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HomeMy WebLinkAbout7.1 Dublin Crossings Community Facilities Dist Form or nU,�� 19 82 STAFF REPORT CITY CLERK CITY COUNCIL File #360-10 DATE: April 21, 2015 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager " SUBJECT: Community Facilities District Formation Prepared by Colleen Tribby, Administrative Services Director EXECUTIVE SUMMARY: The City Council will consider various actions in preparation of a Community Facilities District at the Dublin Crossing project location. FINANCIAL IMPACT: The adoption of these resolutions has no direct fiscal impact on the City. The costs associated with the formation of a Community Facilities District are borne entirely by the developer, SunCal. The Community Facilities District will be self-sustaining, including compensation for the administrative burden of managing it. RECOMMENDATION: Staff recommends that the City Council adopt the following Resolutions continuing the process to create a Community Facilities District under the Mello-Roos Community Facilities District Act of 1982, to be designated City of Dublin Community Facilities District No. 08-1 (Dublin Crossing): 1. A Resolution Approving Boundary Map, including Exhibit A: Proposed Boundaries of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing); 2. A Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes ("Resolution of Intention"), including Exhibit A: Special Tax; Exhibits B through F, Rate and Method of Apportionment for Improvement Areas 1 — 5; and Exhibit G: Incidental Expenses and Costs of Issuance of Obligations; and 3. A Resolution Declaring Intention to Incur Indebtedness. Reviewed By Assistant City Manager Page 1 of 5 ITEM NO. 7.1 DESCRIPTION: In November 2013, the City Council adopted the Dublin Crossing Specific Plan (DCSP) relating to the private development of approximately 189 acres on a portion of the Parks Reserve Forces Training Area (Camp Parks) in the City of Dublin. The DCSP includes provisions for the demolition of existing building and other improvements on the site and construction of a residential mixed-use project with up to 1,995 single- and multi-family residential units; up to 200,000 square feet of retail, office and/or commercial uses; a 30-acre Community Park; a 5- acre Neighborhood Park, and a 12-acre school site. The City Council also approved a development agreement (DA) with Dublin Crossing Venture LLC (SunCal) related to the Dublin Crossing project. The DA outlines SunCal's intention to propose the formation of a Community Facilities District (CFD), or districts, by the City pursuant to the Mello-Roos Community Facilities Act of 1982 (Mello-Roos Act) to finance public facilities. A CFD is a defined geographic area in which the City is authorized to levy annual special taxes to be used to either finance directly the costs of specified public improvements, or to pay debt service on bonds issued to finance the public improvements, as well as to pay costs of administering the CFD. CFD formation can be initiated either by a local agency or via a written petition from the registered voters or owners within a proposed district. While the City is not ultimately obligated to approve the CFD, the DA specifies that, upon receipt of a landowner's petition to form a CFD, the City must use its best efforts to commence proceedings to form a CFD. In preparation to receive SunCal's petition, City Staff has been working with a team of consultants to commence CFD formation proceedings. In January 2015, the City Council adopted Local Goals and Policies guiding the City's use of the Mello-Roos Act, and approved a Deposit and Reimbursement Agreement with SunCal to provide a mechanism for using developer funds to cover City costs related to CFD formation proceedings. SunCal has now taken ownership of a portion of the first of five improvement areas (designated Improvement Area 1-A) planned for the property, and has filed a landowner petition (Attachment 1) with the City Clerk to form a CFD in that area, with the remaining improvement areas designated as territory to be annexed into the CFD in the future. A description of the public improvements proposed to be financed through the CFD is included in Attachment 3, Exhibit A. The next step in the CFD formation process is for the City Council to consider the adoption of the resolutions described below, which establish