield on the 161" day of June 2026 by the following vote, to wit:

AYES: BERTANI/CARR/PANDURO/SANDHU/TONNESE N/WILLIAMS
NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Fairfield, California, this 16th day of June 2026.

Karen L. Rees, City Clerk
City of Fairfield

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Fairfield City CouncilJuly 7, 2026

Fairfield City Council
July 7, 2026