Fairfield City Council
August 4, 2026

CITY OF FAIRFIELD

CITY COUNCIL

MEETING AGENDA

Tuesday, August 4, 2026, 6:00 p.m.

Harry T. Price Memorial Council Chamber
1000 Webster Street, Fairfield, CA 94533 or Via Zoom
Notice to Public
The City of Fairfield is committed to providing meeting facilities that are accessible to persons with disabilities and/or have language barriers. To request meeting materials in alternative formats, or to request a sign language interpreter, realtime captioning, or other accommodation, please contact the City Clerk's Office, at least 72 hours in advance of the meeting at (707) 428-7400.

For individuals with hearing or speaking limitations, dial 711 or (800) 735-2922 (English). For Spanish, Tagalog or other language, please dial (800) 855-3000 and provide the communication assistant with the following City telephone number: (707) 399-4010.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS:

Pursuant to Government Code 84308, City Council Members are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the City Council Member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the City's decision on the agenda item in the 12 months prior to the date the item is on the agenda. Members of the City Council who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a City Council Member in the 12 months prior to the date the item is on the agenda are required to disclose that fact for the official record of the subject proceedings. Disclosures must include the amount of the campaign contribution and identify the recipient City Council Member and may be made either in writing to the City Clerk before the agenda item or by verbal disclosure during consideration.

Members of the public can observe the meeting on Roku City of Fairfield, Xfinity Channel 26, AT&T U-Verse Channel 99, and web streamed live at www.youtube.com/FFCATV. The public may join the meeting via Zoom at: https://fairfield.ca.gov/zoomcitycouncil or via phone (408) 638-0968, Webinar ID: 814 7538 5275, Passcode: 7074287400
Pages
A. CALL TO ORDER 6:00 PM
B. ROLL CALL
Councilmember Doug Carr
Councilmember Doriss Panduro
Councilmember Manveer Sandhu
Councilmember Scott Tonnesen
Councilmember K. Patrice Williams
Vice Mayor Pam Bertani
Mayor Rick Vaccaro
C. INVOCATION - Youth Pastor Elliot Urbina of Liberty Church D. PLEDGE OF ALLEGIANCE
E. COUNCIL REPORTS
F. CITY MANAGER'S REPORT
G. CITY ATTORNEY'S REPORT
H. CITY CLERK'S REPORT
I. PRESENTATIONS
I.1 Valley Strong Business Etiquette Gauntlet Scholarship Presentation to the Police Activities League
I.2 LS Power Summer Internship Scholarship Presentation to the Police Activities League
I.3 Sister City Exchange Program Presentation by Assistant to the City Manager Liz Aptekar
I.4 4th of July Parade Awards Presented by Parks & Recreation Program Coordinator Juan Segura
J. PUBLIC COMMENTS
Persons wishing to address the City Council on subjects not on the agenda but within the jurisdiction of the council may do so at this time. The council cannot discuss or take action on matters, not on the agenda for this meeting, but councilmembers may briefly respond to statements made or questions raised by the public, ask for clarification from staff, refer the matter to staff, request staff to report back to the council at a subsequent meeting, or place the matter on a future agenda. To speak on an agenda item, please use the “raise your hand” feature or press *9 on your phone. Speakers are limited to three minutes per item, as determined by the mayor.

K. CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion unless a member of the City Council or the public requests that separate action be taken on a specific item.

Recommended Action:

To approve the consent calendar.

K.1 Resolution 2026-161 PW FAST Transit Advertising Services 6 Authorizing the City Manager to Execute a Contractor Services Agreement between the City of Fairfield and Lamar Transit, LLC for Transit Advertising on FAST Vehicles, Bus Shelters, and Transit Passenger Facilities Funding Source: N/A
Contact: Melissa Minton, (707) 434-3804
Recommended Action:

Adopt resolution.

K.2 Resolution 2026-169 PW North Bay Regional Treatment Plant Expansion Bartle Wells Professional Services Agreement for Financial Consulting and Budget Adjustment
36 Authorizing the City Manager to Execute a Professional Services Agreement with Bartle Wells Associates for Financial Consulting Services for the Cities of Fairfield and Vacaville for the North Bay Regional Water Treatment Plant Expansion, and Authorizing an Update to the Fiscal Year 2026-2027 Budget Funding Source: $60,000; North Bay Regional Fund
Contact: David Vong, (707) 428-7784
Recommended Action:

Adopt resolution.

K.3 Resolution 2026-170 PW Fiscal Year 2026-2027 Budget Adjustment for the Smith Ranch Assessment District Phase Two Improvement Fund 67 Authorizing an Update to the Fiscal Year 2026-2027 Smith Ranch Assessment District Phase Two Improvement Fund Budget for Rancho Solano Raw Water Pump Deferred Maintenance
Funding Source: $369,439; Smith Ranch Phase Two Improvement Fund Contact: Ryan Panganiban, (707) 428-7017
Recommended Action:

Adopt resolution.

K.4 Resolution 2026-171 PW Fiscal Year 2026-2027 Budget Adjustment for the Storm Drains Maintenance Fund and Additional Contribution to the Vehicle Replacement Fund
71 Authorizing an Update to the Fiscal Year 2026-2027 Local Drainage Maintenance District Budget and an Additional Fiscal Year 2026-2027 Contribution from the Local Drainage Maintenance District Fund to the Vehicle Replacement Fund for the Purchase of a Vac-Con Vacuum Truck for the Storm Drains Program

Funding Source: $28,411; Local Drainage Maintenance District Contact: Daniel Camara, (707) 428-7052
Recommended Action:

Adopt resolution.

K.5 Resolution 2026-172 HD Second Amendment to the Development Loan Agreement with 212 E. Tabor Fairfield EAH, LLC and Amending Home and Local Housing Trust Fund Allocations for the Tabor Commons Affordable Housing Project
76 Approving the Second Amendment of the Development Loan Agreement with 212 E. Tabor Fairfield EAH, LLC, Increasing Affordable Housing Fee Credits by $800,000, and Amending Home the Local Housing Trust Fund Allocations for the Tabor Commons Affordable Housing Project
Funding Source: $800,000 Affordable Housing Fee Bank Credits Contact: LaTanya Terrones, (707) 428-7454
Recommended Action:

Adopt resolution.

K.6 Resolution 2026-173 HD Amendment of the Memorandum of Understanding Renewal for the Provision of Temporary Emergency Shelter Operations Mission Samoa
178
Authorizing the City Manager to Amend the Memorandum of Understanding Between the City of Fairfield and Mission Samoa for the Provision of Temporary Emergency Shelter Operations
Funding Source: $400,000; Intergovernmental Services Fund Contact: April Cobb, (707) 428-7609
Recommended Action:

Adopt resolution.

K.7 Resolution 2026-174 PD Approving Acceptance of the California Highway Patrol Cannabis Tax Fund Grant Program 2026-2027
184
Approving Acceptance of the California Highway Patrol Cannabis Tax Fund Grant Program 2026- 2027 to Reduce Impaired Driving Traffic Collisions and Proactively Remove Impaired Drivers from the Roadway
Funding Source: N/A
Contact: Dan Marshall, (707) 428-7374
Recommended Action:

Adopt resolution.

L. NEW BUSINESS
L.1 Resolutions 2026-175 and 2026-176 CM Fairfield City Council in Support of 201

Measures P and Q
Resolution 2026-175 Supporting Measure P to Extend the City’s Transactions and Use Tax and Increase by 1% the Local Transactions and Use Tax from 1% to 2% Until Ended by Voters Which Will be Submitted to the Voters of the City at the General Municipal Election to be Held on November 3, 2026 Resolution 2026-176 Supporting Measure Q to Change the Office of City Clerk from Elected to an Appointive Position, Which Will be Submitted to the Voters of the City at the General Municipal Election to be Held on November 3, 2026 Funding Source: N/A
Contact: Farbod Pirouzmand, (707) 428-7397
Recommended Action:

Adopt the attached resolutions of the Fairfield City Council supporting Measure P and Measure Q appearing on the November 3, 2026 general election.

L.2 Resolution 2026-156 PR Golf Volunteer Program 208
Approving a Volunteer Program for City Golf Courses and Adopting Volunteer Service Benefit Policy
Funding Source: N/A
Contact: David Gassaway, (707) 428-7400
Recommended Action:

Adopt resolution.

M. ADJOURN
ADJOURN TO TUESDAY, AUGUST 18, 2026, 6:00 P.M., HARRY T. PRICE MEMORIAL COUNCIL CHAMBER.

Any disclosable public records related to an open session item on a regular meeting agenda and distributed by the City of Fairfield to all or a majority of the Fairfield City Council less than 72 hours prior to that meeting are available for public inspection at City Hall, in the 4th floor lobby, 1000 Webster Street, Fairfield, California during normal business hours.

PUBLIC NOTIFICATION
I, Esther Beavers, Deputy City Clerk, do hereby certify that I have caused a true copy of the above notice and agenda to be delivered to each of the members of the Fairfield City Council, at the time and in the manner prescribed by law and that this agenda was posted at City Hall, 1000 Webster Street, Fairfield, California on Wednesday, July 29, 2026.

Agenda Item No: K.1

AGENDA REPORT
DATE: August 4, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-161 PW FAST Transit Advertising Services

Authorizing the City Manager to Execute a Contractor Services Agreement between the City of Fairfield and Lamar Transit, LLC for Transit Advertising on FAST Vehicles, Bus Shelters, and Transit Passenger Facilities

Funding Source: N/A

Contact: Melissa Minton, (707) 434-3804

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The proposed resolution authorizes a two -year agreement with t hree one-year extensions between the City and Lamar Transit , LLC (Lamar) for transit advertising on FAST buses, bus shelters, and transit passenger facilities, which will generate revenue to offset operating costs for FAST’s transit services.

DISCUSSION
On April 30, 2026, City staff released a Request for Proposals (RFP) invi ting qualified advertising firms to submit proposals for transit advertising services on FAST buses, bus shelters, and transit passenger facilities. The existing advertising opportunities include the interior and exterior of approximately 23 vehicles and seven bus shelters located throughout the city, though advertising firms were encouraged to identify new advertising opportunities within FAST transit’s advertising portfolios for future growth.

The City received two proposals from Lamar and Zenith Billboa rds LLC in response to the RFP solicitation. The two proposals were evaluated by a three-member evaluation committee based on completeness, specificity of the work plan for the proposed services, experience and demonstrated ability to perform the services, and the revenue share and minimum annual

guarantee proposal. Based on the criteria established within the RFP, the evaluation committee determined that Lamar w as the most qualified advertising firm and presented the most opportune potential for revenue generation.

Lamar exhibited relevant experience in advertising for transit agencies of various sizes throughout California and offers the greater of a minimum annual guarantee of $265,000 in revenue or 45% of the net revenue generated over the term of the agreement and three one - year extensions.

FINANCIAL IMPACT
Approval of this agreement for advertising management services would allow FAST to generate a minimum guarantee of $265,000 for the term of the agreement and three one-year extensions.

All revenue received will be used to offset operating costs for FAST’s transit services.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to execute the agreement for advertising management services with Lamar. This would result in a loss of a minimum of $265,000 in advertising revenue that is used to support FAST operations.

COORDINATED WITH
City Attorney’s Office

STAFF CONTACT
Melissa Minton, Transportation Planner
(707) 434-3804
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-161

AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTOR SERVICES AGREEMENT

BETWEEN THE CITY OF FAIRFIELD AND LAMAR TRANSIT, LLC FOR TRANSIT ADVERTISING ON

FAST BUSES, BUS SHELTERS, AND TRANSIT PASSENGER FACILITIES

WHEREAS, FAST has existing advertising opportunities on the interior and exterior of approximately 23 vehicles and seven bus shelters; and

WHEREAS, the City conducted a qualifications-based competitive process for an advertising firm to provide advertising services on FAST buses, bus shelters, and transit passenger facilities; and

WHEREAS, Lamar Transit, LLC (Lamar) has been determined to be the most qualified advertising firm and has presented the most opportune potential for revenue generation.

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

Section 1. The city manager or designee is hereby authorized and directed to execute on behalf of the City of Fairfield that certain agreement for contract services between the City of Fairfield and Lamar for transit advertising on FAST buses, bus shelters, and transit passenger facilities.

Section 2. The city manager or designee is hereby authorized to extend the contract for up to three one-year extensions upon mutual agreement between the City and Lamar.

PASSED AND ADOPTED this 4th day of August 2026, by the following vote:

AYES: MEMBERS: VACCARO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________

MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.2

AGENDA REPORT
DATE: August 4, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 202 6-169 PW North Bay Regional Treatment Plant Expansion Bartle Wells Professional Services Agreement for Financial Consulting and Budget Adjustment

Authorizing the City Manager to Execute a Professional Services Agreement with Bartle Wells Associates for Financial Consulting Services for the Cities of Fairfield and Vacaville for the North Bay Regional Water Treatment Plant Expansion, and Authorizing an Update to the Fiscal Year 2026-2027 Budget

Funding Source: $60,000; North Bay Regional Fund

Contact: David Vong, (707) 428-7784

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
City Council approval would authorize the city manager to execute a Professional Services Agreement (PSA) with Bartle Wells Associates (BWA) to provide financial consulting services for the North Bay Regional Water Treatment Plant (NBR) Expansion Project (Project) in an amount not to exceed $60,000. NBR is jointly owned by the Cities of Vacaville and Fairfield and is operated by City of Fairfield staff. Governance, ownership, and operation of the NBR are established in the Joint Exercise of Powers Agreement (JEPA).

DISCUSSION
Fairfield Municipal Utilities (FMU) provides water to the cities of Fairfield and Vacaville on a continuous basis and employs staff who are responsible for the operation of Fairfield’s water system, a portion of which includes the NBR. NBR was conceived and constructed out of a need to realize access to the North Bay Aqueduct (NBA), both of which were completed in 1988.

Over two decades ago, long-term planning efforts by the cities of Vacaville and Fairfield projected that NBR would eventually need to increase its treated water capacity. Today, both cities are experiencing population growth aligned with their respective general plans and water system master plans and are preparing to expand the plant as originally envisioned in the JEPA. The JEPA establishes the governance, ownership, and oversight framework for the NBRWTP, with these responsibilities administered through the Joint Powers Policy Committee (JPPC), which is composed of staff representatives from both cities.

On December 17, 2024, the council adopted Resolution No. 2024-293 authorizing a contract with West Yost Associates to identify the most effective Project delivery method, develop a business case demonstrating the need for the expansion, preparing an environmental study, production of an environmental study, and develop memorandum of understanding between both cities to implement the Project.

As part of development of the business case, the JPPC recognized that each city has different financial positions that affect potential funding challenges to the Project. To address these concerns, the JPPC deems it necessary to include Project financial strategy that is tailored to each city’s financial position and as such, requested a proposal from BWA.

BWA's proposal offers Financial Planning (Task 1) and Financing Support (Task 2) services for both the City of Fairfield and the City of Vacaville to facilitate the NBR expansion:

 Task 1 - Development of a financial planning model for the City of Vacaville to determine funding strategies for its portion of the project.
 Task 2 - Joint assessment of both cities' financial positions, coordination of financial strategies, and analysis of grant scenarios to support the project.

With over 60 years of experience serving California water and wastewater agencies, BWA is well- qualified to provide comprehensive financial consulting services for this initiative. BWA possesses in-depth knowledge of both cities, having completed Fairfield’s water rate study, which included the Project in its financial projections, and maintaining a longstanding relationship with Vacaville, most recently through the water and sewer capacity charge study. BWA is among the f ew firms capable of offering both financial advisory services for project financing and utility rate consulting.

FINANCIAL IMPACT
The Project's financial consulting services are for a total amount not-to-exceed $60,000. Pursuant to the Joint Powers Agreement (JPA), all direct and indirect costs incurred by the administering agency are reimbursable from the JPA Fund.

The financial consulting services provided by Bartle Wells Associates for the Project (CPW040114) were not included in the fiscal year (FY) 2026 –2027 Capital Budget. Therefore, a budget amendment is required to increase appropriations by $60,000 in the NBR Fund (Fund 465 ; CPW040114) to fund these services.

The NBR Fund will utilize previously collected reserves. The estimated split of t he reserves is as follows:

Agency Task 1 Task 2 Total
City of Fairfield $0 $15,000 $15,000
City of Vacaville $30,000 $15,000 $45,000
TOTAL $30,000 $30,000 $60,000

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to authorize the city manager to execute the agreement. However, this would be inconsistent with the authority vested in the JPPC through the JPA.

COORDINATED WITH
NBR Joint Powers Policy Committee

STAFF CONTACT
David Vong, Senior Civil Engineer
(707) 428-7784
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Proposed Professional Services Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-169

AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT

WITH BARTLE WELLS ASSOCIATES FOR FINANCIAL CONSULTING SERVICES FOR THE CITIES OF

FAIRFIELD AND VACAVILLE FOR THE NORTH BAY REGIONAL WATER TREATMENT PLANT EXPANSION, AND AUTHORIZING AN UPDATE TO THE FISCAL YEAR 2026-2027 BUDGET

WHEREAS, the North Bay Regional Water Treatment Plant (NBR) is jointly owned by the Cities of Vacaville and Fairfield, but is operated by City of Fairfield staff; and

WHEREAS, governance, ownership and operation of NBR is outlined in a Joint Exercise Powers Agreement (JEPA), which was executed in 1987; and

WHEREAS, governance, ownership and oversight powers defined with the J EPA are carried out through a Joint Powers Policy Committee (JPPC); and

WHEREAS, both cities are experiencing growth in accordance with their adopted general plans and, accordingly, planning for the treatment plant expansion that was originally contemplated in the JEPA; and

WHEREAS, the JPPC has identified the need for a comprehensive long-term financial analysis and strategic planning to address the funding challenges associated with the NBRWTP expansion; and

WHEREAS, Bartle Wells Associates possesses extensive knowledge and experience with both Cities, making them particularly well -qualified to provide the necessary financial consulting services; and

WHEREAS, pursuant to the JEPA, the Cities of Vacaville and Fairfield have been depositing funds into a reserve fund that is intended to be used for pre-design efforts; and

WHEREAS, the JEPA stipulates that all direct and indirect costs incurred by the administering party shall be reimbursed out of the JEPA fund; and

WHEREAS, sufficient funding was not allocated for this professional services agreement in the City’s approved fiscal year (FY) 2026-2027 Budget, thus requiring a budget adjustment of $60,000 to North Bay Regional Fund (Fund 465) for the North Bay Regional Water Treatment Plant Expansion Project; and

WHEREAS, the revised appropriation constitutes an update to the FY 2026-2027 Budget approved pursuant to Resolution No. 2026-114.

RES. NO. 2026-169

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

Section 1. The city manager is hereby authorized to execute a professional services agreement with Bartle Wells Associates for financial consulting services for the North Bay Regional Water Treatment Plant Expansion for an amount not to exceed $60,000.

Section 2. The council authorizes the city manager or designee to take all steps necessary to implement this resolution.

Section 3. The council hereby approves a budget adjustment of $ 60,000 to increase appropriations to the NBR Fund (Fund 465) for the North Bay Regional Water Treatment Plant Expansion Project.

Section 4. The city manager is hereby authorized to do all things necessary to implement the above-mentioned agreement.

PASSED AND ADOPTED this 4th day of August 2026, by the following vote:

AYES: MEMBERS: VACCARO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

1 Revised 1/09/2025

PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Fairfield, California, as of ________________, 20____, by and between the City of Fairfield, a municipal corporation (the “CITY") and Bartle Wells Associates ("CONSULTANT"), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, CONSULTANT shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONSULTANT. CONSULTANT shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONSULTANT for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONSULTANT for services rendered pursuant to this Agreement.

CONSULTANT shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.” 3) FACILITIES AND EQUIPMENT . CONSULTANT shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4) GENERAL PROVISIONS . The general provisions set forth in Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428- 7509) and online at
www.fairfield.ca.gov/biz.
7) EX
HIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through June 30, 2027. 9) GOVERNING LAW AND VENUE. Should either Party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of California, excluding California’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Solano County Superior Court. 10) Where applicable, vehicles
with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of

2 Revised 1/09/2025
air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets 11) ENT
IRE AGREEMENT. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT.

This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 12) COUNTERPARTS. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. 13) NOTICES. This Agreement is managed and administered on the CITY’s behalf by the individual named below. All invoices must be submitted and approved by this individual and all notices shall be given to the CITY using the following contact information:

CITY Contact: David Vong, Senior Civil Engineer
E-mail: [email protected]
Address: 1000 Webster Street, 3
rd Floor, Fairfield, CA 94533
Telephone: (707) 428-7784
Notices must be given to CONSULTANT at the following:

CONSULTANT Contact: Erik Helgeson, President
E-mail: [email protected]
Address: 2625 Alcatraz Ave, #602, Berkeley, CA 94705
Telephone: (510) 671-8669
EX
ECUTED as of the day first above-stated.

Cit
y of Fairfield, a municipal corporation
By
:__________________________________
CON

SULTANT
By
:___________________________________

Proposal to the Cities of Fairfield and
Vacaville for Financial Consulting
Services for the North Bay Regional
Water Treatment Plant Expansion
July 8, 2026
EXHIBIT “A”

June 17, 2026

David Vong, Senior Civil Engineer
c/o the Joint Powers Policy Committee
1000 Webster Street, 3rd Floor
Fairfield, CA 94534

Attn: David Vong, Senior Civil Engineer

Re: Financial Consulting Services

Bartle Wells Associates (BWA) is pleased to submit this proposal to provide financial consulting services to support the North Bay Regional Water Treatment Plant (NBRWTP) expansion project. BWA understands that the NBRWTP is a jointly owned regional facility between the Cities of Vacaville and Fairfield, governed through a Joint Powers Agreement (JPA) and administered through a Joint Powers Policy Committee. As outlined in the City's recent agenda materials, the expansion project represents a critical next step in addressing long -term water supply reliability, regulatory compliance, and future demand, with planning-level costs estimated at approximately $200 million.

BWA has over 60 years of experience serving California water and wastewater agencies and is uniquely positioned to provide financial consulting services to support this project . B WA has a deep understanding of both Cities. We recently completed the water rate study for the City of Fairfield, which included the NBRWTP project in its financial projections, and we have a long history of working with the City of Vacaville, most recently on the water and sewer capacity charge study. BWA is also one of a few firms that p rovides both financial advisory services for project financing and utility rate consulting services. We propose to assign Erik Helgeson, a principal and p resident of BWA, as project manager, and Alex Handlers, a BWA principal, as technical expert.

BWA is eager to continue our work with the Cities of Vacaville and Fai rfield. Please contact me at [email protected] or (510) 671-8669 with any questions.

Sincerely,

Erik Helgeson, MBA
President

2625 Alcatraz Ave, #602
Berkeley, CA 94705
Tel 510 653 3399
www.bartlewells.com

TABLE OF CONTENTS
BUSINESS QUALIFICATIONS ............................................................................. 1 BARTLE WELLS ASSOCIATES .................................................................................................................. 1 PROJECT TEAM AND STAFFING ........................................................................ 3 RESUMES ............................................................................................................................................... 4 SCOPE OF SERVICES ......................................................................................... 9 Task 1. Financial Plan for the City of Vacaville ..................................................................................... 9 Task 2. Financing Support and Analysis ................................................................................................ 9 PROJECT BUDGET ........................................................................................... 10 PROJECT SCHEDULE ....................................................................................... 11 AVAILABILITY AND FEES ................................................................................. 12 MUNICIPAL ADVISOR DISCLOSURES ............................................................... 14 INSURANCE .................................................................................................... 15

BARTLE WELLS ASSOCIATES Page 1
Cities of Fairfield and Vacaville – Financial Support Proposal

BUSINESS QUALIFICATIONS

BARTLE WELLS ASSOCIATES
Leaders in Water, Wastewater & Stormwater Rates and Finance Since 1964 Bartle Wells Associates (BWA) is an independent financial advisory firm with expertise in the areas of water, wastewater, and stormwater finance. BWA was established in 1964 and has over 60 years of experience advising cities, special districts, and other agencies on the complexities and challenges in public finance. We have advised over 600 public agency clients throughout California and the western United States. We have a diversity of abilities and experience to evaluate all types of financial issues faced by local governments and to recommend the best and most-practical solutions.