the guidelines for the Dublin Crossing CFD. Should the City Council approve these items, a Public Hearing and special landowner election will be scheduled in June 2015 to take testimony and to request completion of the CFD formation process. Actions for City Council Consideration 1. Adopt a Resolution Approving Boundary Map (Attachment 2) This Resolution designates the initial CFD area (Improvement Area 1) as the "Community Facilities District No. 2015-1 (Dublin Crossing)" (CFD No. 2015-1), and designates certain additional land as Future Annexation Area. 2. Adopt a Resolution of Intention (ROI) to form the CFD (Attachment 3) This Resolution establishes the City's intention to form the CFD in the area designated by the Boundary Map and describes the public facilities proposed to be financed by the CFD (Exhibit A to the Attachment 3) pursuant to the Act. Page 2 of 5 Furthermore, the ROI governs the levy of special taxes, using a calculation called the Rate and Method of Apportionment (RMA), prepared by Goodwin Consulting Group. A separate RMA has been prepared for each Improvement Area in the project, and will be applicable to each Improvement Area as it is annexed into the CFD. As spelled by the Development Agreement between the City of Dublin and SunCal, the maximum effective tax rate for the Dublin Crossing CFD (all Improvement Areas) is set at 1.75% of the unit sales price. Simply put, the initial rate is the difference between 1) all existing ad valorem tax rates and special assessments or direct charges (excluding waste management charges and sewer charges that appear on property tax bills); and 2) the 1.75% maximum rate. The special tax also incorporates an automatic 2% annual escalator, meaning that the CFD assessment, once set, will increase 2% each year, regardless of adjustments to the unit's assessed valuation or to direct charges. Based on the average anticipated home prices in the CFD, the following is an estimate of the total tax burden on the homeowner in the first year: Multi- Multi- Single Family Family Family < 2,650 sf > 2,800 Sf >2,300 sf Horne pace $ 593,000 $ 733,000 $ 874,000 Ad Valorem Taxes General Tax 1.0000% $ 5,930 7,330 , 8,740 School Unfied 0.1077% $ 639 $ 739 941 School Comm College 0.0217% $ 129 $ 159 190 Zane 7 0.0250" $ 148 183 $ 219 BART 0.0045% 27 $ 33 39 Fast Bay Regional Parr 0.0085% $ 50 62 $ 74 2.2674/ $ 6,923 $ 8,557 $ 10,203 Existing Direct Charges 184 $ 184 184 Proposed CFD Tax $ 3,271 $ 4,086 $ 4,908 Total Taxes 2.75% $ 20,378 $ 22,828 $ 25,295 Finally, the Resolution of Intention sets June 27 2015 as the date for the City Council to conduct a Public Hearing and special election on the matter, and describes the thresholds for voter approval or rejection of the CFD. In this case, as SunCal is the sole owner of the subject property, and the City has confirmed that there are no registered voters residing on the property, the CFD would be approved. Page 3 of 5 3. Adopt a Resolution Declaring Intention to Incur Indebtedness (Attachment 4). This Resolution declares the necessity to incur indebtedness to finance the identified public facilities and identifies a maximum proposed debt amount of up to $150 million to be considered at the public hearing. The proposed debt amount includes a portion of the cost of authorized capital improvements and fees, related incidental expenses of the authorized improvements, the cost of legal proceedings for CFD formation, bond reserve funds, the costs of debt issuance, and the on-going costs of administration of CFD No. 2015-1. The proposed $150 million is allocated among the Improvement Areas as follows: a. For Improvement Area No. 1: $46 million b. For Improvement Area No. 2: $34 million c. For Improvement Area No. 3: $23 million d. For Improvement Area No. 4: $12 million e. For Improvement Area No. 5: $35 million This estimated allocation is based upon present assumptions regarding which portions of the territory comprising the Future Annexation Area will be annexed into the respective Improvement Areas, and how those portions of the territory will be developed. The allocation is subject to modification if those assumptions change, provided that the total maximum principal amount of the proposed debt remains at $150 million. Next Steps Should the City Council approve the ROI and Resolution Declaring Intention to Incur Indebtedness, the City Clerk will notice the