Bartle Wells Associates has a highly qualified professional team of consultants. Our educational backgrounds include finance, civil engineering, business, public administration, public policy, and economics.

BWA specializes in three professional services: utility cost -of-service rate and fee studies, financial plans, and project financing. We are one of the few independent financial advisors providing all three of these interrelated services to public agencies.

RATE AND FEE STUDIES Our rate studies employ a cost-of-service approach and are designed to maintain the long-term financial health of a utility enterprise while being fair to all customers. We develop practical recommendations that are easy to implement and often phase in rate adjustments over time to minimize the impact on ratepayers. We also have extensive experience developing impact fees that equitably recover the costs of infrastructure required to serve new development. BWA has completed hundreds of utility rate and fee studies. We have helped commu nities implement a wide range of rate structures and are knowledgeable about the legal requirements governing rates and impact fees. We develop clear, effective presentations and have represented public agencies at hundreds of public hearings to build consensus for our recommendations.

FINANCIAL PLANS Our financial plans provide agencies with a flexible roadmap for funding long-term operating and capital needs. We evaluate the wide range of financing options available, develop a plan that recommends the best financing approach, and clearly identify the sources of revenue for funding projects and repaying any debt. We also help agencies develop prudent financial policies, such as fund reserve targets, to support sound financial management. BWA has developed over 2,000 utility enterprise financial plans t o help public agencies fund their operating and capital programs, meet debt service requirements, and maintain long-term financial health.

BWA Key Services

Rate & Fee Studies
Financial Plans
Project Financing

BARTLE WELLS ASSOCIATES Page 2
Cities of Fairfield and Vacaville – Financial Support Proposal

PROJECT FINANCING Our project financing experience includes over 300 bond sales and numerous bank loans, lines of credit, and a range of state and federal grant and loan programs. We generally recommend issuing debt via a competitive sale process to achieve the lowest cost financing possible. To date, we have helped California agencies obtain over $5 billion of financing via bonds, bank loans/private placements, lines of credit, low-rate State Revolving Fund Loans, and other funding programs. We work only for public agencies; we are independent financial advisors and do not buy, trade, or resell bonds. Our work is concentrated on providing independent advice that enables our clients to finance their projects on the most favorable terms—lowest interest rates, smallest issue size, and greatest flexibility.

Bartle Wells Associates is a charter member of the National Association of Municipal Advisors (NAMA), which establishes strict criteria for independent advisory firms. All of our lead consultants are Certified Independent Professional Municipal Advisors and are Registered Municipal Advisors.

Bartle Wells Associates is committed to providing value and the best advice to our clients. Our strength is quality—the quality of advice, service, and work we do for all our clients.

EXPERIENCE BWA has extensive experience developing long - term financial plans, utility rates, and capacity fees for public agencies from all areas of California and the western U.S. In recent years, we have completed assignments for many agencies including:

 Sample Water and Wastewater Districts  Sample Cities  Nevada Irrigation District  City of Benicia
 Castro Valley Sanitary District  City of Arcata
 Clean Water Services  City of Davis
 Cucamonga Valley Water District  City of East Palo Alto  East Bay Municipal Utility District  City of Glendale  Fallbrook Public Utility District  City of Hemet
 Helendale Community Services District  City of Hesperia  Helix Water District  City of Imperial
 Indian Wells Valley Water District  City of Modesto
 Joshua Basin Water District  City of Monterey
 Lake Arrowhead Community Services District  City of Morro Bay  Marin Municipal Water District  City of Mountain View  Patterson Irrigation District  City of Paso Robles
 Palmdale Water District  City of Patterson
 San Diego County Water Authority  City of Port Hueneme  San Francisco Public Utilities Commission  City of Redwood City  San Luis Water District  City of San Bruno
 San Miguel Community Services District  City of San Carlos  Santa Ynez River Water CD, ID#1  City of San Leandro  Silicon Valley Clean Water  City of Santa Cruz
BWA has served
over 600 public
agencies
throughout
California and
the western
United

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Cities of Fairfield and Vacaville – Financial Support Proposal

PROJECT TEAM AND STAFFING
BWA uses a team approach for most projects, typically assigning two consultants to each assignment, including at least one principal consultant. Our general project approach is to work closely with staff and other members of the project team, identify objectives, set milestones, have frequent communication, and remain flexible to resolve unanticipated issues.

Bartle Wells Associates has a highly qualified professional team. Our education and backgrounds include finance, civil engineering, business, public administration, public policy, and economics. Bartle Wells Associates has a long track record of completing projects on time and on or under budget.

Bartle Wells Associates will perform all work related to this assignment and does not plan to use any subcontractors for this project. Our consulting staff has availability to assist on this project as needed to ensure all project work and deliverables are completed on schedule.

Erik Helgeson, Project Manager
Erik Helgeson is a Principal and President of BWA with 15 years of experience. He specializes in developing long-term financial models and utility rates based on a cost- of-service approach. His experience includes working as a senior finance analyst for Denver Water in the rates and charges group and as a utility rate consultant in Colorado and California. His prior experience working for a utility gives him a unique perspective on the internal challenges a utility faces when implementing a study’s recommendations. He currently serves on the American Water Works Association Rates and Charges Committee.

Alex Handlers, Technical Expert
Alex Handlers is a principal of Bartle Wells Associates with expertise in utility rates, financial planning, and project financing. He has managed projects for over 150 cities, counties, and special districts and has helped public agencies obtain over $2 billion in financing through bonds, COPs, bank loans, State Revolving Fund loans, WIFIA , and other state and federal funding programs. Alex is an MSRB- Registered Municipal Advisor, a Certified Independent Professional Municipal Advisor (CIPMA), and a current Board Member of the National Association of Municipal Advisors.

Danielle Compton, Financial Analyst
Danielle Compton is a Financial Analyst for Bartle Wells and provides analytical support for utility rate and financial planning studies. She has experience working on water, wastewater, and solid waste rate studies. Danielle has a background in water utility operations through her work in Sour ce of Supply at Denver Water, where she developed an understanding of the back -end workings of a municipal water system.

She also has prior experience in public sector accounting and recreation services.

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Cities of Fairfield and Vacaville – Financial Support Proposal

RESUMES
ERIK W. HELGESON, MBA
Principal Consultant
Erik Helgeson is a principal and president of Bartle Wells and Associates with fifteen years of utility finance experience. His areas of expertise include the development of financial plans, ratemaking, and policy solutions for water, wastewater, recycled water, stormwater and solid waste utilities. His experience includes both working for a utility as a senior finance analyst for Denver Water and now as a utility rate consultant helping agencies develop strong financial plans and equitable rates aligned with their objectives. Erik has extensive expertise in working with executive level staff and assisting in strategic decisions. He serves on the American Water Works Association (AWWA) Rates and Charges Committee and has presented at the Utility Management Conference.

Education
M.B.A., Entrepreneurship – University of Colorado, Denver B.A., Business Administration – Gonzaga University
Representative Projects
 Marin Municipal Water District, Marin, CA: Project manager for 2022 water and recycled water rate study and 2025 capacity charge study. Analyst supporting the rate study update in 2016.  Fallbrook PUD, CA: Project manager for a water, sewer and recycled water rate study  Pico Water District, CA: Project manager for a water financial plan and cost-of-service rate study  Big Bear City CSD, CA: Project manager for a water, sewer and solid waste cost-of-service rate studies
 City of Modesto, CA: Project manager for water and wastewater financial plans and rate studies  Madera County, CA: Project manager providing rate studies for twenty-three of the county’s water and sewer special service districts
 Modesto Irrigation District: Designed an allocation methodology between the district’s domestic water, irrigation, and electric enterprises.
 City of Hemet, CA: Water budget rate design and cost of service study  City of Lindsay, CA: Project manager for water and sewer rate studies and infrastructure use fee study
 City of Imperial, CA: Lead consultant providing water and wastewater financial plans and rate studies
 City of Vacaville, CA: Water and wastewater capacity fee studies  Union Sanitary District, CA: Wastewater capacity fee study  City of Riverbank, CA: Project Manager for solid waste rate and sewer rate and connection fee studies
 City of Placerville, CA: Analytical support for water financial plans and rate studies.  San Luis Water District, CA: Prop. 218 Assessment Election  Panoche Water District, CA: Prop. 218 Assessment Election

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Cities of Fairfield and Vacaville – Financial Support Proposal

 City of Patterson, CA: Solid waste rate study
 San Miguel Community Services District, CA: Project manager providing water and wastewater financial plans and rate studies. The District was nearing insolvency and large rate increases were needed to save the District.
 Alameda County, CA : Reviewed proposed wheeling charges on behalf of the local agency partners working on the Los Vaqueros Dam expansion project.
 Carlsbad, CA: Played a key role in completing the 2016 water cost of service study. Created a supply- based cost allocation and supply layered, tiered, water rate design  City of Paso Robles, CA: Water and wastewater rate studies  King City, CA: Wastewater financial plan and rate study  Castle Pines North Metropolitan District, CO: Lead consultant providing annual water and wastewater financial plans and rate study updates
 City of Benicia, CA: Water and wastewater rate and connection fee studies  Arapahoe Parks and Recreation District, CO: Reviewed water rates for fairness  City of San Juan Bautista, CA: Water and Wastewater rate and capacity fee studies  Las Gallinas Valley Sanitary District, CA: Support for annual budget process  Tres Pinos CSD, CA: Project manager for water and sewer rate studies  Leland Meadows CSD, CA: Project manager for water and sewer rate studies  City of Willits, CA: Lead consultant providing water and wastewater financial plans and rate studies  The Cities of Pinole and Hercules, CA: Assisted the cities with the co-financing of a wastewater project with SRF loans. This included the design of the payment and reimbursement process, the administration of the process, and navigating the State requirements.  Humboldt Bay Municipal Water District, CA: Lead consultant providing 10-year financial plan update  Sacramento County Water Authority, Sacramento, CA: Lead analyst supporting water financial plan and rate study
Public Utility Experience
Denver Water, Denver, CO:

Senior Finance Analyst- Assisted with the annual cost of service study and financial plan, provided regular revenue reports, and oversaw the gathering and reporting of metrics to support Denver Water’s organizational improvement initiatives. As the lead analyst on the initiative to change the rate design he facilitated research (customer survey and affordability study), performed rate design analysis, and assisted with stakeholder outreach (municipalities, customers, business representatives, non-profits, and Denver Water executives and Board) which led to the adoption of new rate structures. He coordinated the implementation efforts between various business units to ensure a successful rollout of the new rates and rate structures.

Professional Memberships
American Water Works Association – Member of Rates and Charges Committee Certifications
MSRB-Registered Municipal Advisor (Series 50)

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Cities of Fairfield and Vacaville – Financial Support Proposal

ALEX HANDLERS, MPA, CIPMA
Principal Consultant
Alex Handlers is a principal of Bartle Wells Associates with expertise in the areas of utility rates and finance. He has extensive experience assisting public agencies with development of long -term strategic financial plans, utility rate studies, and development impact fees for utility enterprises. Alex has helped agencies implement a wide variety of water and sewer rate and fee structures and is knowledgeable about the legal requirements of rates and fees. He has managed projects for over 150 cities, counties, and special districts and has extensive experience working with city councils, governing boards, and citizen advisory and community organizations to gain input and build consensus for recommendations.

Alex is also an independent financial advisor with expertise in evaluating financing alternatives for capital programs and helping agencies secure low -cost debt financing. He is an MSRB- Registered Municipal Advisor, a Certified Independent Professional Mun icipal Advisor, and a current Board Member of the National Association of Municipal Advisors. He has helped public agencies obtain over $2 billion in financing via issuance of bonds, COPs, bank loans/private placements, lines of credit, and a range of state and federal funding programs including California’s State Revolving Fund Loan Program, USDA, I -Bank, and WIFIA.

Education
M.P.A. - University of Washington
B.A. - Lehigh University
Certifications
Board Member – National Association of Municipal Advisors CIPMA – Certified Independent Professional Municipal Advisor MSRB-Registered Municipal Advisor (Series 50)
Representative Projects
• City of Paso Robles: Developed comprehensive water and sewer rate studies. Evaluated water and sewer rate structures including a range of fixed and usage-based residential rate alternatives. Final recommendations included multi -year rate increases and a phase -in of increased fixed service charges to improve financial stability and better reflect the cost of providing service. • City of Petaluma: Developed water and wastewater financial plans and rate studies designed to support escalating operating expenses and updated Master Plan capital improvement needs.

Recommendations included a 5 -year phase-in of gradual base City rate increases plus automatic future passthrough adjustments for wholesale water costs and inflation. Developed new Water Shortage Contingency Plan rate adjustments designed to support financial stability during droughts and water shortages.
• City of Benicia: Developed comprehensive water and wastewater financial plans and rate studies leading to adoption of a 5-year phase-in of rate increases and revisions to the water and sewer rate structures designed to reflect the cost of providing service. Evaluated rate impacts under a range of capital improvement funding scenarios. Updated water and wastewater capacity charges.

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Cities of Fairfield and Vacaville – Financial Support Proposal

• San Francisco Public Utilities Commission: Developed financial projections supporting issuance of over $3 billion of bonds used to fund a $4.3 billion upgrade to the Hetch -Hetchy regional water system and improvements to the City’s wastewater system and Hetch-Hetchy power facilities. • City of San Mateo: Developed a financial plan and rate study supporting funding for a $900 million wastewater capital improvement program needed to improve wet weather capacity and rebuild the City’s aging wastewater treatment plant. Transitioned residential sewer rates from 100% volumetric rates (subject to a minimum charge) to a hybrid 50% fixed & 50% volumetric rate structure. • South San Luis Obispo County Sanitation District: Developed a long -term financial plan and wastewater rate recommendations supporting the funding of a major capital upgrade to a regional wastewater treatment plant serving the Cities of Arroyo Grande, Pismo Beach, and the Oceano Community Services District. Serves as independent financial advisor on issuance of $27 million of wastewater revenue bonds and a low-interest rate USDA Loan. • City of Morro Bay: Developed 10 -year water and wastewater financial plans and rate studies supporting construction of a new $145 million Water Reclamation Facility and recycled water infrastructure. Evaluated water and sewer rate structures and recommended modifications bas ed on a cost-of-service analysis. Updated the City’s water and wastewater connection fees. Served as financial advisor assisting the City on securing roughly $130 million of low -interest rate financing through two WIFIA loans and a Clean Water State Revolving Fund loan. • Monterey One Water: Developed a long-term financial plan, sewer rate study, capacity charge study, and update of miscellaneous fees.
• Arvin-Edison Water Storage District: Developed financial plan to support $60 million of projects to address Sustainable Groundwater Management Act (SGMA) compliance. Served as financial advisor on 5 private placement bank loans generating over $70 million for capital improvements, the District’s buyout of USBR water supply facilities, and various debt refinancings to achieve savings. • City of San Carlos: Developed a sewer enterprise financial plan and rate study designed to support sewer collection system capacity improvements, long -term pipeline replacements, and over $120 million for the City’s share of costs for rebuilding the regional wastewater treat ment plant.

Evaluated residential rate structure alternatives. Updated the sewer capacity charges levied on new development. Developed solid waste rate recommendations to support increased funding requirements and improve rate equity between customer classes and cart sizes. • City of North Miami Beach: Developed water and sewer financial plans and rate studies designed to support each utility’s updated capital improvement programs and a substantial increase in costs for wastewater treatment provided by Miami-Dade County. • South Tahoe Public Utility District: Serves as independent financial advisor on competitive and negotiated bonds sales and 5 competitively bid private placements generating over $50 million to fund water and sewer capital improvements and refinance outstanding debt to achieve savings. • Joshua Basin Water District: Developed long-term financial plans and water rate studies supporting increased capital needs and imported water supply water coupled with rate structure modifications to provide additional conservation incentive. Worked with a Citizens Advisory Council t o evaluate alternatives and develop final recommendations.
• City of Burlingame: Developed 10-year water and sewer enterprise financial projections and rate studies. Developed new water and sewer capacity charges levied on new development. • City of Santa Paula: Developed a wastewater financial plan to fund construction and operations of an Advanced Water Treatment Facility and assisted City with securing a $20 million low -interest- rate State Revolving Fund Loan.

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Cities of Fairfield and Vacaville – Financial Support Proposal

DANIELLE COMPTON, MBA
Financial Analyst
Danielle Compton is a financial analyst with Bartle Wells Associates. She works closely with agency staff, engineers, lawyers, and other consultants to develop long-range financial plans, cost analyses and utility rate structures.

Education
B.S., Human Dimensions of Natural Resources – Colorado State University, Fort Collins M.B.A., Project Management – Colorado State University, Aurora Representative Projects
 City of Patterson, CA: Supported solid waste rate study by analyzing cost of service, evaluating rate structures, and contributing to development of rate recommendations.  Patterson Irrigation District, CA: Assisted in development of long-term financial plan and fee study, including revenue forecasting and financial modeling.
 City of Castle Pines North Metro District, CO: Supported water and wastewater rate studies through data analysis, financial projections, and preparation of client deliverables.  Nevada Irrigation District, CA: Contributed to water rate study by analyzing operational and capital costs and supporting rate design.
 Grayson Community Services District, CA: Provided analytical support for sewer rate study, including data validation and cost allocation analysis.
 Sonoma Water, CA: Assisted with customer Equivalent Single -Family Dwellings (ESD) update and sewer rate study through financial analysis and reporting support.  City of Arcata, CA: Supported water and wastewater financial planning and rate studies, including revenue requirement analysis and model development.
 City of Santa Cruz, CA: Contributed to water rate and capacity fee study, supporting fee calculations and long-term financial planning.

Public Agency Experience
Denver Water, Denver, CO:

Source of Supply, Facility Operator - Danielle is a consultant with a background in water utility operations, financial analysis, and public sector services. Prior to joining Bartle Wells, she worked in Source of Supply at Denver Water, where she gained a strong understanding of the operational and back-end workings of a large municipal water system. She supported the monitoring and operation of water supply and conveyance infrastructure to ensure reliable service delivery and regulatory compliance.

Danielle also has experience in public -facing roles in recreation, where she developed strong communication and customer service skills. In addition, she worked for Colorado Parks and Wildlife , where she performed accounting functions for Roxborough State Park, supporting financial tracking and day-to-day operations. This combination of operational, financial, and public sector experience informs her work supporting water, wastewater, and solid waste utility clients.

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Cities of Fairfield and Vacaville – Financial Support Proposal

SCOPE OF SERVICES
This section presents a draft scope of services that we believe provides a sound basis for completing this assignment. BWA will provide financial planning and financing support services for the Cities of Vacaville and Fairfield in support of the North Bay Regional Water Treatment Plant (NBRWTP) Expansion Project.

Bartle Wells Associates can work with the Cities to finalize a scope of services that meets their objectives and scheduling needs.

Task 1. Financial Plan for the City of Vacaville
BWA will develop a long -term financial model for the City of Vacaville's water enterprise. The financial plan will serve as a decision-support tool to evaluate the impacts of the NBRWTP expansion on the City's finances and to support the City's capital financing efforts. Key elements include:
• Data collection and coordination with City staff to confirm project assumptions, the cost-sharing structure under the Joint Powers Agreement (JPA), and key financial inputs • Develop long -range revenue, expenditure, and cash flow projections incorporating operating costs, capital improvement needs, and reserve targets
• Initial e valuation of the impact of the NBRWTP expansion on rates, reserves, and long- term financial sustainability
• Initial review of capacity charge revenues and their role in funding the project.

Deliverables include:
• Excel-based financial planning model
• Memo summarizing assumptions and the projected financial position Task 2. Financing Support and Analysis
BWA will use the financial model developed in Task 1 for Vacaville and the water enterprise financial plan already developed for the City of Fairfield as part of BWA’s 2024 -2025 water rate study, to provide ongoing financing support and analysis to both agencies for the NBRWRP Expansion. This task is organized into three sub-tasks:

• Sub-Task 2a - City of Vacaville: BWA can use the model developed in Task 1 to evaluate alternative financing assumptions including project timing, and funding source combinations . Possible funding sources includ e State Revolving Fund (SRF) loans, WIFIA, grants, I -bank, bonds, bank loans, etc. BWA can also use the model to perform sensitivity analysis on variables including project cost and interest rates. BWA analysis will includ e reviewing impacts on rate revenue requirements, reserves, liquidity metrics and utilization of capacity/connection charges. BWA can also provide advice on the timing and size of funding sources, respond to requests from lenders, and ratings agencies, and other tasks as requested.
o Deliverables can include:
 Report/Technical Memo(s) describing analysis and results.  Presentation(s) describing analysis and results.

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Cities of Fairfield and Vacaville – Financial Support Proposal

• Sub-Task 2b - City of Fairfield: BWA can use the financial plan it built for Fairfield as part of the 2024-2025 rate study, to perform the tasks described in Sub-Task 2a for the City of Fairfield. • Sub-Task 2c - Joint Financing Coordination: As requested, BWA will s upport both agencies in evaluating and coordinating financing options, including financing options , reimbursement structures, and other interagency financial arrangements as needed. BWA can also assist in coordinating between the two agencies , responding to requests from lenders and ratings agencies, and other items as requested . The scope of coordination support may expand as the financing process develops and additional needs are identified.

PROJECT BUDGET
Provided below is a draft breakdown of our budget by task. We remain available to work with the Cit ies to refine the scope and budget to meet objectives and expectations. The total fee is provided on a not-to- exceed basis and includes all labor and direct costs necessary to complete the work.

PROJECT TASK TOTAL COST
TASK 1. FINANCIAL PLAN FOR THE CITY OF VACAVILLE Not-to-exceed $30,000

1. Data collection and coordination with C ity staff (JPA cost-sharing, key inputs)

2. Develop 10-year revenue, expenditure, and cash flow projections

3. Evaluate NBRWTP impact on rates, reserves, and long-term sustainability

4. Assess capacity charge revenues and role in funding the project

5. Excel-based financial planning model

6. Memo summarizing assumptions and the projected financial position TASK 2. FINANCING SUPPORT AND ANALYSIS Initial not-to-exceed of $30,000 Sub-Task 2a — City of Vacaville

1. Evaluate sufficiency of current revenues, impact on reserves, and impact on future rates on funding the project

2. Evaluate utilization of capacity charges in funding the project

3. Advise on timing and size of funding source utilization (SRF, WIFIA, grants, IBank, bonds, etc.)

4. Respond to lender and agency requests on behalf of Vacaville as needed when seeking project financing

5. Scenario analysis (SRF, WIFIA, Ibank, grants, bonds; timing & funding mix) on financing the project

6. Additional services as requested
Sub-Task 2b — City of Fairfield

1. Leverage BWA's existing Fairfield pro forma to evaluate financing outcomes to support the plant expansion

2. Evaluate sufficiency of revenues, capacity/connection fees, reserve impacts, and future rate implications

3. Respond to lender and agency requests on behalf of Fairfield as needed when seeking project financing

4. Advise on timing and size of funding source utilization (SRF, WIFIA, grants, IBank, bonds, etc.)

5. Scenario analysis (SRF, WIFIA, Ibank, grants, bonds; timing & funding mix) on financing the project

6. Additional services as requested
Sub-Task 2c — Joint Financing Coordination

1. Evaluate combined versus separate debt issuances and reimbursement structures

2. Assist in coordinating interagency financial arrangements between Vacaville and Fairfield

3. Respond to requests from lenders, ratings agencies, and state and federal financing programs

4. Additional services as requested

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Cities of Fairfield and Vacaville – Financial Support Proposal

PROJECT SCHEDULE
BWA will work with the Cities to determine the project schedule. Task 1 typically takes between three and six months to complete.

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Cities of Fairfield and Vacaville – Financial Support Proposal

AVAILABILITY AND FEES

1. Bartle Wells Associates is prepared to begin work upon authorization to proceed.

2. During the project development period, Bartle Wells Associates will be available at all reasonable times and at reasonable notice for meetings and for consultation with staff, attorneys, consulting engineers, and others, as necessary.

3. Bartle Wells Associates will perform all work related to this assignment. Erik Helgeson, a firm principal and president, will be assigned as project manager on this assignment . He will serve as the lead contact person for BWA and will be involved with the project on a day-to-day basis. Erik will be assisted by Alex Handlers, a BWA principal consultant , and Danielle Compton , a BWA financial analyst. This project team may be assisted by other BWA staff as needed.

4. BWA recommends an initial not to exceed amount of $60,000 for Task 1 as outlined in this proposal and Task 2 services as requested. This is based on the following assumptions:
a. All necessary information will be provided by the Agency in a timely manner. b. The on-call services agreement will extend through June 30, 2027.

5. Progress payments and direct expenses are payable monthly on a time and materials basis as the work proceeds as provided in our Billing Rate Schedule 2026, which will remain in effect through the duration of this assignment.

6. Bartle Wells Associates will maintain in force, during the full term of the assignment, insurance as provided in the Certificate of Insurance attached.

7. If the project is terminated for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination.

8. This proposal may be withdrawn or amended if not accepted within 90 days of its date.

9. We will not require a formal contract of employment and will consider a letter or e -mail from an appropriate official as sufficient authority to proceed.

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Cities of Fairfield and Vacaville – Financial Support Proposal

BARTLE WELLS ASSOCIATES
BILLING RATE SCHEDULE 2026
Rates Effective 1/1/2026

Professional Services
Financial Analyst I .......................................................................................... $135 per hour Financial Analyst II ......................................................................................... $155 per hour Associate Consultant ...................................................................................... $175 per hour Consultant ..................................................................................................... $200 per hour Senior Consultant ........................................................................................... $225 per hour Project Manager/Technical Expert ................................................................ $260 per hour Principal Consultant ...................................................................................... $290 per hour

The hourly rates for professional services include all overhead and indirect expenses. Bartle Wells Associates does not charge for administrative support services. Expert witness, legal testimony, or other special limited assignments will be billed at one and one-half times the consultant’s hourly rate.

The above rates will remain in effect through duration of the project.

Direct Expenses
Subconsultants will be billed at cost plus ten percent. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost plus ten percent. These reimbursable costs include, but are not limited to:

 Travel, meals, lodging  Automobile mileage
 Printing and photocopying  Messenger services and mailing costs  Special statistical analysis  Graphic design and photography  Outside computer services  Special legal services
 Bond ratings  Legal advertisements

Insurance
Bartle Wells Associates maintains insurance in the amounts and coverage as provided in the attached schedule of insurance. Additional or special insurance, licensing, or permit requirements beyond what is shown on the schedule of insurance are billed in addition to the contract amount.

Payment
Fees are typically billed monthly or bi -monthly on a time and materials basis as work proceeds.

Invoices are due and payable within 30 days of the date of the invoice. A late charge of 1.0 percent per month may be applied to balances unpaid after 60 days.

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Cities of Fairfield and Vacaville – Financial Support Proposal

MUNICIPAL ADVISOR DISCLOSURES

This section provides certain disclosures required by the Municipal Securities Rulemaking Board (MSRB) regarding our duties as a Municipal Advisor to the extent any such duties apply to this assignment.  Bartle Wells Associates will provide advice and conduct activities with a “duty of care” and a “fiduciary duty” to the agencies we serve. Throughout the engagement, BWA will act in our client agency’s best interests and will provide independent, objective analysis and advice to help secure financing on the most favorable terms . Our role and responsibilities during this engagement will continue through the completion of the project.
 Bartle Wells Associates is a registered Municipal Advisor with the Securities and Exchange Commission (SEC Registration No. 867 -00740) and the Municipal Securities Rulemaking Board (MSRB ID K0414).
 Bartle Wells Associates has never been cited for any legal or disciplinary action regarding municipal advisory activities.
 Bartle Wells Associates has not and will not receive any compensation from any third party seeking to provide services, municipal securities transactions, or municipal financial products related to this transaction. BWA or any of its employees will not eng age in any activities that would produce a direct or indirect financial gain for the firm other than compens ation for our services identified in this proposal.
 Bartle Wells Associates is not aware of any conflicts of interest that would affect our ability to provide independent and objective advice and Municipal Advisory services in a manner consistent with the requirements of MSRB Rule G-42.

The website address for the Municipal Securities Rulemaking Board (MSRB) is www.MSRB.org.

The MSRB’s website provides a municipal advisory client brochure that describes the protections that may be provided by the MSRB rules and how to file a complaint with an appropriate regulatory authority. The municipal advisory client brochure is accessible via a link on www.MSRB.org or can be downloaded from https://www.msrb.org/sites/default/files/MSRB-MA-Clients-Brochure.pdf

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Cities of Fairfield and Vacaville – Financial Support Proposal

INSURANCE

4 Revised 1/09/2025
EXHIBIT “B”

PAYMENT

1) The total contract price for services rendered by CONSULTANT under this Agreement shall be based on the CONSULTANT’s currently hourly rates, attached with Exhibit “A”. Billing shall include the number of hours expended by each of the CONSULTANT’s employees, plus reimbursables such as postage, delivery, reproduction, etc. Reimbursables shall be itemized on the billings. Total payment for consulting services shall not exceed $60,000.
2) Payment shall be made to CONSULTANT on a time and materials basis, and CONSULTANT shall submit monthly invoices to the CITY , Public Works Department, Attention: [email protected]. 3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually agreed to in writing by the CITY and CONSULTANT, and shall be billed on a time and materials basis to the CITY, Public Works Department, Attention: David Vong.

5 Revised 1/09/2025
EXHIBIT “C”

GENERAL PROVISIONS
1) INDEPENDENT CONSULTANT. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT's services rendered pursuant t o this Agreement; however, CITY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONSULTANT represents and warrants to CITY that CONSULTANT has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONSULTANT to practice CONSULTANT's profession. CONSULTANT represents and warrants to CITY that CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONSULTANT to practice his profession.
3) TIME. CONSULTANT shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONSULTANT's obligations pursuant to this Agreement. CONSULTANT shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONSULTANT NOT AN AGENT. Except as CITY may specify in writing, CONSULTANT shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.

CONSULTANT shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.
6) PERSONNEL. CONSULTANT shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONS ULTANT to perform services pursuant to this Agreement, CONSULTANT shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. 7) STANDARD OF PERFORMANCE. CONSULTANT shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged in the geographical area in which CONSULTANT practices his profession. All products which CONSULTANT delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONSULTANT's profession. CITY shall be the sole judge as to whether the product of the CONSULTANT is satisfactory.
8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONSULTANT. CONSULTANT is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice

6 Revised 1/09/2025
to cease work on the project. CONSULTANT shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY. 9) PRODUCTS OF CONSULTING. All products of the CONSULTANT provided under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS.
a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and CONSULTANT is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY and its elected officials, officers, agents, employees and designated volunteers (collectively “CITY Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s duty to defend shall consist of reimbursement of defense costs incurred by CITY in direct proportion to the CONSULTANT’s proportionate percentage of fault. CONSULTANT’s percentage of fault shall be determined, as applicable, by a court of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the CONSULTANT’s percentage of fault, the parties agree to mediation with a third party neutral to determine the CONSULTANT’s proportionate percentage of fault for purposes of dete rmining the amount of indemnity and defense cost reimbursement owed to the CITY.
b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or CONSULTANT is not a design professional as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, CONSULTANT shall indemnify, defend, and hold harmless the CITY Indemnitees from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra- hazardous activities, activities giving rise to strict liability, or defects in design by CONSULTANT or any person directly or indirectly employed by or acting as agent for CONSULTANT in the pe rformance of this Agreement, including the concurrent or successive passive negligence of the CITY Indemnitees.

It is understood that the duty of CONSULTANT to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONSULTANT from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

CONSULTANT’S responsibility for such defense and indemnity shall survive termination or completion of this agreement for the full period of time allowed by law. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.

7 Revised 1/09/2025
12) LOCAL EMPLOYMENT POLICY . The CITY desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County.

The CITY encourages an active affirmative action program on the part of its contractors, consultants, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.

As a way of responding to the provisions of the Davis -Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin. 13) CONSULTANT NOT A PUBLIC OFFICIAL. CONSULTANT is not a "public official" for purposes of Government Code §§ 87200 et seq. CONSULTANT conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CI TY official, other than normal contract monitoring. In addition, CONSULTANT possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel. 14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS . When the CITY executes an agreement for or makes payment to CONSULTANT in the amount of $600 (six hundred dollars) or more in any one calendar year, CONSULTANT shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONSULTANT is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non -profit corporation or other form of organization.
b) If CONSULTANT is doing business as a sole proprietorship, CONSULTANT shall provide the full name, address and social security number of the sole proprietor. c) If CONSULTANT is doing business as other than a sole proprietorship, CONSULTANT shall provide CONSULTANT’S federal tax identification number.

8 Revised 1/09/2025
EXHIBIT “D”

INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form wit h a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.

Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.

Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________.

3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers X

9 Revised 1/09/2025
liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises o wned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.

Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.

VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB-CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.

Agenda Item No: K.3

AGENDA REPORT
DATE: August 4, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-170 PW Fiscal Year 2026-2027 Budget Adjustment for the Smith Ranch Assessment District Phase Two Improvement Fund

Authorizing an Update to the Fiscal Year 2026-2027 Smith Ranch Assessment District Phase Two Improvement Fund Budget for Rancho Solano Raw Water Pump Deferred Maintenance

Funding Source: $369,439; Smith Ranch Phase Two Improvement Fund

Contact: Ryan Panganiban, (707) 428-7017

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Public Works Department is requesting an update to the fiscal year (FY) 202 6-2027 Smith Ranch Assessment District (District) Phase Two Improvement Fund (Improvement Fund) budget increasing appropriations by $369,439 for Rancho Solano Raw Water Pump deferred maintenance.

DISCUSSION
The District was formed in 1986 to fund the acquisition, construction, and ongoing maintenance of public infrastructure and improvements in the Rancho Solano subdivision including but not limited to access ways for public utilities, water systems, storm drainage facilities, sanitary sewer systems, and streetlight facilities.

In 1988, the City Council adopted Resolution No. 88-200 and Resolution No. 88-201, authorizing the issuance and award of bonds in the amount of $6,773,000 for the improvements described in the District’s Resolution of Intention No. 86 -291. As required by Resolution No. 88 -200, all bond proceeds were deposited into the Improvement Fund, which has a remaining balance of $369,439.

The Department has identified deferred maintenance of the Rancho Solano Raw Water Pump Station as an eligible use of Improvement Fund balance. The scope of deferred maintenance includes rebuilding three existing pumps with slow start drives, replacing and upsizing one pump, replacing electrical components , and r ebuilding existing electrical switch gear. The cost of the Deferred Maintenance is estimated to be up to the total remaining balance. All unused funds will remain in the Improvement Fund and will be used to cover the cost of other eligible described in Resolution No. 86-291.

The adoption of this resolution will authorize an update to the FY 2026-2027 Improvement Fund budget increasing appropriations by $ 369,439 which will be financed using the Improvement Fund balance, to cover the cost of the deferred maintenance.

FINANCIAL IMPACT
The total authorization is for a one -time budget adjustment of $369,439 from fund balance to increase appropriations in the FY 2026-2027 Smith Ranch Phase Two Improvement Fund (Fund 362) budget.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to approve the budget adjustment or direct staff to return with more information.

COORDINATED WITH
Finance Department

STAFF CONTACT
Chris Lewis, Sr. Management Analyst
(707) 428-7089
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution

CITY OF FAIRFIELD

RESOLUTION NO. 2026-170

AUTHORIZING AN UPDATE TO THE FISCAL YEAR 2026-2027 SMITH RANCH ASSESSMENT

DISTRICT PHASE TWO IMPROVEMENT FUND BUDGET FOR RANCHO SOLANO RAW WATER

PUMP DEFERRED MAINTENANCE

WHEREAS, the Smith Ranch Assessment District (District) was established in 1986 to fund the acquisition, construction, and ongoing maintenance of public infrastructure and improvements in the Rancho Solano subdivision including but not limited to access ways for public utilities, water systems, storm drainage facilities, sanitary sewer systems, and streetlight facilities; and

WHEREAS, the Council adopted Resolution Nos. 88-200 and 88-201 authorizing the issuance and award of bonds in the amount of $6,773,000 for the improvements d escribed in the District’s Resolution of Intention No. 86-291; and

WHEREAS, all bond proceeds were deposited into the Smith Ranch Assessment District Phase Two Improvement Fund, which has a remaining balance of $369,439; and

WHEREAS, Public Works has identified Rancho Solano Raw Water Pump Station deferred maintenance as an eligible use of Improvement Fund balance; and

WHEREAS, the scope of the deferred maintenance includes rebuilding three existing pumps with slow start drives, replacing and upsizing one pump, replacing electrical components, and rebuilding existing electrical switchgear; and

WHEREAS, the cost for the required deferred maintenance was not included in the fiscal year (FY) 2026-2027 Improvement Fund budget; and

WHEREAS, a budget adjustment of $369,439 from the Improvement Fund ’s available fund balance to increase appropriations is required to cover the cost of the maintenance; and

WHEREAS, the Improvement Fund’s available fund balance as of June 30, 2026, is $369,439; and

WHEREAS, the revised appropriation constitutes an update to the FY 2026 -2027 budget approved pursuant to Resolution 2026-114.

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

Section 1. The council hereby approves a one -time budget adjustment of $369,439 from the Smith Ranch Assessment District Phase Two Improvement Fund balance to its operating budget (Fund 362).

RES. NO. 2026-170

Section 2. The council hereby approves an increase in appropriations of $369,439 to the FY 2026- 2027 Smith Ranch Assessment District Phase Two Improvement Fund (Fund 362) operating budget.

PASSED AND ADOPTED this 4th day of August 2026, by the following vote:

AYES: MEMBERS: VACARRO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.4

AGENDA REPORT
DATE: August 4, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026-171 PW Fiscal Year 2026-2027 Budget Adjustment for the Storm Drains Maintenance Fund and Additional Contribution to the Vehicle Replacement Fund

Authorizing an Update to the Fiscal Year 2026-2027 Local Drainage Maintenance District Budget and an Additional Fiscal Year 2026 -2027 Contribution from the Local Drainage Maintenance District Fund to the Vehicle Replacement Fun d for the Purchase of a Vac-Con Vacuum Truck for the Storm Drains Program

Funding Source: $28,411; Local Drainage Maintenance District

Contact: Daniel Camara, (707) 428-7052

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
The Public Works Department is requesting an update to the fiscal year (FY) 2026 -2027 Local Drainage Maintenance District budget increasing appropriations by $28,411 and authorizing a n additional FY 2026-2027 contribution of $28,411 from the Local Drainage Maintenance District Fund to the Vehicle Replacement Fund for the purchase of a Vac-Con Vacuum Truck for the Storm Drains Program.

DISCUSSION
On March 1, 1988, the City Council adopted Resolution No. 88-55 and entered into an agreement with the Fairfield-Suisun Sewer District and the City of Suisun for the maintenance of local storm drainage facilities.

The department manages the local Storm Drains Maintenance Program (Program) and coordinates various maintenance activities to prevent flooding and reduce pollution in the storm drainage system including routine clearing of debris from drain inlets, maintenance of municipal

pump stations, safeguarding sensitive ecological zones, and repairing critical infrastructure. The work requires a Vac-Con Vacuum Truck (Vac-Con) which is a heavy-duty machine that uses high- pressure water jetting and powerful suction to clear storm drains and catch basins of debris, silt, leaves, and trash.

New Vac-Cons can cost up to $750,000 and is not an attainable expense for the Program, which is currently subsidized by the General Fund for approximately $1 million. As a cost saving measure, the Program typically purchases used second-life Vac -Cons from other City departments or programs every four to eight years. The most recent purchase was made in 2022 for a 2013 Vac-Con, Unit No. 13302, from the Public Works Sewer Program for $25,000.

The current 2013 Vac-Con is at the end of its second life, and the Program requires a replacement.

The Council authorized the purchase of a replacement Vac-Con, estimated at $26,922, during the regular FY 2025-2026 budget approval process.

The Public Works Sewer Maintenance Program has a 2017 Vac-Con, Unit No. 17311, available for purchase at the fair auction value of $55,333. The Program currently only has $26,922 available in the Vehicle Replacement Fund for the replacement purchase, which is $28,411 less than the fair auction value.

The adoption of this resolution will authorize an update to the FY 2026 -2027 Local Drainage Maintenance District budget increasing appropriations by $28,411 and authorizing an additional FY 2026-2027 contribution of $28,411 from the Local Drainage Maintenance District Fund to the Vehicle Replacement Fund for the purchase of a 2017 Vac-Con for the Program.

FINANCIAL IMPACT
Total authorization is for a one-time budget adjustment of $28,411 increasing appropriations in the Local Drainage Maintenance District Fund (Fund 179) and authorizing an additional FY 2026- 2027 contribution of $28,411 from the Local Drainage Maintenance District Fund (Fund 179) to the Vehicle Replacement Fund (Fund 512).

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The council may choose not to approve the budget adjustment, approve with modifications, or direct staff to return with more information.

COORDINATED WITH
Finance Department

STAFF CONTACT
Chris Lewis, Sr. Management Analyst
(707) 428-7089
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution

CITY OF FAIRFIELD

RESOLUTION NO. 2026-171

AUTHORIZING AN UPDATE TO THE FISCAL YEAR 2026-2027 LOCAL DRAINAGE MAINTENANCE DISTRICT BUDGET AND AN ADDITIONAL FISCAL YEAR 2026-2027 CONTRIBUTION FROM THE

LOCAL DRAINAGE MAINTENANCE DISTRICT FUND TO THE VEHICLE REPLACEMENT FUND FOR

THE PURCHASE OF A VAC-CON VACUUM TRUCK FOR THE STORM DRAINS PROGRAM

WHEREAS, On March 1, 1988, the City adopted Resolution No. 88 -55 and entered into an agreement with the Fairfield-Suisun Sewer District and the City of Suisun for the maintenance of local storm drainage facilities; and

WHEREAS, the Public Works Department manages the local Storm Drains Maintenance Program (Program) and coordinates various maintenance activities to prevent flooding and reduce pollution in the storm drainage system including routine clearing of debris from drain inlets, maintenance of municipal pump stations, safeguarding sensitive ecological zones, and repairing critical infrastructure; and

WHEREAS, the work requires a Vac-Con Vacuum Truck (Vac-Con) which is a heavy-duty machine that uses high-pressure water jetting and powerful suction to clear storm drains and catch basins of debris, silt, leaves, and trash; and

WHEREAS, the Program typically purchases used second -life Vac -Cons from other City departments or programs every four to eight years; and

WHEREAS, the Program’s current 2013 Vac-Con, Unit 13302, is at the end of its second life and the Program requires a replacement; and

WHEREAS, the Public Works Sewer Maintenance Program has a 2017 Vac-Con, Unit No. 17311, available for purchase at the fair auction value of $55,333; and

WHEREAS, the Program currently only has $26,922 available in the Vehicle Replacement Fund for the replacement purchase and requires a $28,411 budget adjustment and increase in appropriations, and authorization to increase its Vehicle Replacement Fund contribution to make the purchase; and

WHEREAS, the revised appropriation constitutes an update to the fiscal year ( FY) 2026-2027 budget approved pursuant to Resolution 2026-114.

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

Section 1. The council hereby approves a one -time budget adjustment of $28,411 in FY 2026- 2027 Local Drainage Maintenance District Fund operating budget (Fund 179).

RES. NO. 2026-171

Section 2. The council hereby approves an increase in appropriations of $28,411 to the FY 2026- 2027 Local Drainage Maintenance District Fund (Fund 179) operating budget.

Section 3. The council hereby approves an additional FY 2026-2027 contribution of $28,411 from the Local Drainage Maintenance District Fund (Fund 179) operating budget to the Vehicle Replacement Fund (Fund 512).

Section 4. The revised appropriation constitutes an update to the FY 202 6-2027 budget approved pursuant to Resolution No. 2026-116.

PASSED AND ADOPTED this 4th day of August 2026, by the following vote:

AYES: MEMBERS: VACARRO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

Agenda Item No: K.5

AGENDA REPORT
DATE: August 4, 2026

TO: Mayor and Council

FROM: David Gassaway, City Manager

SUBJECT: Resolution 2026 -172 HD Second Amendment to the Development Loan Agreement with 212 E. Tabor Fairfield EAH, LLC and Amending Home and Local Housing Trust Fund Allocations for the Tabor Commons Affordable Housing Project

Approving the Second Amendment of the Development Loan Agreement with 212 E . Tabor Fairfield EAH, LLC, Increasing Affordable Housing Fee Credits by $800,000, and Amending Home the Local Housing Trust Fund Allocations for the Tabor Commons Affordable Housing Project

Funding Source: $800,000 Affordable Housing Fee Bank Credits

Contact: LaTanya Terrones, (707) 428-7454

RECOMMENDED ACTION
Adopt resolution.

STATEMENT OF ISSUE
Adopt a resolution authorizing the City Manager, or designee, to execute the Second Amendment to the Development Loan Agreement (DLA) with 212 E. Tabor Fairfield EAH, LLC for the development of Tabor Commons, a 67-unit affordable housing development located at 212 E.

Tabor Avenue.

The Amendment:
 Increases the project's affordable housing fee bank credits by $800,000 (from $1,000,000 to $1,800,000); and
 Revises the City's existing $2,000,000 loan commitment by increasing the HOME allocation from $850,000 to $957,500 and decreasing the Local Housing Trust Fund allocation from $1,150,000 to $1,042,500.

The amendment does not increase the City's loan commitment. It only adjusts the funding sources within the previously approved $2,000,000 commitment.

DISCUSSION
Developer Background and Experience
EAH Housing is a nonprofit corporation founded in 1968 and is one of the largest and most respected nonprofit affordable housing development and management organizations in the Western United States. EAH Housing develops and manages affordable housing throughout California and Hawaii and is actively engaged in local, regional, and national housing advocacy efforts.

EAH Housing currently manages over 222 prop erties and 13,000 units across 87 municipalities, serving more than 25,000 residents, including seniors, families, students, people with disabilities, the frail elderly, and individuals experiencing homelessness. The organization has successfully developed over 106 affordable housing properties, demonstrating its capacity to develop and operate high -quality affordable housing for extremely low -, very low -, and low -income households.

Project Description
EAH Housing proposes developing Tabor Commons, a 67 -unit affordable multifamily housing community consisting of 66 affordable rental units and one unrestricted manager's unit at 212 E.

Tabor Avenue. The development will include community space, resident amenities, and long - term affordability restrictions to provide quality housing for lower-income households.

Financing Need and Request
The Developer has submitted an updated project pro forma demonstrating that additional local financial support is necessary to strengthen its application for State funding.

Although the project has secured most of the financing needed to move forward, additional local commitments are necessary to complete the state funding commitments for California's Multifamily Housing Program (MHP) and the Tax Credit Allocation Committee ( TCAC)/California Debt Limit Allocation Committee (CDLAC) financing programs.

The requested amendment would:
 Increase affordable housing fee bank credits from $1,000,000 to $1,800,000;  Increase the HOME Program commitment from $850,000 to $957,500; and  Reduce the Local Housing Trust Fund commitment from $1,150,000 to $1,042,500.

The HOME and Housing Trust Fund adjustments do not increase the City's overall loan commitment. The City's total financial commitment remains $2,000,000.

Approval of the additional fee bank credits will help secure the gap financing the project needs to finalize state funding.

If awarded State financing, construction is anticipated to begin in 2027, consistent with TCAC's 180-day readiness requirement.

City Financial Commitments and Leveraging Strategy
Approval of the amendment would confirm the City's financial participation in the project as follows:
 Local Housing Trust Fund Loan: $1,042,500
 HOME Program Funds: $957,500
 Affordable Housing Fee Bank Credits: Up to $1,800,000  Affordable Housing Fee Deferrals: Up to $1,500,000
 Community Development Block Grant Funds (Land Acquisition): $636,083 (previously approved and disbursed)
 Project-Based Housing Choice Vouchers: 25 vouchers ( Previously approved)

These local commitments strengthen the Developer's ability to leverage State and federal financing necessary to construct the project.

FINANCIAL IMPACT
Approval of the Second Amendment will have no impact on the City's General Fund. The amendment:
 Commits an additional $800,000 in affordable housing fee bank credits;  Increases the HOME Program allocation from $850,000 to $957,500; and  Decreases the Local Housing Trust Fund allocation from $1,150,000 to $1,042,500.

The HOME and Local Housing Trust Fund adjustments do not increase the City's overall loan commitment, which remains $2,000,000.

PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A

ALTERNATIVE ACTION
The City Council may choose not to approve the amendment. However, this choice would prevent the City from reaching the requisite affordable housing goals and mandates identified in its City of Fairfield Housing Element.

COORDINATED WITH
City Attorney’s Office

STAFF CONTACT
LaTanya Terrones, Sr. Project Manager
(707) 428-7454
[email protected]

ATTACHMENTS
Attachment 2: Proposed Resolution
Attachment 3: Amended Developer Loan Agreement

CITY OF FAIRFIELD

RESOLUTION NO. 2026-172

APPROVING THE SECOND AMENDMENT TO THE DEVELOPMENT LOAN AGREEMENT WITH 212 E. TABOR FAIRFIELD EAH, LLC, INCREASING AFFORDABLE HOUSING FEE CREDITS BY $800,000,

AND AMENDING HOME AND LOCAL HOUSING TRUST FUND ALLOCATIONS FOR THE TABOR

COMMONS AFFORDABLE HOUSING PROJECT

WHEREAS, the City of Fairfield (City) is committed to increasing the supply of affordable housing and implementing the goals and policies of the City's Housing Element; and

WHEREAS, 212 E. Tabor Fairfield EAH, LLC (Developer), an affiliate of EAH Housing, proposes to develop Tabor Commons, a 67-unit affordable multifamily housing development consisting of 66 affordable rental units and one unrestricted manager's unit located at 212 E . Tabor Avenue in Fairfield, California; and

WHEREAS, on May 5, 2026, the City Council approved the first amendment to the Development Loan Agreement providing financial assistance for the Tabor Commons project, including a total loan commitment of $2,000,000, comprised of HOME Investment Partnerships Program (HOME) funds and Local Housing Trust Fund (LHTF) funds; and

WHEREAS, the Developer has submitted updated financing information demonstrating that additional local financial commitments are necessary to improve the competitiveness of the Project's applications for State financing, including the California Tax Credit Allocation Committee (TCAC), California Debt Limit Allocation Committee (CDLAC), and the California Department of Housing and Community Development's Multifamily Housing Program (MHP); and

WHEREAS, the Developer has requested that the City amend the Development Loan Agreement to:

1. Increase the HOME Program loan allocation from $850,000 to $957,500;

2. Decrease the Local Housing Trust Fund loan allocation from $1,150,000 to $1,042,500; and

3. Increase affordable housing fee bank credits from $1,000,000 to $1,800,000; and

WHEREAS, the proposed amendment does not increase the City's previously approved loan commitment of $2,000,000, but reallocate s the funding sources supporting that commitment; and

WHEREAS, the City finds that increasing the affordable housing fee bank credits and revising the allocation of existing City loan funds will strengthen the Project's financial feasibility, leverage additional State and federal funding, and advance the City's affordable housing objectives.

RES. NO. 2026-172

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

Section 1. The city manager, or his designee (Authorized Officer) is authorized to set aside and direct an additional $800,000 from the Affordable Housing Fee Credit Bank commitment of up to $1,800,000, subject to the terms and conditions of the Development Loan Agreement and applicable City policies.

Section 2. The City Council approves reallocating the City's existing $2,000,000 loan commitment as follows:
 HOME Program Funds: $957,500
 Local Housing Trust Fund: $1,042,500

Section 3. The city manager, or designee, is authorized to execute the Second Amendment to the Development Loan Agreement and any related agreements, amendments, certificates, or documents necessary to implement the intent of this Resolution.

PASSED AND ADOPTED this 4th day of August 2026, by the following vote:

AYES: MEMBERS: VACCARO/BERTANI/CARR/PANDURO/SANDHU/TONNESEN/WILLIAMS NOES: MEMBERS: _________________________________________________ ABSENT: MEMBERS: _________________________________________________ ABSTAIN: MEMBERS: _________________________________________________

_________________________________________________
MAYOR
ATTEST:
___________________________

CITY CLERK

11245-0001\2653652v5.doc

DEVELOPMENT LOAN AGREEMENT

by and between the

CITY OF FAIRFIELD
and
212 E TABOR FAIRFIELD, L.P.
a California limited partnership

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

TABLE OF CONTENTS
Page
-i-
11245-0001\2653652v5.doc

1. DEFINITIONS .................................................................................................................. 1

1.1 Definitions............................................................................................................. 1

2. CITY LOAN; FEE CREDITS AND DEFERRALS ......................................................... 6

2.1 City Loan; City Deferred Fees; City Fee Credits.................................................. 6

2.2 Opening and Closing of Escrow ........................................................................... 7

2.3 Condition of Title; Title Insurance ....................................................................... 7

2.4 City Conditions to Close of Escrow...................................................................... 8

2.5 Developer Conditions to Close of Escrow ............................................................ 9

2.6 Costs; Escrow Holder Settlement Statement ...................................................... 10

2.7 Environmental Indemnity ................................................................................... 10

2.8 Deposits into Escrow by City ............................................................................. 11

2.9 Deposits into Escrow by Developer .................................................................... 11

2.10 Authorization to Record Documents and Disburse Funds .................................. 11

2.11 Escrow’s Closing Actions ................................................................................... 12

3. DEVELOPMENT COVENANTS .................................................................................. 12

3.1 Environmental Review........................................................................................ 12

3.2 Development of the Project ................................................................................ 13

3.3 City’s Right to Review Plans and Specifications ............................................... 13

3.4 Construction Contract ......................................................................................... 13

3.5 Costs of Entitlement, Development and Construction; Prevailing Wages ................................................................................................ 14

3.6 Rights of Access and Inspection ......................................................................... 14

3.7 Local, State and Federal Laws ............................................................................ 15

3.8 Governmental Permits and Approvals ................................................................ 15

3.9 No Discrimination During Construction ............................................................. 15 Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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3.10 Taxes, Assessments, Encumbrances and Liens .................................................. 15

3.11 No Agency Created ............................................................................................. 15

3.12 Certificate of Completion ................................................................................... 15

3.13 Capital Replacement Reserve ............................................................................. 15

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ............................ 16

4.1 Restrictions on Transfer of Developer’s Rights and
Obligations .......................................................................................................... 16

4.2 Holders of Deeds of Trust ................................................................................... 16

4.3 Rights of Holders ................................................................................................ 16

4.4 Succession of City’s Rights ................................................................................ 17

4.5 Noninterference with Holders ............................................................................. 17

4.6 Right of City to Cure........................................................................................... 17

4.7 Right of City to Satisfy Other Liens ................................................................... 17

5. DEFAULT, REMEDIES AND TERMINATION .......................................................... 18

5.1 Defaults ............................................................................................................... 18

5.2 Remedies ............................................................................................................. 19

5.3 No Personal Liability .......................................................................................... 19

5.4 Rights and Remedies are Cumulative ................................................................. 19

5.5 Inaction Not a Waiver of Default........................................................................ 19

5.6 Force Majeure ..................................................................................................... 19

6. INSURANCE; INDEMNITY ......................................................................................... 20

6.1 Insurance ............................................................................................................. 20

6.2 Indemnity ............................................................................................................ 21

7. REPRESENTATIONS AND WARRANTIES............................................................... 22

7.1 Developer Representations ................................................................................. 22 Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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8. GENERAL PROVISIONS ............................................................................................. 22

8.1 Notices ................................................................................................................ 22

8.2 Construction ........................................................................................................ 23

8.3 Interpretation ....................................................................................................... 23

8.4 Time of the Essence ............................................................................................ 23

8.5 Warranty Against Payment of Consideration for Agreement ............................. 23

8.6 Attorneys’ Fees ................................................................................................... 23

8.7 Entire Agreement ................................................................................................ 23

8.8 Severability ......................................................................................................... 23

8.9 No Third-Party Beneficiaries .............................................................................. 24

8.10 Governing Law; Jurisdiction; Service of Process ............................................... 24

8.11 Survival ............................................................................................................... 24

8.12 City Actions ........................................................................................................ 24

8.13 Counterparts ........................................................................................................ 24

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TABLE OF EXHIBITS
EXHIBIT “A” LEGAL DESCRIPTION OF LAND
EXHIBIT “B” FORM OF CITY LOAN PROMISSORY NOTE
EXHIBIT “C” FORM OF CITY LOAN DEED OF TRUST
EXHIBIT “D” SCHEDULE OF PERFORMANCE
EXHIBIT “E” SCOPE OF DEVELOPMENT
EXHIBIT “F” FORMS OF AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENTS (2)
EXHIBIT “G” FORM OF CERTIFICATE OF COMPLETION
EXHIBIT "H" BASE PROJECT FINANCING SUMMARY
EXHIBIT "I" FORM OF FEE DEFERRAL AGREEMENT

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DEVELOPMENT LOAN AGREEMENT
THIS DEVELOPMENT LOAN AGREEMENT (the “Agreement” or “DLA”) is dated as of _________, 2026 and is entered into by and between the CITY OF FAIRFIELD (the “ City”), and 212 E TABOR FAIRFIELD, L.P., a California limited partnership (“Developer”).

RECITALS
A. Developer owns the land described on Exhibit “A” (the “Property”), having acquired the Property from a private party utilizing Community Development Block Grant (“CDBG”) funds provided by the City of Fairfield.

B. Developer desires to obtain a loan from the Fairfield Housing Trust Fund (“FHTF”) and Fee Credits and Fee Deferrals from the City of Fairfield (“City”) for the purpose of developing a sixty-seven (67) unit apartment complex (the “Project”) on the Property.

A material inducement to the City to enter into this Agreement is the agreement by Developer to develop the Project as provided herein, and not sell or otherwise convey the Project until the Project is complete.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS.

1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below:

1.1.1 “Affiliated Person” means, when used in reference to a specific person, any person that directly or indirectly controls or is controlled by or under common control with the specified person, any person that is an officer or director of, a trustee of, or a general partner, managing member or operator in, the specified person or of which the specified person is an officer, director, trustee, general partner or managing member.

1.1.2 “Agreement” means this Development Loan Agreement.

1.1.3 “Base Project Financing Summary” means the summary of the Project financing showing current estimated total development costs and the City, and other loans, fee credits, fee deferrals and equity sources, attached hereto as Exhibit “H”.

1.1.4 “Building Permit” means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City.

1.1.5 “Capital Replacement Reserve” means a reserve fund to be established by the Developer pursuant to Section 3.12 hereof.

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1.1.6 “Certificate of Completion” means the certificate described in Section 3.11.

1.1.7 “City Manager” means the City Manager of the City of Fairfield.

1.1.8 “Close of Escrow” is defined in Section 2.3.

1.1.9 “Construction Contract” is defined in Section 3.3.

1.1.10 “Debt Service” means required debt service payments under the Senior Project Loan (which will not require payments based on Residual Receipts or any similar concept) and reserve deposits, compliance monitoring fees and any mandatory payments (excluding any payments based on Residual Receipts or any similar concept) required by any Lender with a Permitted Security Instrument.

1.1.11 “Default” is defined in Section 5.1.

1.1.12 “Disapproved Title Exceptions” is defined in Section 2.4.1.

1.1.13 “Escrow” is defined in Section 2.3.

1.1.14 “Escrow Holder” means Old Republic Title Company.

1.1.15 “FIRPTA Affidavit” is defined in Section 2.9.1.3.

1.1.16 “Force Majeure Delay” is defined in Section 5.7.

1.1.17 “General Contractor” is defined in Section 3.3.

1.1.18 “Gross Revenues” means the sum of: the total rental income and all other revenues or income received by the Developer or its successors or assigns in connection with the Project, including without limitation Housing Rent, laundry charges or consideration received from an entity that contracts to provide laundry services, payments in connection with Section 8 certificates, if any (including payments under such certificates that are in excess of the restricted rents provided for herein), cable income or consideration received from an entity that contracts to provide cable services, and each of (i) amounts paid to Developer on account of Operating Expenses for further disbursement by Developer to a third party or parties; (ii) late charges and interest paid on rentals; (iii) rents and receipts from licenses, concessions, vending machines, coin laundry, and similar sources; (iv) other fees, charges, or payments not denominated as rental but payable to Developer in connection with the rental of office, retail, st orage, or other space in the Project; (v) consideration received in whole or in part for the cancellation, modification, extension or renewal of leases; (vi) interest and other investment earnings on security deposits, reserve accounts and other Project accounts to the extent disbursed and not added to the respective account or, in the case of reserve accounts, used to pay for repairs, capital improvements or to fund operating deficits, (vii) grants, but only to the extent they are used to pay Operating Exp enses or Debt Service, and (viii) all other income from the Project, but does not include insurance proceeds applied to reconstruct or repair the Project.

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1.1.19 “Hazardous Materials” means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuan t thereto applicable to the Land, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, e t seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. (“RCRA”) The term Hazardous Materials shall also include any of the following: any and al l toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR. Part 302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liqui ds, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other e quipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Land, to adjacent properties, or to persons on or about the Land, (ii) which causes the Land to be in violation of any of the aforementioned laws or regulati ons, or (iii) the presence of which on or in the Land requires investigation, reporting or remediation under any such laws or regulations.

1.1.20 “Holder” is defined in Section 4.2.

1.1.21 “Housing Rent” means the total of payments by the tenants of the Project for (a) use and occupancy of their rental unit and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits (until they are applied), and (c) a reasonable allowance for utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity and gas, provided that the rent charged as to any afforda ble unit shall not exceed the affordable rent described in the Regulatory Agreements.

1.1.22 “Improvements” means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Land, as described in the Scope of Development.

1.1.23 “Institutional Lender” means any reputable, established and creditworthy bank (State or Federal), savings bank (State or Federal), trust company, insurance company, credit union, pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal or State agency or nonprofit lender regularly making or guaranteeing mortgage Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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loans, investment bank or Fortune 500 company, or any combination of, any one or more of the entities described above.

1.1.24 “Land” means the land described on Exhibit “A” attached hereto.

1.1.25 “Lender” means the holder of any Security Instrument and such holder’s successors and assigns.

1.1.26 “Operating Expenses” means actual, reasonable and customary costs, fees and expenses directly incurred and for which payment has been made and which are attributable to the operation, maintenance, and management of the Project (but not any capital replacement reserves or other reserves, expenditures or capital), including without limitation the following (to the extent actual, reasonable and customary, and attributable to the operation, maintenance or management of the Project): painting, cleaning, repairs and alterations; landscaping; utilities; rubbish removal; sewer charges; real and personal property taxes and assessments; insurance premiums; security; advertising, promotion and publicity; office, janitorial, cleaning and building supplies; actual and customary salary payable to on-site staff which directly and exclusively benefits residents of the Project; reasonable current and accrued partnership and asset management fees, if required by Developer’s partnership agreement, with annual earnings not to exceed $25,000, increased by 3.5% each January 1 st, for the general partner, and with annual
earnings not to exceed $7,500, increased by 3.5% each January 1st, for the duration of the tax credit compliance period, for limited partners; a property management fee (“Management Fee”) to a property manager of not to exceed $62 per unit per month with 3.5% increasing each January 1 st,
plus $9.50 per unit per month for bookkeeping fees; purchase, repairs, servicing and installation of appliances, equipment, fixtures and furnishings; reasonable and customary fees and expenses of accountants, attorneys, consultants and other professional s as incurred commencing after the completion of the Project (as evidenced by the issuance by City of a certificate of occupancy) in connection with the operation of the Project; deposits to reserves from operating cash, as required by the Developer’s part nership agreement or any lender, or as reasonably necessary for the financial sustainability of the Project as determined by the Developer and approved by the City or the lender for the Senior Project Loan (such approval may be provided in the form of an approved annual Project Budget); payments of deductibles in connection with casualty insurance claims not normally paid from reserves; resident services, repayment of advances or loans from the general partner or its affiliates used for fund operating costs/deficits; and payment of any tax credit adjuster payments, repayment of loans from the limited partner and deferred developer fees. The Operating Expenses shall not include non- cash expenses, including without limitation, depreciation.

Operating Expenses shall also exclude all of the following: (i) salaries of employees of Developer or Developer’s general overhead expenses, or expenses, costs and fees paid to an Affiliated Person, except as set forth above; (ii) any amounts paid directly by a tenant of the Project which, if incurred by Developer, would be Operating Expenses; (iii) optional or elective payments with respect to the Senior Project Loan or any other loan; (iv) Debt Service; (v) expenses, expenditures, and charges of any nature whatsoever arising or incurred by Developer prior to completion of the Project, or any portion thereof, including, without limitation, all predevelopment and preconstruction activities conducted by Developer in connection with the Project, including, without limitation, the preparation of all plans and the performance of any tests, studies, investigations or other work, and the construction of the Project and any on site or off site work in connection therewith; (vi) depreciation, amortization, and accrued principal and interest expense Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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on deferred debt; and (vii) any partnership internal fees except as set forth above. The Operating Expenses shall be reported in the Annual Financial Statement and Residual Receipts Report and shall be described in line-item format and detail.

1.1.27 “Party” means any party to this Agreement, and “Parties” means all parties to this Agreement.

1.1.28 “Permitted Exceptions” is defined in Section 2.4.2.

1.1.29 “Permitted Security Instrument” means any Security Instrument (a) that encumbers only the Project; (b) a copy of which, together with the related loan documents, is promptly after execution delivered to the City, (c) that is held by a Lender that is an Institutional Lender or by an affiliate of the Developer, and (d) only secures the repayment of money used to pay or reimburse the Total Development Costs or any Refinancing permitted by this Agreement.

1.1.30 “Plans and Specifications” means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project.

1.1.31 “Project” means the Land and Improvements.

1.1.32 “Project Budget” is defined in Section 2.5.1.

1.1.33 “Purchase Price” is defined in Section 2.1.

1.1.34 “Refinancing” means any loan secured by a Permitted Security Instrument that Developer obtains to pay off all or a portion of an existing loan secured by a Permitted Security Instrument and costs in connection with such a loan.

1.1.35 “Released Parties” is defined in Section 2.8.3.

1.1.36 “Residual Receipts” for a particular Operating Year means Gross Revenues for the corresponding Operating Year less (i) Debt Service payments made during such Operating Year on the Senior Project Loan, or any other mandatory payments or loan fees paid from operating cash flow for other loans secured by a Permitted Security Instrument, in amounts not in excess of the amounts due and payable during such Operating Year ( i.e., not including prepayments); and (ii) Operating Expenses. All calculations of Residual Receipts shall be made annually, on or before July 1 for the preceding Operating Year, the components thereof shall be subject to verification and approval, on an annual basis, based upon conformity with the terms of this Agreement and the City Loan Promissory Note, by the City.

1.1.37 “Schedule of Performance” means the schedule attached hereto as Exhibit “D”.

1.1.38 “Scope of Development” means the description attached hereto as Exhibit “E”.

1.1.39 “Senior Project Loan” means the loan or loans that Developer obtains from an Institutional Lender in an amount that is sufficient to pay and the proceeds of Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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which are to be used and applied solely to pay (a) the reasonable costs of obtaining such loan, and (b) all or a portion of the Total Project Costs. Such loan shall provide for normal and customary disbursement controls for the payment of Total Project Costs as construction of the Project progresses and normal and customary fees and expenses for a loan of similar size and purpose.

Such loan may also provide for a portion of the loan to convert to a permanent loan status following completion of the Project. Any refinancing of a Senior Project Loan that either (i) does not exceed the outstanding principal balance of the loan refinanced plus refinancing loan closing costs or (ii) has Debt Service which does not exceed the Debt Service on the loan being refinanced or (iii) constitutes a “takeout” loan at conversion to the permanent phase, shall also be a Senior Project Loan.

1.1.40 “Title Company” shall mean the Escrow Holder ( i.e., the Title Company and the Escrow Holder are the same).

1.1.41 “Total Project Costs” means all hard and soft costs of the construction of the Project, including land costs and carry costs, as set forth in the Project Budget.

1.1.42 “Transfer” is defined in Section 4.1.

1.1.43 “Transferee” is defined in Section 4.1.

1.1.44 “Withholding Affidavit” is defined in Section 2.9.1.2.

2. CITY LOAN; FEE CREDITS AND DEFERRALS.

2.1 City Loan; City Deferred Fees; City Fee Credits . City shall make a construction loan to Developer in the amount of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (the “City Loan”), which shall be evidenced by the promissory note (“ City Loan Promissory Note”) attached hereto as Exhibit “B”.

The City Loan Promissory Note shall be secured by a deed of trust on the Project in the form attached hereto as Exhibit “C” (“City Loan Deed of Trust”). The City shall reasonably subordinate the City Loan Deed of Trust and the Affordability Restrictions and Regulatory Agreement (Fairfield Housing Funds), but not the Affordability Restrictions and Regulatory Agreement (Density Bonus; Fee Deferral; Fee Credits ), to the deed of trust securing the Senior Project Loan by a reasonable subordination agreement approved by the City Manager . The City loan shall be repaid with Residual Receipts, as described in the City Loan Promissory Note.

On or before July 1 of each calendar year commencing in the first year following receipt of a certificate of occupancy for the Project, Developer shall provide the C ity with an annual Residual Receipts report in form and substance reasonably acceptable to City that include annual financial statements with respect to the Project that have been reviewed by an independent certified public accountant, together with an express written opinion of such independent certified public accountant that such report presents the financial position, results of operations and cash flows of the Project accurately and in accordance with tax accounting principles (“Annual Financial Report”). In the event the Residual Receipts reported or paid deviate by three percent (3%) or more from that amount determined to be owing upon review of Developer’s submittal and Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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an audit (and the City shall have the right to audit), Developer shall reimburse C ity for its cost to review and shall pay the amounts owing.

Subject to the approval of the Director of Community Development of the City of Fairfield, and as a condition to the Close of Escrow (for the benefit of both City and Developer), the City shall provide: (i) an amount not to exceed $1,800,000 of Fee Credits under Section 5.4.4 of the City of Fairfield Municipal Code; and (ii) up to $1,500,000 (as increased by adjustments to the area of the Project/Improvements and by increases in fees enacted after the date hereof) of Fee Deferrals under Section 5.4.3 of the City of Fairfield Municipal Code (“Fee Deferral”). The Fee Deferral shall be evidenced by a Fee Deferral Agreement in the form attached hereto as Exhibit “I”. The Fee Deferral Agreement shall be recorded at the Close of Escrow prior to the deed of trust securing the Senior Project Loan, and shall not be subordinated to the deed of trust securing the Senior Project Loan.

2.2 Opening and Closing of Escrow. Within ten (10) business days after tax credits are awarded, the City and the Developer shall cause an escrow (the “Escrow”) to be opened with Escrow Holder for the closing o f the City Loan and the Senior Project Loan. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the escrow instructions for the Escrow. The C ity and Developer shall provide such additional instructions as shall be necessary and consistent with this Agreement. Provided that each of the conditions to closing described in Section 2.7 have been satisfied, Escrow shall close (the “Close of Escrow”) within seven (7) months after the award of tax credits, but not later than July 30, 2028; provided, however, that if Developer shall not have received an amount of federal tax credits by such fixed date, then the City Manager may extend such date in writing for up to two (2) calendar years. If the Close of Escrow does not occur by such date, as so extended, any party not then in default may terminate this Agreement b y written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer. Developer shall diligently, reasonably, and in good faith apply for federal tax credits at each time application is permitted under applicable law until sufficient federal tax credits are awarded to Developer for the Project.

2.3 Condition of Title; Title Insurance.

2.3.1 Title Exceptions; Survey. Upon CITY’s delivery to Developer of a copy of this Agreement executed by City, Developer shall obtain a preliminary title report for the Property (the “PTR”) from the Title Company and shall deliver it (or cause it to be delivered to) City at [email protected], which shall include hyperlinks to copies of the title exception documents. C ity shall have thirty (30) days after delivery of the PTR to review and approve or disapprove any title exceptions in the PTR, and notify Developer in writing of any such title exceptions to which City objects. If Developer notifies City that Developer will remove (or cause to be removed) one or more of such title exceptions, then Developer shall do so on or before the Close of Escrow (unless this Agreement is terminated by Developer under this Section or Section 2.8.2 below). If Developer fails to so notify City , or declines to remove title exceptions, then City may terminate this Agreement by written notice toDeveloper. As used herein, the term “Disapproved Title Exceptions” shall mean any title exceptions that City has disapproved.

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2.3.2 Title exceptions in the City lender’s title policy may, however, include non-delinquent current real property taxes and assessments not yet due for the tax year during which the conveyance occurs , and that certain Deed of Trust With Assignment of Rents dated June 9, 2020 recorded on October 23, 2020 as Document No. 202000093654 in the Official Records of Solano County, California, as amended, and the deed of trust (as amended) securing the Senior Project Loan.

2.4 City Conditions to Close of Escrow. The obligation of the City to make the City loan and close Escrow shall be subject to the satisfaction (or express written waiver by the City Manager) of each of the following conditions (collectively, the “City Conditions”):

2.4.1 Developer shall have submitted to the City Manager , and the City Manager shall have approved, a comprehensive project budget, showing line items for each type of expenditure and the applicable sources of funds (the “Project Budget”), together with a copy of all commitments obtained by the Developer for construction financing, permanent financing, and other financing from external sources (including but not limited to tax credit equity and deferred Developer fees) to assist in financing the development of the Development, certified by the Developer to be true and correct, and an audited financial statement (or other evidence in a form satisfactory to the City ) demonstrating that the Developer has sufficient additional capital funds (i.e., “equity”) available and is committing such funds (and/or deferring development or other fees) to cover the difference, if any, between costs of development of the Development and the funds available to the Developer to construct the Improvements (the “Project Budget”).

2.4.2 The Developer shall have delivered to the City a copy of the construction loan documents for the Senior Project Loan, financial terms of which must be consistent with the Project Budget.

2.4.3 The Senior Project Loan and all other loans necessary to finance construction of the Improvements shall close prior to or concurrently with the Close of Escrow , and Developer shall have been awarded sufficient tax credits and shall have obtained sufficient commitments for tax credit equity as is necessary for the Project.

2.4.4 The City Manager shall have approved the executed Construction Contract for the Project, as provided in Section 3.3 hereof.

2.4.5 The Developer shall have submitted to the City Manager a description of the legal and ownership structure of the Developer and the City Manager shall have approved such entity and documents.

2.4.6 The City shall have received evidence acceptable to the City Manager that the construction -related insurance required by Section 6.1 of this Agreement shall be in effect.

2.4.7 All conditions to the issuance of the Building Permit shall have been approved/issued and a “permit ready” letter shall have been issued by the City (and any permit fees still payable after any fee credits are applied, shall be paid at or immediately following Close of Escrow).

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2.4.8 The Developer shall have provided evidence to the City that the Developer’s general contractor is experienced, creditworthy and able to construct and complete the Project (pursuant to the Construction Contract) and, unless such bonds are waived ( i.e., and not required) by the lender of the Senior Project Loan, evidence that the obligations of Developer’s general contractor to construct the Project have been bonded, for the express benefit of Developer and Developer’s construction lender. If the bondi ng requirement applies, Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AlA form A311 or A312), issued by a surety admitted to issue insurance in the State of California and otherwise acceptable to the City Manager, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equa l to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular. All of the foregoing shall be satisfactory in form and substance to the City Manager.

2.4.9 Director of Community Development of the City of Fairfield shall have approved an amount not to exceed $1,800,000 of fee credits under Section 5.4.4 of the City of Fairfield Municipal Code.

2.4.10 The Director of Community Development of the City of Fairfield shall have granted the Fee Deferrals to Developer under Section 5.4.3 of the City of Fairfield Municipal Code, and Developer and City will have executed and delivered to escrow the Fee Deferral Agreement.

2.4.11 Developer shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow.

2.4.12 Issuance to City of a lender’s title policy in the amount of the City Loan, insuring that the City Deed of Trust is not subject to any Disapproved Title Exceptions.

2.5 Developer Conditions to Close of Escrow. The obligations of the Developer to close escrow shall be subject to the satisfaction (or waiver by Developer) of the following conditions (the “Developer Conditions”):

2.5.1 There shall have been no change to the physical condition of the Property and no new title exceptions after the date of the PTR that, in either case, would materially and adversely affect the development, use or operation of the Project.

2.5.2 The delivery by City of all documents and funds required to be delivered pursuant to Section 2.9 hereof.

2.5.3 The Title Company shall have committed to issue at the Close of Escrow an ALTA owner’s title insurance policy, with any extended coverage and endorsements requested by Developer, showing fee simple title to the Land vested in Developer (or Developer’s assignee as permitted by this Agreement), subject only to the Permitted Exceptions.

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2.5.4 City shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow.

2.5.5 Director of Community Development of the City of Fairfield shall have approved $1,800,000 of fee credits under Section 5.4.4 of the City of Fairfield Municipal Code.

2.5.6 The Director of Community Development of the City of Fairfield shall have granted Fee Deferrals to Developer under Section 5.4.3 of the City of Fairfield Municipal Code, and Developer and City will have completed, executed and delivered to escrow the Fee Deferral Agreement executed by the City.

2.5.7 City shall have made the City Loan to Developer, or such loan will be made concurrently with the Close of Escrow.

2.5.8 Developer shall have obtained the Senior Project Loan, any other loans necessary to finance the Improvements, and the tax credits for the tax credit equity necessary to pay the costs of the Improvements (after deferral of Developer fees).

2.6 Costs; Escrow Holder Settlement Statement.

2.6.1 Developer shall be solely responsible for all costs and expenses , including escrow fees and title insurance costs.

2.6.2 Escrow Holder is authorized on the Close of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval.

2.7 Environmental Indemnity. From and after the Close of Escrow, Developer shall indemnify, protect , defend and hold harmless the the City and the and City’s officials, officers, attorneys, employees, consultants, agents and representatives, from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to reasonable attorneys’ fees and costs, arising dir ectly or indirectly out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, or for the cost of cleaning up the Land and removing Hazardous Materials or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean-up of any Hazardous Materials caused by or resulting from any H azardous Material, or Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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toxic substances or waste existing on or under, any portion of the Property acquired by Developer or other portion of the Land or Improvements.

2.8 Deposits into Escrow by City.

2.8.1 The City hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow:

2.8.1.1 A Subordination Agreement subordinating the City Deed of Trust and the Affordability Restrictions and Regulatory Agreement (Housing Trust Funds) (but not the Affordability Restrictions and Regulatory Agreement (Density Bonus; Fee Deferral; Fee Credits)) to the Senior Project Loan deed of trust, in a form reasonably approved by the City Manager.

2.8.1.2 Counterpart of two (2) Affordability Restrictions and Regulatory Agreements in the forms attached hereto as Exhibit “ F”, duly executed by City and acknowledged (“Regulatory Agreements”).

2.8.1.3 A Request for Notice, duly executed by the City and acknowledged (with respect to the Senior Project Loan deed of trust) (the “Request”).

2.8.1.4 A counterpart of the Fee Deferral Agreement in the form attached hereto as part of Exhibit “I”, duly executed by City and acknowledged.

2.9 Deposits into Escrow by Developer.

2.9.1 The Developer hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents duly executed and acknowledged where appropriate, the delivery of each of which shall be a condition of the Close of Escrow:

2.9.1.1 The City Loan Promissory Note in the form attached hereto as part of Exhibit “B”, executed by Developer.

2.9.1.2 The City Loan Deed of Trust in the form attached hereto as Exhibit “C” duly executed by Developer and acknowledged.

2.9.1.3 Counterparts of the Regulatory Agreements, duly executed by Developer and acknowledged.

2.9.1.4 A counterpart of the Fee Deferral Agreement duly executed by Developer and acknowledged.

2.10 Authorization to Record Documents and Disburse Funds . Escrow Holder is hereby authorized to deliver the original executed City Loan Promissory Note to City, and record Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
(i) The Title Company is unconditionally committed to issue in favor of City a lender’s policy of title Insurance with a liability amount equal to the City Loan, subject only to the Permitted Title Exceptions.
(ii) The City and the Developer shall have deposited in Escrow the documents and funds required pursuant to Sections 2.8 and 2.9. (iii) The City and Developer have confirmed to Escrow Holder that all other City Conditions and Developer Conditions have been satisfied or expressly waived in writing by the Party benefited thereby.

Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of Developer’s title insurance policy.

2.11 Escrow’s Closing Actions. On the Close of Escrow, Escrow Holder shall:

2.11.1 Record the Affordability Restrictions and Regulatory Agreement (Density Bonus; Fee Deferral; Fee Credits), then the Fee Deferral Agreement, then deed of trust securing the Senior Project Loan, then the Affordability Restrictions and Regulatory Agreement (Housing Trust Funds); then the City Loan Deed of Trust, then the Request, and finally the Subordination Agreement in the Official Records of Solano County;

2.11.2 Issue the Title Policy (or cause the Title Company to issue the Title Policy to the City.

2.11.3 From funds deposited by Developer, pay costs payable by Developer as shown on the approved preliminary settlement statement approved by City and Developer settlement statement, and return any excess to Developer;

2.11.4 Prepare and deliver to both Developer and the City one signed copy of Escrow Holder’s final settlement statement showing all receipts and disbursements of the Escrow; and

3. DEVELOPMENT COVENANTS.

3.1 Environmental Review . Environmental analyses required under the California Environmental Quality Act (Pub. Res. Code § 21000 et seq.) (“CEQA”) has been completed. The parties acknowledge that the City of Fairfield, acting as the lead agency, has determined that the Project is exempt from CEQA pursuant to Public Resources Code Section 21159.23 and CEQA Guidelines Section 15194 and has filed a Notice of Exemption on February 25, 2020. The parties acknowledge that no development of the Property will occur unless and until environmental analyses required under the National Environmental Policy Act (42 U.S.C. § 4321 et seq.) (“NEPA”) has been completed to inform the parties of the potential environmental effects of development, and alternatives and mitigation measures therefore. The parties further Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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acknowledge that the parties retain the discretion to modify Project as may be necessary to comply with NEPA, select other feasible alternatives to avoid significant environmental effects identified during the NEPA processes, balance the benefits of any pr oposed development against any significant environmental effects prior to taking final action if such significant effects cannot otherwise be avoided, and/or determine not to proceed with any proposed development. Developer shall not take any action to construct or install anything for or in relation to the Project until NEPA review has been completed. The City of Fairfield has also prepared an Environmental Assessment and Finding of No Significant Impact pursuant to NEPA, which was published for public comment pursuant to NEPA requirements . Developer acknowledges that approval or disapproval of the Project following completion of the environmental review process is within the sole, complete, unfettered, and absolute discretion of the City without limitation by or consideration of the terms of this Agreement; and that the City makes no representation regarding the ability or willingness of the City to provide environmental clearance. The parties recognize that, as a result of the environmental review process, City has the absolute discretion and right to terminate this Agreement, and no cost shall be incurred by City as a result of such. In addition, Developer acknowledges that any required approvals by any other local, state or federal agency may require additional environmental review, and that any approval by the City shall not bind any other local, state or federal agency to ap prove the Project pursuant to the City’s environmental review.

Developer has the right to terminate this Agreement if the City disproves of the Project following completion of the environmental review process; or, Developer determines that implementation of any required environmental measure or alternative would cause the Project to become economically infeasible.

3.2 Development of the Project . Developer shall develop the Project in accordance with the Scope of Development, the Schedule of Performance, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City, the Plans and Specifications, and all other terms, conditions and requirements of this Agreement. Developer shall comply with the Schedule of Performance in a timely manner, provided that the obligations of Developer set forth therein which a re to be performed after the Close of Escrow shall be delayed by Force Majeure Delays, if applicable.

Until a Certificate of Completion is issued, the Developer shall promptly provide the City with written, detailed progress reports, as reasonably requested by the City , regarding the status of the construction of the Improvements.

3.3 City’s Right to Review Plans and Specifications . In connection with construction of the Project, Developer shall comply in all material respects with Plans and Specifications approved by the City. Developer shall deliver the Plans and Specifications for the Improvements to the City, in its proprietary capacity ( i.e., its capacity as a party to this contract, as opposed to its governmental capacity) for its review ten (10) days prior to their submission to the City to ensure that the Improvements are constructed in accordance with the Scope of Development and the other applicable provisions of this Agreement. Following such ten (10) day period, Developer may submit the Plans and Specifications to the City.

3.4 Construction Contract. Developer shall retain one or more reputable and financially responsible general contractors (each, a “General Contractor”) to undertake the construction of the Project. Each General Contractor shall be acceptable to and approved in writing by the City Manager (in the exercise of his reasonable discretion), licensed in California, shall Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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have any other licenses required by the City , and shall be experienced in constructing the type of improvements constituting the Improvements. The General Contractor shall be deemed to have been approved if the City Manager fails to approve or disapprove of the General Contractor within five (5) business days after receipt of all requested information relating to the General Contractor.

On or before the date set forth in the Schedule of Performance, Developer shall enter into a written contract, in form and substance reasonably acceptable to the City Manager (the “Construction Contract”), with the General Contractor(s) for performing the work constituting the construction of all of the Project. Each such Construction Contract shall be a guaranteed maximum cost contract or stipulated sum insuring construction of the improvements for a fixed or maximum price, and shall obligate the General Contractor to commence and complete such construction in accordance with this Agreement and all applicable federal, state and local laws, rules and regulations. Each such Construction Contract shall provide for retention of at least ten percent (10%) (reduced to 5% retainage following 50% Project completion) from each progress payment (except there shall be no retention for any items excused from retention as specified in the Construction Contract) until the final payment, and s aid final payment shall not be paid to the General Contractor until the portion of the Project covered by such Construction Contract shall have been completed to Developer’s satisfaction, and Developer shall have obtained all appropriate lien waivers from the General Contractor and its subcontractors, or bonds acceptable to Developer in form and amount, insuring against loss arising from any mechanics’, laborers’, materialmen’s or similar liens filed against the Project.

3.5 Costs of Entitlement, Development and Construction; Prevailing Wages .

The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition cost s and governmental permits and approvals) shall be borne by Developer.

Developer shall pay and cause its contractors to pay any wages for construction of the Improvements that may be required by law, such as the Davis-Bacon Act (due to project-based “Section 8” vouchers or otherwise).

3.6 Rights of Access and Inspection. In addition to those rights of access to and across the Land to which the City may be entitled by law, members of the staffs of the City shall have a reasonable right of access to the Land, without charge or fee, during normal construction hours, upon 48 hours’ notice to Developer (which may be telephonic notice to Developer’s Chief Real Estate Officer or their designee) to inspect the work being performed at the Land in connection with the initial development of the Project but shall not be obligated to do so and City shall not be liable for any failure to disclose any information discovered by C ity (or that could or should have been discovered by any C ity inspection). The C ity shall also have the right at all reasonable times upon reasonable notice to inspect and copy the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement. City shall defend, indemnify and hold Developer harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and cost) resulting from the entry onto the Property for s uch purposes, except to the extent any such claims, liabilities, loss, damages, costs or expenses are the result of the negligence or willful misconduct of Developer.

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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3.7 Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Land in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards.

3.8 Governmental Permits and Approvals . Before commencement of construction or development of any work of improvement on the Land, Developer shall (at Developer’s expense) secure, or cause to be secured, the Building Permit, and any other required governmental permits and approvals.

3.9 No Discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements.

3.10 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition.

3.11 No Agency Created . In performing this Agreement, Developer is not the agent of the City. The City is not an agent of Developer. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors. Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City.

3.12 Certificate of Completion . Upon Developer’s completion of the construction of the Project, Developer will apply to the City for a Certificate of Completion (which shall be substantially in the form attached hereto as Exhibit “ G”). The City’s issuance of the Certificate of Completion shall constitute the acknowledgement of the C ity that Developer has complied in all respects with its development obligations (and only the development obligations) set forth in this Article 3. Promptly following the City’s issuance of a certificate of occupancy for the entire project, and provided that Developer is then in full compliance with all of its obligations under Article 3 of this Agreement, the City Manager shall execute, acknowledge and deliver the Certificate of Completion, which shall be recorded in the Official Records of Solano County. If the City Manager believes that the Developer is not in compliance with its obligations under this Article 3, the City Manager shall promptly specify the nature of such non- compliance by written notice to Developer.

3.13 Capital Replacement Reserve. Upon completion of the Project, Developer shall annually set aside $500 per unit or such greater amount as may be required or approved by the Senior Project Loan documents delivered to City, from the gross rents received by the Project into a separate Capital Replacement Reserve account identified in writing to C ity. Funds in the Capital Replacement Reserve shall be used only for capital repairs, improvements and replacements to the accepted accounting principles. The non- availability of funds in the Capital Replacement Reserve does not in any manner relieve or lessen Develop er’s obligations to undertake any and all necessary capital repairs, improvements or replacements and to continue to maintain the Project in the manner prescribed in this Agreement or the Regulatory Agreements.

Notwithstanding the foregoing, this Section 3.13 shall not apply to the Senior Project Lender or any foreclosure transferee following a foreclosure or deed in lieu of foreclosure of the Senior Project Loan.

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.

4.1 Restrictions on Transfer of Developer’s Rights and Obligations . Prior to issuance of a Certificate of Completion for the Project, Developer shall not sell, assign, transfer, mortgage, lease (except for leases/rental agreements that comply with the Regulatory Agreements, hypothecate, or convey (collectively, a “Transfer”) the Project or any part thereof or any of Developer’s rights or obligations hereunder, or agree to do so, or change the managers or managing members of Developer or (after assignment to a tax credit limited partnership approved by the City Manager), the general partner of Developer (except for cause and in accordance with the limited partnership agreement of Developer, which shall not require C ity’s consent) or transfer fifty percent (50%) or more of the ownership interests in Developer in a single transaction or series of transactions, without the City’s prior written consent, which consent may be granted or withheld in the City’s sole and absolute discretion, except that the C ity’s consent shall not be required for:
(i) the assignment of this Agreement to a tax credit limited partnership drectly or indirectly controlled by Developer and which is at least 50% owned directly or indirectly by Developer, as shown by reasonable evidence delivered to the City (and provided that City is given a copy of the assignment and assumption agreement and the LLP -1 and operating agreement of the limited partnership); (ii) admission of one or more tax credit limited partner(s) or subsequent transfer of limited partner interests, or (ii i) execution of one or more deeds of trust and related instruments securing Developer’s construction and permanent financing (provided a copy is given to City), or (iv) a conveyance of the Project resulting from the foreclosure thereof (or a deed in lieu of such a foreclosure), or (v) the grant, exercise and subsequent transfer of the Property pursuant to an option or right of first refusal to Developer’s general partner or an affiliate thereof in accordance with Developer’s partnership documents and Section 42 of the Internal Revenue Code (each of the foregoing in this clause ( v) shall be referred to herein as a “Permitted Transferee”). Developer acknowledges that the identity of Developer is of particular concern to the C ity, and it is because of Developer’s identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the C ity pursuant to this Section 4.1, any Permitted Transferee and except for any Holder (defined in Section 4.2), no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement prior to the issuance of a Certificate of Completion. Except with respect to a transfer to a Permitted Transferee, no transfer or assignment of Developer’s interest hereunder without the C ity’s prior written approval shall release Developer from the obligations of Developer hereunder.

4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.1 to the contrary, Developer shall have the right to hypothecate its interest in the Land and the Project pursuant to one or more deeds of trust from an Institutional Lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the constructi on financing with permanent financing. Any Institutional Lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City referred to herein as a “Holder.”

4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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Holder. Such Holder shall have the right, but not the obligation, at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest.

If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure. Such Holder shall not be obligated to undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or protect the Improvements already constructed. Any Holder completing the Improvements must assume all rights and obligations of Developer under this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City.

4.4 Succession of City’s R ights. In any case where the applicable Holder, having first exercised its option to construct, has not proceeded diligently with the completion of construction after first exercising such option, C ity shall be afforded those rights against such Holder it would otherwise have against the Developer under this Agreement.

4.5 Noninterference with Holders . The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Project, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Project, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. No Holder is obligated by, or to perform, any of the Developer's obligations under this Agreement, including, without limitation, to construct or complete any improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in conveyances from City to the Developer evidencing the realty comprising the Property or any part thereof be construed so to obligate such Holder. However, nothing in this Agreement shall be deemed to permit or authorize any Holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by t his Agreement. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the City Manager.

4.6 Right of City to Cure. In the event of a default or breach by the Developer of a loan by a Holder prior to the completion of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The C ity shall also be entitled to a lien upon the Project or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any lien in favor of a Holder, and the C ity shall execute from time to time any and all documentation reasonably requested by the Developer to effect such subordination.

4.7 Right of City to Satisfy Other Liens . After the Close of Escrow and after the Developer has had a reasonable time (not exceeding 30 days) to challenge, cure, or satisfy any liens or encumbrances on the Project or any portion thereof, and has failed to do so within thirty (30) days, in whole or in part, the City shall, upon prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; however, nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Land or any portion thereof to forfeiture or sale.

5. DEFAULT, REMEDIES AND TERMINATION.

5.1 Defaults. The occurrence of any or all of the following shall constitute a default (“Default”) under this Agreement:

5.1.1 Developer’s failure to timely comply with the Schedule of Performance, subject to Section 5.7;

5.1.2 Any breach of this Agreement by any Party involving the payment of money, and the continuance of such breach for a period of ten (10) days after the non defaulting Party has given written notice to the defaulting Party;

5.1.3 Except as otherwise provided in Section 5.1.1 hereof, a breach of any other term of this Agreement by any Party not involving the payment of money, and failure of such Party to cure such breach within thirty (30) days after the non defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach wit hin such thirty (30) day period and thereafter fails to diligently prosecute such cure to completion;

5.1.4 Developer’s violation of Section 4.1;

5.1.5 Developer’s failure or refusal to keep in force and effect any material permit or approval with respect to construction of the Project, and Developer’s failure to cure such breach within thirty (30) calendar days after notice from the City of Developer’s breach; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then Developer shall be deemed in Default only if Developer does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such cure to completion; or

5.1.6 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the fa ilure of such Party to cause such petition, appointment, or assignment to be removed or discharged within 180 days.

5.1.7 The failure to comply with any of the requirements of Section 6 below;

5.1.8 If applicable under Section 2.5.8, the failure to maintain, or the cancellation of, any of the bonds described in Section 2.5.8 prior to the issuance of a Certificate of Completion.

5.1.9 The failure of Developer to reasonably apply for federal tax credits in all possible tax credit rounds until awarded, or the failure to deliver to C ity evidence of an Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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application for tax credits after the application is submitted or amount granted within ten (10) days after written request from City.

5.1.10 A default by Developer under that certain City of Fairfield Community Development Block Grant (CDBG) Funding Agreement dated July 11, 2020, executed by the City of Fairfield and EAH Inc. and Developer, as amended, or that certain Deed of Trust With Assignment of Rents (as amended) securing such agreement.

5.2 Remedies.

5.2.1 Remedies Prior to the Close of Escrow. In the event of a Default by any Party prior to the Close of Escrow, the non defaulting Party shall have the right to terminate this Agreement (provided it is not in Default of its obligation under this Agreement), by delivering written notice thereof to the defaulting Party.

5.2.2 Remedies for Default After the Close of Escrow . In the event of a Default by Developer after the Close of Escrow, City may accelerate the City Loan and the City shall be entitled to payment of the deferred fees, and if not promptly paid within ten (10) days after written demand, C ity may proceed with its remedies under the C ity Deed of Trust, including foreclosure.

5.3 No Personal Liability . No representative, agent, attorney, consultant, or employee of the C ity shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement.

No representative, agent, attorney, consultant, or employee of the Developer shall personally be liable to the City or any successor in interest of City, in the event of any Default or breach by the Developer, or for any amount which may become due to City or any successor in interest, on any obligation under the terms of this Agreement.

5.4 Rights and Remedies are Cumulative. To the extent permitted by law, t he rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the non defaulting Party; provided, however, that liquidated damages specified herein shall constitute the sole damages recoverable for the default giving rise to such liquidated damages.

5.5 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party’s right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction.

5.6 Force Majeure. Following the Close of Escrow, and notwithstanding anything to the contrary in this Agreement, nonperformance of a construction obligation in the Schedule of Performance shall be excused when performance is prevented or delayed by reason of Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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any of the following forces reasonably beyond the control of such party (a “Force Majeure Delay”):
(i) failure to perform by Developer attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; or (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance of the party affected for a period of time equal to any such prevention, delay or stoppage (except the obligations of either party to pay money to the other party or to close escrow) provided that the Party claiming the Force Majeure Delay notifies the other Party of the Force Majeure Delay within a reasonable time (not to exceed ten business days) after the commencement of the Force Majeure Delay.

6. INSURANCE; INDEMNITY.

6.1 Insurance.

6.1.1 From and after the Close of Escrow and for so long as title to the Land has not reverted to the C ity as the result of a foreclosure under the C ity Deed of Trust , Developer shall obtain and maintain at no cost or expense to the C ity, with a reputable and financially responsible insurance company reasonably acceptable to the City, (i) after the opening of the Project for business, commercially reasonable casualty insurance for the Improvements in an amount not less than the replacement cost of the Improvements (subject to commercially reasonable deductibles); (ii) commercial broad form general liability insurance, insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Land, which liability insurance shall provide combined single limit protection of at least $2,000,000 and shall include a reasonable inflation rider, contractual liability coverage and products and completed operations coverage, and (iii) commercial automobile liability insurance, or non -owned/hired automobile insurance provided through Developer’s general liability policy, of at least $1,000,000 combined single limit.

Such liability insurance policies shall name the C ity and their council members, board members, officers, agents and employees as additional insureds.

6.1.2 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) “all risk” builder’s risk insurance, including coverage for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the C ity, and (ii) workers’ compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Land by Developer, such builder’s risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors’, subcontractors’, and construction managers’ tools and equipment and property owned by contractors’ and subcontr actors’ employees.

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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6.1.3 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00).

6.1.4 Developer shall also furnish or cause to be furnished to the C ity evidence satisfactory to the C ity that any contractor with whom it has contracted for the performance of work on the Land or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law.

6.1.5 With respect to each policy of insurance required above, Developer and each of Developer’s general contractors, engineers and architects shall furnish to the C ity a certificate on the insurance carrier’s form setting forth the general provisions of the insurance coverage promptly after written request by C ity showing the additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements.

6.1.6 All policies required by this Section to be furnished by Developer shall contain (i) language to the effect that the policies cannot be cancelled or materially changed except after thirty (30) days’ written notice by the insurer to the C ity, and (ii) a waiver of the insurer of all rights of subrogation against the C ity and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable.

6.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and officers of the C ity, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys’ fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with:
(i) the validity of this Agreement (based on CEQA, NEPA or otherwise);
(ii) the development and construction by Developer of the Improvements on the Land or the use, ownership, management, occupancy, or possession of the Land during Developer’s period of ownership of the Land; (iii) any breach or Default by Developer hereunder;
(iv) any of Developer’s activities on the Land (or the activities of Developer’s agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Land), regardless of whether such losses an d liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City. The City may in its discretion, and at their own cost, participate in the defense of any legal action naming the City; or Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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(v) claims for prevailing wages under or violation of any applicable prevailing wage laws.

The provisions of this Section shall survive the Close of Escrow or the termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement and as of the Close of Escrow that:
(i) Developer is a limited liability company validly existing and in good standing under the laws of the State of California.
(ii) Developer has duly authorized the execution and performance of this Agreement and the execution and performance of all of the closing documents set forth herein.
(iii) Developer’s execution and performance of this Agreement and the closing documents will not violate any provision of the Developer’s partnership agreement or any deed of trust, lease, contract, agreement, instrument, order, judgment or decree by which Developer is bound.

8. GENERAL PROVISIONS.

8.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger. Notices shall be considered given upon the earlier of (a) one business day following deposit or del ivery with a nationally recognized overnight courier delivery charges prepaid, or (b) upon delivery or attempted delivery as shown on the return receipt if sent by certified mail. Notices shall be addressed as provided below for the respective Party; provided that if any Party gives notice in writing of a change of name or address, notices to such Party shall thereafter be given as demanded in that notice:

City: Fairfield Housing Authority
1000 Webster Street, 1st Floor
Fairfield, CA 94533
Attn: Deputy Executive Director
Developer: EAH Housing
22 Pelican Way
San Rafael, CA 94901

After assignment of this Agreement to a tax credit limited partnership in accordance with the terms of this Agreement, C ity hereby agrees to provide copies of any written notices to Developer’s limited partners who shall have been identified in writing by Developer to C ity with a written request to deliver to them copies of no tices to Developer under this Agreement . C ity Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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further agrees that any cure of any default made or tendered by any such limited partner shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer.

8.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.

8.3 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words “person” and “party” include corporation, partnership, firm, trust, or association where ever the context so requires.

Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days.

8.4 Time of the Essence. Time is of the essence of this Agreement.

8.5 Warranty Against Payment of Consideration for Agreement . Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys.

8.6 Attorneys’ Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys’ fees to be paid by the losing Party as fixed by the court. If the City is made a party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the C ity against, and save them harmless from, all costs, expenses (including reasonable attorneys’ fees), claims, liabilities, damages and losses incurred by the City in connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City.

8.7 Entire Agreement . This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof.

8.8 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

8.9 No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties, and there are no third- party beneficiaries of this Agreement. No other person shall have any right of action based upon any provision of this Agreement.

8.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Solano. If any legal action is commenced by Developer against the City, or by City against Developer, service of process on the City shall be made by personal service upon the City Manager or secretary of the City, or in such other manner as may be provided by law. If any legal action is commenced by C ity against Developer, service of process on Developer shall be made by personal service to Developer’s agent for service of process, or in such other manner as may be provided by law.

8.11 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder (including, without limitation, the delivery and recordation of the Grant Deed) and the delivery of all consideration.

8.12 City Actions. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the C ity provided that the applicable approval, consent, waiver or modification is not substantial ( i.e., does not change the fundamental business transaction between the Developer and the C ity, as determined by the City Manager in his reasonable discretion).

8.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.

[Signatures to Follow]
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IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written.

DEVELOPER:
212 E TABOR FAIRFIELD, L.P.,
a California limited partnership
By: 212 E Tabor Fairfield EAH, LLC,
a California limited liability company,
its Managing General Partner
By: EAH Inc.,
a California nonprofit public benefit
corporation,
its Sole and Managing Member

By:

Print Name: Welton Jordan
Title: Assistant Secretary
CITY:

CITY OF FAIRFIELD,
a California municipal corporation
By: _____________________________
Print Name: David Gassaway,
Title: City Manager

ATTEST:

By:

Karen L. Rees, City Clerk
APPROVED AS TO FORM:

By:

David Lim, City Attorney

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EXHIBIT “A”

LEGAL DESCRIPTION OF LAND
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

LOT 18, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “MAP OF LOCKE -PADDON COLONY NO. 5”, FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF DECEMBER 6, 1912 IN BOOK 4 OF MAPS, PAGE 17, SOLANO COUNTY RECORDS.

EXCEPTING THEREFROM:

ALL THAT PARCEL OF LAND DESCRIBED IN THE DEED TO HILARION ANGELES AND LOURETTA G. ANGELES, HIS WIFE, RECORDED OCTOBER 10, 1940 IN BOOK 222 OF OFFICIAL RECORDS AT PAGE 250, INSTRUMENT NO. 6958.

APN: 0034-150-100
and;
PARCEL ONE:

Lot 18, as shown on that certain Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps, Page 17, Solano County Records, described as follows:

Beginning on the East line of the parcel of land described as Parcel 1 in the Deed from Walter C.

Klein, et ux, to Hermosa Homes, Inc., dated August 11, 1958, recorded August 25, 1958, in Book 938 of Official Records, Page 396, Instrument No. 13649, distant thereon North 0° 52’ West, 168.009 feet from the Southeast corner thereof; thence from said point of beginning North 0° 52’ West, along said East line, 100.191 feet to the Northwest line of said Lot 18, said Northwest line being the Southeasterly line of the Sacramento Northern railway right of way; thence North 60° 26’ East, along the Northwest line of said Lot 18, 102.56 feet to the East line of the parcel of land described in the Deed from Joseph Musso, et al, to Fred Klein, dated April 16, 1952, recorded April 18, 1952, in Book 619 of Official Records, Page 21, Instrument No. 5449; thence South 0° 52’ East, along said East line, 151.991 feet to a point that bears South 89° 27’ East from the point of beginning; thence North 89° 27’ West, 90 feet to the point of beginning.

PARCEL TWO:

An easement for ingress and egress, granted in the Deed from Hermosa Homes, Inc., to Walter C.

Klein, et ux, dated February 1, 1965, in Book 1320 of Official Records, Page 340, Instrument No. 2774, over that portion of Lot 18 as shown on the Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps at Page 17, described as follows:

Commencing on the South line of said Lot 18, distant thereon South 89° 27’ East, 83.5 feet from the Southwest corner of said Lot; thence from said point of commencement South 89° 27’ East,

11.5 feet; thence North 0° 52’ West, 90 feet to the actual point of beginning of the herein described Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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parcel of land; thence from said point of beginning North 0° 52’ West to a point in a line which is parallel with and one foot distant, measure at right angles, Southeasterly from the Northwest line of said Lot 18; thence South 60° 26’ West, along said parallel line to a line which is parallel with and distant 11.5 feet Easterly at right angles from the Court first hereinabove mentioned as having a bearing of North 0° 52’ West; thence along said last mentioned parallel line South 0° 52’ East to a point that bears North 89° 27’ East from the point of beginning; thence South 89° 27’ East, 11.5 feet to the point of beginning.

PARCEL THREE:

An easement for ingress and egress over the following described property, being a portion of Lot 18, Locke Paddon Colony Unit No. 5, filed for record December 6, 1912, in Book 4 of Maps, Page 17, in the Office of the County Recorder of Solano County:

Beginning at a point in the South line of said Lot which point is South 89° 27’ East a distance of

83.5 feet from the Southwest corner of said Lot; thence continuing along the South line South 89° 27’ East a distance of 11.5 feet; thence North 0° 52’ West 90 feet; thence North 89° 27’ West 11.5 feet; thence South 0° 52’ East 90 feet to the point of beginning.

PARCEL FOUR:

An easement for ingress and egress over that portion of Lot 18, as shown on the Map of Locke - Paddon Colony No. 5, filed on December 6, 1912, in Book 4 of Maps at Page 17, described as follows:

Beginning on the South line of said Lot 18, distant thereon South 89° 27’ East, 95 feet from the Southwest corner thereof; thence from said point of beginning North 0° 52’ West, 168.009 feet; thence South 89° 27’ East, 12.5 feet; thence South 0° 52’ East, 168.009 feet to the South line of said Lot 18; thence North 89° 27’ West, along said South line, 12.5 feet to the point of beginning.

APN: 0034-150-240

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EXHIBIT “B”

FORM OF CITY LOAN PROMISSORY NOTE

SECURED PROMISSORY NOTE
, 202___
Fairfield, California
$2,000,000.00

FOR VALUE RECEIVED, the undersigned, ________________________________(“Maker” or “Developer”), having its principal place of business at ______________________, promises to pay to the order of the CITY OF FAIRFIELD (“Payee” or “C ity”), at 1000 Webster Street, 1st Floor, Fairfield, CA 98533, or at such other place as the holder of this Note from time to time may designate in writing, the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (the “Original City Principal Amount”), together with interest on the unpaid principal amount of this promissory note (the “City Loan Note”) from time to time outstanding at the “Applicable Interest Rate,” as defined below, in lawful money of the United States of America.

This City Loan Note is being delivered, and the loans evidenced hereby are being made, pursuant to the terms of a Development Loan Agreement between C ity and 212 E. Tabor Fairfield, L.P., dated _______ 2026 (“DLA”) which was assigned to Developer. All capitalized terms used herein which are not separately defined herein shall have the meanings set forth therefor in the DLA. “Applicable Interest Rate” means three percent (3%) per annum, simple interest, except that amounts not paid when due shall accrue interest from the date due until the date paid at the lesser of: (i) seven percent (7%) per annum, simple interest, or (ii) t he maximum rate permitted by applicable law.

1. Payments. Payments under this City Loan Note shall be due and payable as follow:

Payments of a proportionate share of 50% of the residual receipts, calculated by the pro rata proportion of the amount of this loan to total construction loan funds provided by lenders, other than the senior project lender, who require residual receipts payments, provided such percentage is approved by the City Manager in writing (“City Portion”) payable on July 1 after the first anniversary of issuance of a final certificate of occupancy for the Project pursuant to the DLA, and each July 1 anniversary thereafter until this C ity Loan Note has been satisfied in full. Payments shall first be applied to accrued interest, then to remaining outstanding principal. In addition, the entire amount of outstanding principal and accrued interest and any additional amounts which become owing hereunder shall be paid by Maker to Payee as of the earliest of (i) a default under the DLA, any Regulatory Agreement entered into pursuant to the DLA, or the deed of trust securing this City Loan Note not cured within the applicable cure period after delivery of required notice; (ii) as provided in Section 4 below; or (iii) fifty -five (55) years after the date a final certificate of occupancy is issued for the Project (the “City Maturity Date”).

2. Secured by Deed of Trust. Repayment of this City Loan Note is secured by a deed of trust (the “City Loan Deed of Trust”) of this date executed by Maker for the benefit of Payee encumbering the property described in the City Loan Deed of Trust (the “Property” or “Site”).

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3. Prepayment. Maker shall have the right to prepay amounts owing under this C ity Loan Note at any time, without penalty or premium.

4. Due on Sale or Encumbrance . In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Payee shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term “Transfer” means and includes the direct or indirect sale, transfer, conveyance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law o r otherwise, or the lease of all or substantially all of the Property or of all or substantially all of the improvements located thereon. Transfer shall not include the sale, transfer, assignment, pledge, hypothecation or encumbrance by Developer’s limited partner of its partnership interest to the extent permitted by the DLA, nor shall Transfer include the removal of any general partner of Developer by the limited partner for cause and the replacement of such removed general partner by another person or entity in accordance with the terms of Developer’s partnership agreement to the extent permitted by the DLA nor any other “Permitted Transfer” as such term is defined in the DLA. “Transfer” shall not include any lease of a rental unit so long as Trustor complies with the provisions of the Regulatory Agreement relating to such leasing activity. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

5. Miscellaneous.
(a) Governing Law. All questions with respect to the construction of this City Loan Note and the rights and liabilities of the parties to this City Loan Note shall be governed by the laws of the State of California.
(b) Attorneys’ Fees.
(i) Maker shall reimburse Payee for all reasonable attorneys’ fees, costs and expenses, incurred by Payee in connection with the enforcement of Payee’s rights under this City Loan Note, including, without limitation, reasonable attorneys’ fees, costs and expenses for trial, appellate proceedings, out -of-court negotiations, workouts and settlements or for enforcement of rights under any state or federal statute, including, without limitation, reasonable attorneys’ fees, costs and expenses incurred to protect Payee’s security and attorneys’ fees, costs and expenses incurred in bankruptcy and insolvency proceedings such as (but not limited to) seeking relief from stay in a bankruptcy proceeding. The term “expenses” means any expenses incurred by Payee in connection with any of the out -of-court, or state, federal or bankruptcy proceedings referred to above, including, without limitation, the fees and expenses of any appraisers, consultants and expert witnesses retained or consulted by Payee in connection with any such proceeding.
(ii) Payee shall also be entitled to its attorneys’ fees, costs and expenses incurred in any post-judgment proceedings to collect and enforce the judgment. This provision is separate and several and shall survive the merger of this City Loan Note into any judgment on this City Loan Note.

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(c) Entire Agreement. This City Loan Note and the relevant provisions of the DLA constitute the entire agreement and understanding between and among the parties in respect of the subject matter of such agreements and supersede all prior agreements and understandings with respect to such subject matter, whether oral or written. (d) Time of the Essence. Time is of the essence with respect to every provision hereof.
(e) Waivers by Maker . Except as otherwise provided in any agreement executed in connection with this City Loan Note, Maker waives: presentment; demand; notice of dishonor; notice of default or delinquency; notice of acceleration; notice of protest and nonpayment; notice of costs, expenses or losses and interest thereon; and diligence in taking any action to collect any sums arising under this C ity Loan Note or in any proceeding against any of the rights or interests in or to properties securing payment of this City Loan Note. (f) Non-waivers. No previous waiver and no failure or delay by Maker in acting with respect to the terms of this C ity Loan Note or the C ity Loan Deed of Trust shall constitute a waiver of any breach, default, or failure of condition under this C ity Loan Note, the City Loan Deed of Trust or the obligations secured thereby. A waiver of any term of this C ity Loan Note, the City Loan Deed of Trust or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver. In the event of any inconsistencies between the terms of this C ity Loan Note and the terms of any other document related to the loan evidenced by this City Loan Note, the terms of this City Loan Note shall prevail. (g) Non-Recourse. Repayment of this Note and all other obligations of Borrower hereunder, under the DLA, Regulatory Agreement or Deed of Trust shall be a non- recourse obligation of Borrower, such that neither Borrower nor any partner of Borrower shall have any personal obligation to make any payments or perform any other obligations of Borrower. (h) Cure by Limited Partners. City hereby agrees that any cure of any default made or tendered by Developer’s limited partners who shall have been identified in writing by Developer to City (and whose address shall have been given by Developer to C ity in writing and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.

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MAKER:

Print Name

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EXHIBIT “C”

FORM OF CITY LOAN DEED OF TRUST

RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

City of Fairfield
1000 Webster Street, 1st Floor
Fairfield, CA 94533
Attn: Deputy Executive Director
with a copy to:
212 E Tabor Fairfield, L.P.

Attn:

APN(s): 0034-150-100 and 0034-150-240

SPACE ABOVE THIS LINE FOR RECORDER’S USE
This Deed of Trust with Assignment of Rents (Short Form) is recorded for the benefit of the City of Fairfield and is exempt from Recording Fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code.

DEED OF TRUST WITH ASSIGNMENT OF RENTS
(SHORT FORM)
This DEED OF TRUST, dated as of _______, 202__, among
______________________________________, herein called TRUSTOR, whose address is:
__________________________________________, ____________________________ herein called TRUSTEE, and the CITY OF FAIRFIELD, herein called BENEFICIARY, WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, that property in the City of Fairfield, County of Solano, State of California, described as:

SEE EXHIBIT “A” ATTACHED HERETO AND MADE A PART HEREOF. together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits for the purpose of securing payment of the sum of $ 2,000,000 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof. A breach or default under the promissory note or a breach or defaul t under any Affordability Restrictions and Regulatory Agreement encumbering said property (“Regulatory Agreement”), or under any obligation secured by a deed of trust encumbering all or any portion of said property, shall be deemed to constitute a default hereunder.

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To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Solano County in Book 1287, Page 621 in the Official Records of said County, shall inure to and bi nd the parties hereto, with respect to the property above described. Said agreements, terms and provisions contained in said subdivisions A and B (identical in all counties), are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum allowed by law.

The undersigned Trustor, requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at his address hereinbefore set forth.

TRUSTOR:

Signature
Print Name:

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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of __________________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT “A”

LEGAL DESCRIPTION
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

LOT 18, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “MAP OF LOCKE -PADDON COLONY NO. 5”, FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF DECEMBER 6, 1912 IN BOOK 4 OF MAPS, PAGE 17, SOLANO COUNTY RECORDS.

EXCEPTING THEREFROM:

ALL THAT PARCEL OF LAND DESCRIBED IN THE DEED TO HILARION ANGELES AND LOURETTA G. ANGELES, HIS WIFE, RECORDED OCTOBER 10, 1940 IN BOOK 222 OF OFFICIAL RECORDS AT PAGE 250, INSTRUMENT NO. 6958.

APN: 0034-150-100

and;

PARCEL ONE:

Lot 18, as shown on that certain Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps, Page 17, Solano County Records, described as follows:

Beginning on the East line of the parcel of land described as Parcel 1 in the Deed from Walter C.

Klein, et ux, to Hermosa Homes, Inc., dated August 11, 1958, recorded August 25, 1958, in Book 938 of Official Records, Page 396, Instrument No. 13649, distant thereon North 0° 52’ West, 168.009 feet from the Southeast corner thereof; thence from said point of beginning North 0° 52’ West, along said East line, 100.191 feet to the Northwest line of said Lot 18, said Northwest line being the Southeasterly line of the Sacramento Northern railway right of way; thence North 60° 26’ East, along the Northwest line of said Lot 18, 102.56 feet to the East line of the parcel of land described in the Deed from Joseph Musso, et al, to Fred Klein, dated April 16, 1952, recorded April 18, 1952, in Book 619 of Official Records, Page 21, Instrument No. 5449; thence South 0° 52’ East, along said East line, 151.991 feet to a point that bears South 89° 27’ East from the point of beginning; thence North 89° 27’ West, 90 feet to the point of beginning.

PARCEL TWO:

An easement for ingress and egress, granted in the Deed from Hermosa Homes, Inc., to Walter C.

Klein, et ux, dated February 1, 1965, in Book 1320 of Official Records, Page 340, Instrument No. 2774, over that portion of Lot 18 as shown on the Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps at Page 17, described as follows:

Commencing on the South line of said Lot 18, distant thereon South 89° 27’ East, 83.5 feet from the Southwest corner of said Lot; thence from said point of commencement South 89° 27’ East,

11.5 feet; thence North 0° 52’ West, 90 feet to the actual point of beginning of the herein described parcel of land; thence from said point of beginning North 0° 52’ West to a point in a line which is parallel with and one foot distant, measure at right angles, Southeasterly from the Northwest line of said Lot 18; thence South 60° 26’ West, along said parallel line to a line which is parallel with Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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and distant 11.5 feet Easterly at right angles from the Court first hereinabove mentioned as having a bearing of North 0° 52’ West; thence along said last mentioned parallel line South 0° 52’ East to a point that bears North 89° 27’ East from the point of beginning; thence South 89° 27’ East, 11.5 feet to the point of beginning.

PARCEL THREE:

An easement for ingress and egress over the following described property, being a portion of Lot 18, Locke Paddon Colony Unit No. 5, filed for record December 6, 1912, in Book 4 of Maps, Page 17, in the Office of the County Recorder of Solano County:

Beginning at a point in the South line of said Lot which point is South 89° 27’ East a distance of

83.5 feet from the Southwest corner of said Lot; thence continuing along the South line South 89° 27’ East a distance of 11.5 feet; thence North 0° 52’ West 90 feet; thence North 89° 27’ West 11.5 feet; thence South 0° 52’ East 90 feet to the point of beginning.

PARCEL FOUR:

An easement for ingress and egress over that portion of Lot 18, as shown on the Map of Locke - Paddon Colony No. 5, filed on December 6, 1912, in Book 4 of Maps at Page 17, described as follows:

Beginning on the South line of said Lot 18, distant thereon South 89° 27’ East, 95 feet from the Southwest corner thereof; thence from said point of beginning North 0° 52’ West, 168.009 feet; thence South 89° 27’ East, 12.5 feet; thence South 0° 52’ East, 168.009 feet to the South line of said Lot 18; thence North 89° 27’ West, along said South line, 12.5 feet to the point of beginning.

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EXHIBIT B

RIDER TO DEED OF TRUST
as “Trustor”, to _____________________ Title
Insurance Company, a California corporation, as Trustee, for the benefit of the CITY OF FAIRFIELD, as “Beneficiary” (“Deed of Trust”).

1. DUE ON SALE OR ENCUMBRANCE. In the event of any Transfer (as defined below) of the Property, or any portion thereof or interest therein, Beneficiary shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. As used herein, the term “Transfer” means and includes the direct or indirect sale, transfer, conveyance, mortgage, further encumbrance, assignment, or other alienation of the Property, or any portion thereof or interest therein, whether voluntar y, involuntary, by operation of law or otherwise, the execution of any installment land sale contract, sales agreement or similar instrument affecting all or a portion of the Property, granting of an option to purchase any portion of or interest in the Property or any interest therein, or the lease of all or substantially all of the Property or of all or substantially all of the improvements situated on the Property. “Transfer” shall not include a Transfer permitted in the DLA so long as Trustor complies with the provisions of the Agreement relating to such activity. “Transfer” shall not include the leasing of individual dwelling units on the Property in compliance with applicable recorded Regulation Agreements with the Beneficiary. Failure of Beneficiary to exercise the option to declare all sums secured hereby immediately due and payable upon a Transfer will not constitute waiver of the right to exercise this option in the event of any subsequent Transfer.

2. NOTICE AND CURE RIGHTS BY LIMITED PARTNERS. CITY hereby agrees that any cure of any default made or tendered by Developer’s limited partners who shall have been identified in writing by Developer to C ITY and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided CITY shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments.

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State of California )
County of ________ )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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EXHIBIT “D”

SCHEDULE OF PERFORMANCE
This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the C ity or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with C ity staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

Action Date / Deadline

Items 1 – 10 Relate to Developer Actions and Requirements Prior to or through/at the Close of Escrow

1. Opening of Escrow. The Parties shall
open escrow with the Escrow Holder.

Within fifteen (15) business days after the award
of tax credits.

2. Preliminary Project Budget. The
Developer shall submit a preliminary
Project Budget for the Improvements.

As soon as reasonably possible, but an update to
the financing proposal heretofore delivered by
Developer to CITY shall be delivered to CITY no
later than twelve (12) months after the date of this
DLA, subject to written extension by the City
Manager.

3. Planning Commission Approval; Final
Plans and Specifications. The
Developer shall submit the Final Plans
and Specifications for City approval,
which shall be provided within ten (10)
days or thereafter shall be deemed
approved.

Planning Commission Approval c omplete as of
January 22, 2020

Final Plan Approval complete as of
__________________[date]

4. Building Permits. The Developer shall
obtain the Building Permit or permit
ready letter for the construction of the
Improvements.

Prior and as a condition to the Close of Escrow.

5. Construction Contract. The Developer
shall submit the construction contract
for the construction of the
Improvements to the City for approval.

Prior and as a condition to the Close of Escrow.

6. Performance and Payment Bonds. The
Developer shall deliver to the City
copies of the required performance and
payment bonds.

Prior and as a condition to the Close of Escrow.

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Action Date / Deadline

7. Insurance. The Developer shall submit
evidence of insurance to the City.

Prior and as a condition to the Close of Escrow.

8. Project Budget. The Developer shall
submit the final Project Budget to City
together with reasonable evidence that
all equity required will be available or
committed subject to the terms of the
Partnership Agreement at the Close of
Escrow.

Prior and as a condition to the Close of Escrow.

9. Tax Credit Applications/Award. Developer must reasonably apply for federal tax credits in all rounds (until awarded) and must
promptly provide evidence thereof to City.

Developer must be awarded tax credits and must
provide evidence thereof to City prior (and as a
condition) to Close of Escrow.

10. Tax Credit Equity. All tax credit equity
must have been committed to the
Developer entity and available for
Project Costs, as shown by reasonable
evidence delivered to City.

Prior and as a condition to Close of Escrow.

Items 11 – 15 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow

11. Close of Escrow. The Developer shall
close the Construction Loan.

The earlier of (i) six (6) months after award of
tax credits, or (ii) two (2) calendar years after
the date of the DLA, subject to extension as
provided therein.

12. Commencement of Construction.

Developer shall substantially
commence the Improvements.

No later than 30 days after the Close of Escrow.

13. Completion of Grading. Developer
shall substantially complete the grading
for the Project.

Not later than twelve (12) months following the
commencement of construction.

14. Commencement of Vertical
Construction. Developer shall
commence vertical construction.

Not later than fourteen (14) months after the
commencement of construction.

15. Completion; Qualification for
Certificate of Completion. The Project
shall be completed and shall qualify for
a Certificate of Completion.

No later than thirty (30) calendar months after
the commencement of construction.

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EXHIBIT “E”

SCOPE OF DEVELOPMENT
Sixty-seven (67) apartment/rental units, including one manager’s unit, in two 3 -story buildings and one (1) one -story community building. Building “A” is comprised of 14 one -bedroom, 14 two-bedroom, and nine three-bedroom rental units (37 total units). Building “B” is comprised of four one-bedroom, 17 two-bedroom, and nine three-bedroom rental units (30 total units). On- site amenities include a multi-purpose community room with kitchen, property management and tenant services offices, laundry facilities, active and passive outdoor recreation areas including a playground, a picnic area, a barbecue area, and quiet sitting areas. Off street, surface parking will be provided to residents and guests, with a total of 90 vehicle parking spaces and 21 bike parking spaces provided.

The development will encompass , seventeen (17) one-bedroom units, thirty (30) two -bedroom units and nineteen (19) three (3)-bedrooms.

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EXHIBIT “F”

FORMS OF AFFORDABILITY RESTRICTIONS
AND REGULATORY AGREEMENTS (2)

RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:

City of Fairfield
1000 Webster Street, 1st Floor
Fairfield, CA 94533
Attn: Housing Services Director
with a copy to:
212 E. TABOR FAIRFIELD, L.P.

Attn:

APNs: 0034-150-100 and
0034-150-240

(Space above for Recorder’s Use.)
This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103.

AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT
(Fairfield Housing Funds)
These AFFORDABILITY RESTRICTIONS AND REGULATORY AGREEMENT (“Regulatory Agreement”) is hereby entered, effective as of _______________, 202_, by and between the CITY OF FAIRFIELD (“City”), and _______________________ (“Developer”) (City and Developer are sometimes collectively referred to herein as the “Parties.”).

R E C I T A L S
WHEREAS, City and 212 E. Tabor Fairfield, L .P. have entered into a Development Loan Agreement dated ______, 2026 (“DLA”) which was assigned to Developer, for the improvement and development of certain real property described in Exhibit “A” referred to as the “Site”, which DLA provides for the recordation of this Regulatory Agreement. The DLA is incorporated herein by this reference, and any capitalized term not defined herein shall have the meaning established therefor in the DLA.

WHEREAS, the DLA requires these restrictive covenants apply to the Site, particularly the use of the Site for the provision of forty-one (41) Units and available to Extremely Low Income Households at Affordable Rents as those terms are defined therein, ten (10) Units and available to Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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Low Income Households at Affordable Rents as those terms are defined therein, and an unrestricted manager’s unit.

NOW, THEREFORE , City and Developer (as owner of real property interests described hereinabove), declare that the Site shall be held, transfer red, encumbered, used, sold, conveyed, leased and occupied subject to the covenants, conditions and restrictions hereinafter set forth expressly and exclusively for the use and benefit of said property. Each and all of the restrictions, limitations, conditions, covenants, liens, reservations and charges herein contained shall run with the land and be recorded on the property title and shall be binding on Parties, their grantees, successors, heirs, executors, administrators, devisees or assigns, and all subsequent owners of all or any part of the Site, during the term of this Regulatory Agreement.

ARTICLE I

DEFINITIONS
The definitions provided herein shall be applicable to this Regulatory Agreement and also to any amendment or supplement (unless the context implicitly or explicitly shall prohibit), recorded against the Site pursuant to the provision of this Regulatory Agreement.

Section 1. “Affordable Housing Development ” means an affordable housing project operated in conformity with this Regulatory Agreement throughout the Required Covenant Period.

Section 2. “Affordable Rent ”, per month, means, for an Extremely Low Income Household, a monthly rent (including a reasonable utility allowance) that does not exceed one- twelfth (1/12) of thirty percent (30%) of thirty percent (30%) of Median Income for a household size appropriate to the Unit ; per month, means, for a Low Income Household, a monthly rent (including a reasonable utility allowance) that does not exceed one-twefth (1/12) of thirty percent (30%) of sixty percent (60%) of Median Income for a household size appropriate to the Unit.

Section 3. “Approved Housing Development” means all improvements as provided to be developed by Developer under the DLA. The Approved Housing Development must be completed in strict conformity with all specifications contained in or referred to in the DLA.

Section 4. “Area” means the Vallejo -Fairfield, CA Metropolitan Statistical Area, as periodically defined by HUD.

Section 5. “Certificate” or “Certification” is defined in Section 3(a).

Section 6. “City”, as defined in the first paragraph hereof, means the City of Fairfield, a municipal corporation.

Section 7. “City Code” means and refers to the City of Fairfield Municipal Code, as revised from time to time.

Section 8. “Common Areas” means all areas on the Site that are open or accessible to all tenants of the Site (such as grounds, but excluding interiors of Units).

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Section 9. “Extremely Low Income Household” means a household earning not greater than the extremely low income limit for Solano County, adjusted for household size, pursuant to Health and Safety Code Section 50106.

Section 10. “Household size appropriate to the unit ” shall be one person for a studio, two persons for a one-bedroom unit, three persons for a two-bedroom unit, and four persons for a three-bedroom unit.

Section 11. “Gross Income” means all payments from all sources received by a person (together with the gross income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) whether in cash or in kind as calculated pursuant to the Department of Housing and Urban Development (“HUD”) Regulations (24 C.F.R. § 813) and 25 California Code of Regulations Section 6914.

Section 12. “Low Income Household” means a household earning not greater than the low income limit for Solano County, adjusted for household size and not less than the upper bound of the extremely low income limit for Solano County, adjusted for household size, pursuant to Health and Safety Code Section 50106.

Section 13. “Median Income” or “Median Income for the Area ” means the median income for the Sites most recently determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, as amended, or, if programs under Section 8 are terminated, Median Income for the A rea determined under the method used by the Secretary prior to such termination. Such Median Income is published at 25 California Code of Regulations Section 6932, as modified from time to time.

Section 14. “Prescribed Income Levels” means the following:

Type Income of Household
as Percentage of AMI Number of Units
1BR/1BA 30% 17
2BR/1BA 30% 22
3BR/1.5 BA 30% 2
1BR/1BA 60% 1
2BR/1BA 60% 3
3BR/1.5 BA 60% 6

Section 15. “Regulatory Agreement ” means this Regulatory Agreement and any amendments, modifications or supplements.

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Section 16. “Rental Development” means the sixty -seven (67) Unit residential rental development on the Site.

Section 17. “Required Affordable Unit” means any of the fifty-one (51) of the dwelling units in the Rental Development, as constructed under the DLA, available to, occupied by, or held vacant for occupancy only by tenants qualifying as Extemely Low Income Households, and rented at Affordable Rent. (One dwelling unit shall be a manager’s unit.) Section 18. “Required Covenant Period” means the period commencing on the date all Required Affordable Units have been completed as evidenced by the issuance of a Final Certificate of Occupancy for the Rental Development, and ending as of the fifty- fifth (55th) anniversary thereof.

Section 19. “Site” means all of the real property and appurtenances as described in the Recitals above, including all structures and other improvements thereon, and those hereafter constructed.

Section 20. “Unit” means a dwelling unit on the Rental Development.

Section 21. “Year” means a calendar year, excepting that the last Year hereunder shall be deemed to end as of the expiration of this Regulatory Agreement.

ARTICLE II
LAND USE RESTRICTIONS; IMPROVEMENTS
Section 1. Uses. Developer shall develop the Approved Housing Development on the Site in conformity with the DLA. Thereafter, the Site shall be operated as an Affordable Housing Development and devoted only to the uses specified in the DLA for the periods of time speci fied herein. All uses conducted on the Site, including, without limitation, all activities undertaken by Developer pursuant to the DLA, shall conform to all applicable provisions of the C ity Code and the City Approvals.

The Site shall be used, maintained and operated in accordance with the DLA, the and this Regulatory Agreement for the Required Covenant Period. None of the units in the Rental Development shall at any time be utilized on a transient basis nor shall the Rental Development or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court or park. No part of the Site, from the date Developer acquired the Site, has been or will at any time be owned or used as a cooperative housing corporation or a community apartment project or a stock cooperative.

Section 2. Affordable Housing.

Affordability Restrictions. Throughout the Required Covenant Period, the Developer shall cause the Required Affordable Units to be rented in accordance with the definition of “Prescribed Income Levels” in Section 14 of Article I above at Affordable Rents.

Except to the extent prohibited by state or federal law or tax credit regulations, in the event a household’s income initially complies with the corresponding income restriction but the income of such household increases, such increase shall not be deemed to result in a violation of the restrictions of this Regulatory Agreement concerning limitations upon income of occupants, Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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provided that the next available unit is leased to an Extremely Low Income Houshold until compliance with the Prescribed Income Levels is achieved.

Duration of Affordability Requirements. The restrictions shall apply throughout the Required Covenant Period. All tenants residing in any Required Affordable Unit for which rents are limited by virtue of this Regulatory Agreement or pursuant to other regulation during the last two (2) Years o f the Required Covenant Period shall be given notice by Developer at least once every six (6) months prior to the expiration date of this requirement, that the rent payable on such Required Affordable Unit may be raised to a market rate rent at the end of the Required Covenant Period.

Selection of Tenants. Developer shall demonstrate to City that the proposed tenants of the Required Affordable Unit of the Extremely Low Income Units constitute Extremely Low Income Households.

Prior to the rental or lease of a Required Affordable Unit to a tenant, and as set forth in this Section 2 of Article II of this Regulatory Agreement, Developer shall require the tenant to execute a written lease and to complete an Income Verification cert ifying that the tenant(s) occupying the Unit is/are in the appropriate income category. Developer shall verify the income of the tenant(s).

Developer shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. Developer shall not apply selection criteria to Section 8 certificate holders which are more burdensome than criteria applied to any other prospective tenants.

Determination of Affordable Rent for the Required Affordable Units. The Required Affordable Units shall be rented or leased at Affordable Rent. The maximum monthly rental for the Required Affordable Units shall be adjusted annually as permitted by Section 50053 of the California Health and Safety Code based on the annua l adjustment to the Median Income for the Area established pursuant to Section 50093 of the California Health and Safety Code, as more particularly set forth in the Affordable Rent Worksheet.

Notwithstanding anything to the contrary herein, for so long as it is consistent with the published policies of HCD, any determination of Area Median Income under Section 2 with respect to any calendar year shall not be less than the Area Median Income determined under this Section 2 for the calendar year preceding the calendar year for which such determination is made.

DEVELOPER UNDERSTANDS AND KNOWINGLY AGREES THAT THE

MAXIMUM RENTAL FOR THE REQUIRED AFFORDABLE UNITS ESTABLISHED BY

THIS REGULATORY AGREEMENT IS SUBSTANTIALLY BELOW THE FAIR MARKET RENT FOR THE REQUIRED AFFORDABLE UNITS.

Section 3. Developer Verification and Program Compliance.

Income and Age Verification and Certification. Developer will obtain and maintain on file an Income and Age Verification from each tenant (for every Unit on the Site), dated immediately prior to the initial occupancy of such tenant in the Required Affordable Unit.

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On or before July 1 following the completion of the Development, Developer shall file with Authority or its designee a Certificate, containing all information required pursuant to Health and Safety Code Section 33418. Each Certificate shall cover the imme diately preceding Year.

Developer shall maintain on file throughout the Required Covenant Period each tenant’s executed lease and Income and Age Verification and rental records for the Required Affordable Units. Developer shall maintain complete and accurate records pertaining t o the Required Affordable Units, and will permit any duly authorized representative of City to inspect the books and records of Developer pertaining to the occupancy of the Required Affordable Units.

Developer shall prepare and submit to C ity annually commencing the June 15 first following the recording of the Regulatory Agreement and continuing throughout the Required Covenant Period, a Certificate of Continuing Program Compliance. Such documentation shall state for each Unit, the Unit size, the rental amount, the number of occupants, and the income of the occupants and any other information which may be used to determined compliance with the terms of this Regulatory Agreement.

In addition, as part of its annual report, at C ity’s request, but not less frequently than prior to each initial and subsequent rental of each Required Affordable Unit to a new tenant household (but not lease renewals) and annually thereafter, Developer shall also provide to C ity completed income computation, asset evaluation, and certification forms, for any such tenant or tenants, in substantially the form provided by C ity from time to time. Developer shall obtain an annual certification from each household of each Required Affordable Unit demonstrating that such household is an Extremely Low Income Household. Developer shall verify the income certification of each tenant household. Developer shall submit to City copies of any and all tenant income and occupancy certifications upon request of City. City may request (and Developer shall provide) additional documentation to assist City’s evaluation of Developer’s compliance with this Agreement, if determined to be necessary in the reasonable discretion of the City Manager , specifically including (without limitation) any documentation or additional certifications that may be necessary to verify compliance with all requirements from all funding sources, and each tenant’s status as to each Required Affordable Unit. This requirement is in addition to and does not replace or supersede Developer’s obligation to annually submit the Certificate of Continuing Program Compliance to City. Further, City has the right, but not the obligation to monitor compliance with respect to each tenant household at the Rental Development, and City’s election to monitor some, but not all, of the Units shall not constitute a waiver of C ity’s right to monitor and enforce compliance with respect to all Units in the future.

Verification of Income of New and Continuing Tenants. Gross income calculations for prospective (and continuing) tenants shall be determined in accordance with 25 Cal. Code Regs. Section 6914. Developer shall verify the income and information provided in the income certification of the proposed tenant as set forth below. (a) Developer shall verify the income of each proposed tenant of the Required Affordable Units and by at least one of the following methods as appropriate to the proposed tenant:
(i) obtain two (2) paycheck stubs from the person’s two (2) most recent pay periods;
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(ii) obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed; (iii) obtain an income verification certification from the employer of the person;
(iv) obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies; or
(v) obtain an alternate form of income verification reasonably requested by Authority, if none of the above forms of verification is available to Developer.

Verification Regarding Eligibility of New Tenants . Developer shall retain documentation regarding the eligibility of each new tenant household.

Reporting Amounts. In the event Developer fails to submit to City or its designee the Certification as required by Section 3(a), Developer shall be in noncompliance with this Regulatory Agreement.

Section 4. Management of the Rental Development.

Manager. The Rental Development shall at all times be managed by an experienced manager (the “Manager”) reasonably acceptable to the City, with demonstrated ability to operate residential developments like the Rental Development in a manner that will provide decent, safe, and sanitary housing. The Developer shall submit for the City’s approval the identity of any proposed Manager. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the C ity to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the City shall approve the proposed Manager by notifying Developer in writing.

Performance Review. The Developer shall cooperate with the C ity in an annual review of management practices, in connection with which the City shall have the right to review and approve the annual operations and management budget; provided, however, that the C ity reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the City to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement.

Replacement of Manager.
(i) If, as a result of the annual review, the C ity determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the requirements and standards of this Agreement, the C ity shall deliver notice to the Developer of its intention to cause replacement of the Manager. Within fifteen (15) days of receipt by the Developer of such written notice, the City and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Rental Development, including, without limitation, replacement of the Manager.
(ii) If, after such meeting, the City elects to proceed with the replacement of the Manager, the City shall so notify the Developer in writing within fifteen (15) days following the Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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meeting. Thereupon, the Developer shall promptly dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the C ity in its reasonable discretion. C ity shall have the right to disapprove the replacement Manager within thirty (30) days, and in such case Developer shall promptly dismiss the replacement Manager and appoint another replacement Manager meeting the standards for a Manager set forth in this sec tion and approved by the C ity in its reasonable discretion.

Notwithstanding the foregoing, the C ity’s approval rights shall be subject and subordinate to the rights of senior lender under the senior deed of trust. (iii) Any contract for the operation or management of the Property entered into by the Developer shall provide that the contract can be terminated as set forth above.

The Developer agrees that the Rental Development shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Rental Development.

Annual Inspection. Subject to the rights of the occupants of the Units, C ity shall have the right to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Developer is managing the Rental Development in accordance with the requirements of this Agreement.

Annual Budget . Developer shall submit or shall cause its Property Manager to submit to the City Manager on or before the completion of the Rental Development, and each anniversary thereof, an annual budget for the ongoing operation of the Rental Development for approval by City, which will not be unreasonably withheld. At the City’s request, delivered within thirty (30) days after receipt of the budget, each of Developer and the City shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses.

Management of Property . Developer shall be completely responsible for the management, administration and operation of the Rental Development including, but not limited to the hiring and discharge of employees, salaries and all other related Rental Development expenses, maintenance and repairs, including capital expenditures, the financial operations of the Rental Development, the rental and re- rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an Developer in a typical multi- family residential housing Rental Development.

Reserves. The Developer will maintain replacement reserves in accordance with the DLA and will not withdraw funds from such reserves without the consent of the C ity, which will not be unreasonably withheld, subject and subordinate to the rights of the senior mortgage lender.

Manager’s Failure to Perform. In the event the manager appointed by Developer for management of the Rental Development fails to perform the obligations imposed upon Developer by this Section, such failure shall constitute a default under Section 10 hereof, and if Developer shall fail to cure such default as provided in Section 10 hereof, then City shall have the Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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right, in addition to any other remedies of City, to require Developer, upon thirty (30) days’ prior written notice, to appoint a substitute management C ity, reasonably acceptable to both C ity and Developer, subject and subordinate to the rights of the senior mortgage lender.

Gross Mismanagement. During the Required Covenant Period, in the event of “Gross Mismanagement” (as defined below) of the Development, any acts of Gross Mismanagement shall cease immediately upon written notice from the City Manager , and any omissions constituting Gross Mismanagement shall be corrected within thirty (30) days after written notice from the City Manager. If such an act or omission is not timely ceased/cured, then, Developer shall within sixty (60) days replace the Property Manager with a new property manager reasonably acceptable to the City Manager, subject to the rights of the senior mortgage lender.

For purposes of this Agreement, the term “Gross Mismanagement” means management of the Development in a manner which materially violates the terms and/or intention of this Agreement to operate a first quality affordable housing complex, and shall include, but is not limited to, any one or more of the following:
(a) Leasing to tenants who exceed the Prescribed Income Levels; (b) Subject to fair housing laws, allowing tenants to exceed the prescribed occupancy levels without taking immediate action to stop such overcrowding; (c) Under-funding required reserve accounts;
(d) Failing to submit timely and/or adequate annual reports to Authority as required herein;
(e) Failing to comply with this Regulatory Agreement;
(f) Fraud or embezzlement of Development funds, including without limitation funds in the reserve accounts;
(g) Failing to fully cooperate with the Fairfield Police Department or other local law enforcement agency(ies) with jurisdiction over the Development, in maintaining a crime-free environment within the Development;
(h) Failing to fully cooperate with the Fairfield Fire Department or other local public safety agency(ies) with jurisdiction over the Development, in maintaining a safe and accessible environment within the Development; and
(i) Failing to fully cooperate with the Fairfield Planning and Building and Safety Department, or other local health and safety enforcement agency(ies) with jurisdiction over the Development, in maintaining a decent, safe and sanitary environment within the Development.

Developer is obligated and shall use commercially reasonable efforts to correct any defects in property management or operations at the earliest feasible time.

Code Enforcement . Developer acknowledges and agrees that C ity and its employees and authorized agents, shall have the right to conduct code compliance and/or code enforcement inspections of the Development and the individual dwelling units at the Development (and not limited to the Required Affordable Units), both exterior and interior, at reasonable times and upon reasonable notice (not less than 48 hours prior notice, except in an emergency) to Developer and/or an individual tenant. If such notice is provided by Authority representative(s) Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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to Developer, then Developer shall immediately and directly advise any affected tenant of such upcoming inspection and cause access to the area(s) and/or Units at the Rental Development to be made available and open for inspection. Developer shall include express advisement of such inspection rights within the lease/rental agreements for each Unit in the Development in order for each and every tenant and tenant household to be aware of this inspection right. The foregoing portion of this Section 5 is without limitation as to the exercise of police powers by City.

Section 6. Parking of Vehicles. Developer shall not permit the parking, storing or keeping of any vehicle except wholly within the parking areas designated for the Required Affordable Units.

Developer shall not permit the parking, storing or keeping of any large commercial type vehic le (dump truck, cement mixer truck, oil or gas truck, etc.), or any recreational vehicle over twenty (20) feet in length (camper unit, motor home, trailer, mobile home or other similar vehicle), boats over twenty (20) feet in length, or any vehicle other t han a private passenger vehicle, upon any portion of the Common Areas, including parking spaces. For purposes of this section, a pickup truck with a pickup bed mounted camper shall be considered a private passenger vehicle; provided however, that no such vehicle shall be used for residential purposes while parked on the premises.

Developer shall not permit major repairs or major restorations of any motor vehicle, boat, trailer, aircraft or other vehicle to be conducted upon any portion of the Common Area, including the parking areas, except for emergency repairs thereto and then only to the extent necessary to enable movement of the vehicle to a proper repair facility. No inoperable vehicle shall be stored or kept in the Common Area. Developer shall give the vehicle owner not less than four (4) days, nor more than seven (7) days’ notice and an opportunity to remove any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement. Notice shall consist minimally of a reasonably diligent attempt to personally notify the vehicle owner or alternatively leaving written notice on the subject vehicle. After due notice and opportunity have been given to the vehicle owner, Developer shall have the right to remove, at the vehicle owner’s expense, any vehicle parked, stored or kept in violation of the provisions of this Regulatory Agreement.

Section 7. Maximum Occupancies. No persons shall be permitted to occupy any Apartment within the Rental Development in excess of applicable limit of maximum occupancy set by the City of Fairfield and the laws of the State of California.

Section 8. Signs Required. “No loitering” signs will be posted at each building and enforced by Developer. “Illegally parked vehicles will be towed” signs in compliance with California Vehicle Code requirements will be posted and enforced by Developer.

Section 9. Fences and Electronic Installations . Developer shall not install or knowingly permit to be installed on the exterior of any improvement or building on any fences or any antenna or other television or radio receiving device, excepting satellite dishes having a diameter of eighteen inches (1 8”) or less, without prior written consent of C ity. This prohibition shall not prohibit the installation of cable television or subscription wires or receiving devices.

Section 10. Structural Change. Nothing shall be done on the Site in, on or to any building which would materially structurally change the exterior or the interior bearing walls of any such building or structure without the prior written consent of the City and any such changes shall be in compliance with all applicable laws including any required permits and ordinances of the C ity.

Nothing herein shall affect the rights of Developer to repair, alter or construct improvements on the buildings on the Site unless such repair, alteration or improvement would impair the structural Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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integrity and/or exterior appearance of said buildings. Nothing herein shall be deemed to prohibit work ordered to be performed by the City building official.

Section 11. Compliance with Laws . Developer shall comply with all applicable laws in connection with the development and use of the Site, including without limitation the Fair Housing Act (42 U.S.C. § 3601, et seq., and 24 C.F.R. § 100.300, et seq.) . Developer is a sophisticated party, with substantial experience in the acquisition, development, financing, obtaining financing for, marketing, and operation of affordable housing projects, and with the negotiation, review, and preparation of agreements and other documents in connection with such activities. Developer is familiar with and has reviewed all laws and regulations pertaining to the acquisition, development and operation of the Rental Development and has obtained advice from any advisers of i ts own choosing in connection with this Agreement.

ARTICLE III
DUTIES OF DEVELOPER: SPECIFIC MAINTENANCE RESPONSIBILITIES Section 1. Exterior Building Maintenance. All exterior, painted surfaces shall be maintained at all times in a clean and presentable manner. Any defacing marks shall be cleaned or removed within a reasonable period of time as set forth herein.

Section 2. Front and Side Exteriors . Developer shall at all times maintain the front exterior and yard in a clean, safe and presentable manner, free from defacing marks or any disrepair and any visible side exteriors. Developer shall hire maintenance personnel to maintain and/or repair any front exterior or yard or visible side yard and exterior of any lot or building.

Section 3. Graffiti Removal. All graffiti, and defacement of any type, including marks, words and pictures must be removed and any necessary painting or repair completed by the later to occur of (i) seventy -two (72) hours of their creation or (ii) seventy- two (72) hours after notic e to Developer.

Section 4. Driveways. All driveways must be paved and maintained with impervious material in accordance with the City Code. In addition, all water must be made to drain freely to the public part of the waterway without any pooling.

Section 5. Exterior Illumination. Developer shall at all times maintain adequate lighting in all entrance ways and parking areas. Adequate lighting means outdoor, night lighting designed and installed, which provides no less than one (1.0) foot candles in the parking areas and no less than one and one-half (1-1/2) foot candles in the walking areas or common areas and no less than 0.2 foot candles at the point of least illumination.

Section 6. Front Setbacks . All front setback areas that are not buildings, driveways or walkways shall be adequately and appropriately landscaped in accordance with minimum standards established by City and shall be maintained by Developer. The landscaping shall meet minimum standards set from time to time by City.

Section 7. Trash Bins. All trash shall be collected and placed at all times in an enclosable bin to be placed in a designated refuse/trash bin area. The designated area shall be located so that the bin will, to the extent possible, be readily accessible from the street.

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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ARTICLE IV

OBLIGATION TO MAINTAIN, REPAIR AND REBUILD
Section 1. Maintenance. If, at any time, Developer fails to maintain the Rental Development or any portion thereof, and said condition is not corrected after the expiration of forty- five (45) days from the date of written notice from C ity to Developer, C ity may perform the necessary maintenance and Developer shall pay such costs as are reasonably incurred for such maintenance.

Payment shall be due within fifteen (15) days of receipt of an invoice from City.

City hereby agrees that any cure of any default made or tendered by Developer’s limited partners who shall have been identified in writing by Developer to C ity and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided City shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.

Developer agrees to assume full responsibility for the operation and maintenance of the Rental Development throughout the Required Covenant Period without expense to City, and to perform all repairs and replacements necessary to maintain and preserve the Rental Development and the Site in good repair, in a neat, clean, safe and orderly condition reasonably satisfactory to City and in compliance with all applicable laws. Developer agrees that C ity shall not be required to perform any maintenance, repairs or services or to assume any expense in connection with the Rental Development and the Site. Developer hereby waives all rights to make repairs or to cause any work to be performed at the expense of City as provided for in Section 1941 and 1942 of the California Civil Code.

The following standards shall be complied with by Developer and its maintenance staff, contractors or subcontractors:
(1) Developer shall maintain the Rental Development, including individual Required Affordable Units, all common areas, all interior and exterior facades, and all exterior project site areas, in a safe and sanitary fashion suitable for a high quality, rental housing project.

Developer agrees to provide utility services, administrative services, supplies, contract services, maintenance, maintenance reserves, and management for the entire project including interior tenant spaces, common area spaces and exterior common areas. The services provided by Developer shall include, but not be limited to, providing all common area electricity, gas, water, property, fire and liability insurance in the amounts set forth in this Regulatory Agreement, all property taxes and personal property taxes, any and all assessments, maintenance and replacement of all exterior landscaping, and all administration and overhead required for any property manager. (2) Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing, edging, and trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe roa d conditions and visibility, and optimum irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(3) Clean-up maintenance shall include, but not be limited to: maintenance of all private paths, parking areas, driveways and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter w hich is unsafe or Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cutt ings, weeds, leaves and other debris are properly disposed of by maintenance workers.
(4) The Rental Development shall be maintained in conformance and in compliance with the approved construction and architectural plans and design scheme, as the same may be amended from time to time with the approval of City. (5) All maintenance work shall conform to all applicable federal and state Occupational Safety and Health Act standards and regulations for the performance of maintenance. (6) Any and all chemicals, unhealthful substances, and pesticides used in and during maintenance shall be applied only by persons in strict accordance with all governing regulations.
(7) Parking lots, lighting fixtures, trash enclosures, and all areas shall be kept free from any accumulation of debris or waste materials by regularly scheduled maintenance.

Section 2. Damage and Destruction Affecting Development - Developer’s Duty to Rebuild.

If all or any portion of the Site and the improvements thereon is damaged or destroyed by fire or other casualty, Developer shall promptly proceed to obtain insurance proceeds and subject to the terms of the senior loan secured by the Site and improveme nts, take all steps necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to promptly and diligently commence the repair or replacement of the Rental Development to substantially the same condition as the Rental Development is required to be constructed pursuant to the DLA, subject to the sufficiency of the insurance proceeds to cover the actual cost of repair, replacement, or restoration, and Developer shall complete the same as soon as possible thereafter so that the Rental Development can be occupied as an affordable housing project in accordance with the DLA. In no event shall the repair, replacement, or restoration period exceed eighteen (18) months from the date Developer obtains insurance proceeds unless the City Manager , in his or her reasonable discretion, approves a longer period of time, subject to the terms of the senior loan secured by the Site and improvements. If the then- existing laws of any other governmental agencies with jurisdiction over the Site do not permit the repair, replacement, or restoration, Developer may elect not to repair, replace, or restore the Rental Development by giving notice to C ity (in which event the insurance proceeds shall be treated as Residual Receipts and shall be distributed to the Parties in accordance with the terms of the City Loan entered pursuant to the DLA, and Developer shall be required to remove all debris from the Site) or Developer may reconstruct such other Rental Development on the Site as is consistent with applicable land use regulations and approved by City, and any other governmental agency or agencies with jurisdiction, and C ity may pursue remedies of its choosing under this Agreement, including without limitation termination of the DLA and accelerating the payment of the City Loan in accordance with the terms of the City Loan.

In furtherance of the requirements of this Section 2, Developer shall keep the construction on the Site insured by carriers at all times reasonably satisfactory to C ity against loss by fire and such other hazards, casualties, liabilities and contingencies as included within an all risk extended coverage hazard insurance policy, in an amount of the full replacement cost of the constructions.

In the event of loss, Developer shall give prompt notice to the insurance carrier and to Authority.

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If the Site is abandoned by Developer, or if Developer fails to respond to City within thirty (30) days from the date notice is mailed by City to Developer that the insurance carrier offers to settle a claim for insurance benefits, City is authorized to collect and apply the insurance proceeds at City’s option either to restoration or repair of the Site.

Section 3. Variance in Exterior Appearance and Design. In the event the Rental Development sustains substantial physical damage due to a casualty event, Developer may apply to C ity for approval to reconstruct, rebuild or repair in a manner which will provide different exterior appearance and lot design from that which existed prior to the date of the casualty.

Section 4. Time Limitation. Upon damage to the Site or the Rental Development or other improvements, subject to the requriements of the Senior Project Lender and the receipt and sufficiency of insurance proceeds, Developer shall be obligated to proceed with all due diligence hereunder and commence reconstruction within twelve (12) months after the damage occurs and complete reconstruction within twenty -four (24) months after damage occurs or demolition and vacate within twenty -four (24) months, unless prevented by causes beyond thei r reasonable control, in which event reconstruction shall be commenced and completed at the earliest feasible time unless otherwise agreed to by the parties.

ARTICLE V

ENFORCEMENT
Section 1. Remedies. Breach of the covenants contained in the Regulatory Agreement may be enjoined, abated or remedied by appropriate legal proceeding by C ity. No remedies shall be instituted until the party complaining of a violation has provided written notice to the other party and such party has failed to cure the alleged violation within thirty (30) days after delivery of the written notice, provided that if the default is a default other than the violation of Article II, Section 2, Developer shall not be in default so long as Developer commences the cure within such 30 days and thereafter diligently prosecutes the cure to completion and completes the cure within one hundred and twenty (120) days after delivery of the notice. C ity hereby agrees that any cure of any default made or tendered by Developer’s limited partners who shall have been identified in writing by Developer to City and shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer; provided C ity shall have received written notice by Developer of the identity of, and address for notices for, such limited partners and a copy of the applicable limited partnership agreement and amendments showing they are limited partners.

This Regulatory Agreement does not in any way infringe on the right or duties of C ity to enforce any of the provisions of the C ity Code including, but not limited to, the abatement of dangerous buildings.

Section 2. Nuisance. The result of every act or omission whereby any of the covenants contained in this Regulatory Agreement are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owner or its successors in interest, without derogation of City’s rights under law.

Section 3. Right of Entry. In addition to the above general rights of enforcement, C ity shall have the right through its agents and employees, to enter upon any part of the project area for the purpose of enforcing the California Vehicle Code, and the ordinances and other regulations of Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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City, and for maintenance and/or repair of any or all publicly owned utilities. In addition, City has the right of entry at reasonable hours and upon and after reasonable attempts to contact Developer, on any lot to effect emergency repairs or maintenance which Developer has failed to perform.

Subsequent to sixty (60) days written notice to Developer specifically outlining Developer’s noncompliance, City shall have the right of entry on the Site at reasonable hours to enforce compliance with this Regulatory Agreement which Developer has failed to perform. This Section 3 is without limitation as to the exercise of police powers of City.

Section 4. Costs of Repair . The costs borne by C ity for any such repairs or maintenance emergency and/or non- emergency, shall become a charge for which Developer shall be responsible.

Section 5. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this Regulatory Agreement shall be deemed cumulative, and none of such remedies shall be deemed exclusive.

Section 6. Failure to Enforce. The failure to enforce any of the covenants contained in this Regulatory Agreement shall not constitute a waiver of the right to enforce the same thereafter.

Section 7. Enforcement and Nonliability. City may from time to time make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this Regulatory Agreement.

However, City will not be subject to any liability for failure to affirmatively enforce any provision of this Regulatory Agreement.

ARTICLE VI

GENERAL PROVISIONS
Section 1. Covenant Against Partition. By acceptance of its interest in the Site, Developer shall be deemed to covenant for itself and for its heirs, representatives, successors and assigns, that it will not institute legal proceedings or otherwise seek to effect partition of its right and interest in the interest being conveyed to Developer, or the burdens running with the land as a result of this Regulatory Agreement.

Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect.

Section 3. Term. This Regulatory Agreement shall run with and bind the interest of Developer in the Site, and shall inure to the owner(s) of any property subject to this Regulatory Agreement, his legal representatives, heirs, successors and assigns, and as provided in A rticle VI, Sections 2 and 3, be enforceable by City, for a term equal to the Required Covenant Period as defined herein, provided; however, that the covenants regarding nondiscrimination set forth in Section 4 of Article II of this Regulatory Agreement shall remain in effect for perpetuity.

Section 4. Construction. The provisions of this Regulatory Agreement shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of the Required Affordable Units available at Affordable Rent for Extremely Low Income Households, and, to the extent provided herein, Low Income Households in conformity with the Prescribed Income Levels. The article and section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction.

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Developer shall be obligated by this Regulatory Agreement to comply with the provisions hereof.

In the event of conflict, Developer shall comply with the most stringent requirements, in each case.

Section 5. Amendments. This Regulatory Agreement may be amended only by the written agreement of Developer and City.

Section 6. Encroachments. None of the rights and obligations of Developer created herein shall be altered in any way by encroachments due to settlement or shifting of structures or any other cause. There shall be valid easements for the maintenance of said encroachments so long as they shall exist; provided, however, that in no event shall a valid easement for encroachment be created in favor of Developer if said encroachment occurs due to the willful conduct of said Developer.

Section 7. Notices. Any notice permitted or required to be delivered as provided herein to Developer shall be in writing and may be delivered either by reputable overnight service or certified mail to its address on the first page hereof, and shall be effective as of one business day after delivery to the messenger service for overnight delivery, or the date of delivery or attempted delivery shown on the return receipt. Such address may be changed from time to time by notice in writing.

Section 8. Notice of Transfer of Title; Notice of Property Manager. Developer shall promptly notify City in writing of the identity and address for notices for the initial Property Manager and any replacement thereof, and Developer shall also promptly notify the C in writing of any conveyance of the Approved Housing Development, including the name of any buyer and the address for notices of the buyer.

DEVELOPER:
,
a
By:

Name:

Title:

CITY:

CITY OF FAIRFIELD,
a California municipal corporation
By:

Name: David Gassaway
Title: City Manager

ATTEST:

By:

Karen L. Rees, City Clerk

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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EXHIBIT A

LEGAL DESCRIPTION OF THE SITE
The land referred to is situated in the County of Solano, City of Fairfield, State of California, and is described as follows:

LOT 18, AS SHOWN ON THAT CERTAIN MAP ENTITLED, “MAP OF LOCKE -PADDON COLONY NO. 5”, FILED FOR RECORD IN THE OFFICE OF THE COUNTY RECORDER OF DECEMBER 6, 1912 IN BOOK 4 OF MAPS, PAGE 17, SOLANO COUNTY RECORDS.

EXCEPTING THEREFROM:

ALL THAT PARCEL OF LAND DESCRIBED IN THE DEED TO HILARION ANGELES AND LOURETTA G. ANGELES, HIS WIFE, RECORDED OCTOBER 10, 1940 IN BOOK 222 OF OFFICIAL RECORDS AT PAGE 250, INSTRUMENT NO. 6958.

APN: 0034-150-100
and;
PARCEL ONE:

Lot 18, as shown on that certain Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps, Page 17, Solano County Records, described as follows:

Beginning on the East line of the parcel of land described as Parcel 1 in the Deed from Walter C.

Klein, et ux, to Hermosa Homes, Inc., dated August 11, 1958, recorded August 25, 1958, in Book 938 of Official Records, Page 396, Instrument No. 13649, distant thereon North 0° 52’ West, 168.009 feet from the Southeast corner thereof; thence from said point of beginning North 0° 52’ West, along said East line, 100.191 feet to the Northwest line of said Lot 18, said Northwest line being the Southeasterly line of the Sacramento Northern railway right of way; thence North 60° 26’ East, along the Northwest line of said Lot 18, 102.56 feet to the East line of the parcel of land described in the Deed from Joseph Musso, et al, to Fred Klein, dated April 16, 1952, recorded April 18, 1952, in Book 619 of Official Records, Page 21, Instrument No. 5449; thence South 0° 52’ East, along said East line, 151.991 feet to a point that bears South 89° 27’ East from the point of beginning; thence North 89° 27’ West, 90 feet to the point of beginning.

PARCEL TWO:

An easement for ingress and egress, granted in the Deed from Hermosa Homes, Inc., to Walter C.

Klein, et ux, dated February 1, 1965, in Book 1320 of Official Records, Page 340, Instrument No. 2774, over that portion of Lot 18 as shown on the Map of Locke -Paddon Colony No. 5, filed December 6, 1912 in Book 4 of Maps at Page 17, described as follows:

Commencing on the South line of said Lot 18, distant thereon South 89° 27’ East, 83.5 feet from the Southwest corner of said Lot; thence from said point of commencement South 89° 27’ East,

11.5 feet; thence North 0° 52’ West, 90 feet to the actual point of beginning of the herein described Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731

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parcel of land; thence from said point of beginning North 0° 52’ West to a point in a line which is parallel with and one foot distant, measure at right angles, Southeasterly from the Northwest line of said Lot 18; thence South 60° 26’ West, along said parallel line to a line which is parallel with and distant 11.5 feet Easterly at right angles from the Court first hereinabove mentioned as having a bearing of North 0° 52’ West; thence along said last mentioned parallel line South 0° 52’ East to a point that bears North 89° 27’ East from the point of beginning; thence South 89° 27’ East, 11.5 feet to the point of beginning.

PARCEL THREE:

An easement for ingress and egress over the following described property, being a portion of Lot 18, Locke Paddon Colony Unit No. 5, filed for record December 6, 1912, in Book 4 of Maps, Page 17, in the Office of the County Recorder of Solano County:

Beginning at a point in the South line of said Lot which point is South 89° 27’ East a distance of

83.5 feet from the Southwest corner of said Lot; thence continuing along the South line South 89° 27’ East a distance of 11.5 feet; thence North 0° 52’ West 90 feet; thence North 89° 27’ West 11.5 feet; thence South 0° 52’ East 90 feet to the point of beginning.

PARCEL FOUR:

An easement for ingress and egress over that portion of Lot 18, as shown on the Map of Locke - Paddon Colony No. 5, filed on December 6, 1912, in Book 4 of Maps at Page 17, described as follows:

Beginning on the South line of said Lot 18, distant thereon South 89° 27’ East, 95 feet from the Southwest corner thereof; thence from said point of beginning North 0° 52’ West, 168.009 feet; thence South 89° 27’ East, 12.5 feet; thence South 0° 52’ East, 168.009 feet to the South line of said Lot 18; thence North 89° 27’ West, along said South line, 12.5 feet to the point of beginning.

APN: 0034-150-240

Docusign Envelope ID: E184E2A9-86A8-826F-837C-E16573E69731