Public Hearing for June 2, 2015 when the City Council will take the following actions- 1. Hold Public Hearing 2. Adopt Resolution of Formation of the CFD 3. Adopt Resolution Deeming it Necessary to incur Bonded Indebtedness 4. Adopt Resolution Calling the Election 5. Conduct Landowner-Voter Election 6. Adopt Resolution Declaring Election Results 7. Introduce Ordinance Levying Special Tax (First Reading) Following the June 2, 2015 meeting, City Staff will continue the various administrative actions required to complete CFD formation and to levy the special tax. At a future meeting, the City Council will adopt the Ordinance Levying Special Tax. Finally, as SunCal coordinates for the construction work to begin on Improvement Area 1-A, City Staff will work with bond counsel on the next set of actions needing City Council approval, which will be various resolutions required for a bond sale. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Landowner Petition to Form a Community Facilities District - Exhibit A: Exhibit Map - Exhibit B: List of Authorized CFD Public Improvements Page 4 of 5 2. Resolution Approving a Boundary Map - Exhibit A: Proposed Boundaries of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) 3. Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes ("Resolution of Intention") - Exhibit A: Description of Authorized CFD Public Improvements - Exhibits B through F: Rate and Method of Apportionment for Improvement Areas 1 — 5 - Exhibit G: Incidental Expenses and Costs of Issuance of Obligations 4. Resolution Declaring Intention to Incur Indebtedness Page 5 of 5 PETITION FOR ESTABLISHMENT OF A COMMUNITY FACILITIES DISTRICT and FOR DESIGNATION OF FUTURE ANNEXATION AREA PURSUANT TO THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 TO THE CITY COUNCIL OF THE CITY OF DUBLIN: Pursuant to Sections 53318 and 53319 of the California Government Code,Dublin Crossing Venture LLC, a Delaware limited liability company (the "Developer"), hereby represents and petitions as follows: 1. The Developer is the sole owner of all of the real property situated within the proposed boundaries of Improvement Area No. l (the"Improvement Area No.1 Property"),as shown on the exhibit map attached hereto as Exhibit A and made a part hereof, all of which real property is situated within the incorporated area of the City of Dublin (the "City"). 2. The Developer hereby represents and warrants to the City that,to the knowledge of the undersigned officer of the Developer, there are no persons, whether individuals or otherwise, residing on or otherwise inhabiting either (a) any of the Improvement Area No. 1 Property or (b) any of the real property shown on Exhibit A with a cross-hatch pattern to identify it as the Future Annexation Area(the"Future Annexation Area"),all of which real property is situated within the incorporated area of the City. 3. The Developer hereby petitions the City Council of the City(the"City Council")to do the following: a. to initiate and conduct legal proceedings pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982,being Chapter 2.5,Part 1,Division 2,Title 5 of the Government Code of the State of California(the"Act"),to establish a community facilities district 1 to be known as "City of Dublin Community Facilities District No. 2015-1 {Dublin Crossing)" ("CFD No.2015-1") to encompass the ImprovementArea No. 1 Property shown on ExhibitA for the purpose of financing the acquisition and construction of the public capital facilities and fees(the "Authorized CFD Public Improvements") described in Exhibit B, attached hereto, and related incidental expenses of the proceedings and special tax bond financing; b. to initiate and conduct legal proceedings pursuant to Article 3.5 of the Act, beginning with Section 53339 thereof("Article 3.5"),to designate the cross-hatched area shown on Exhibit A as Future Annexation Area, which shall thereby enable, from time to time, the future annexation of all or any portions of the Future Annexation Area to existing or additional improvement areas of CFD No. 2015-1 without further hearing or further action by the City Council, upon receipt of written unanimous consent and landowner-voter approval of the then owner of such portion of the Future Annexation Area requesting annexation,whether that be the Developer or Developer's successor in interest to such portion of the Future Annexation Area,all as prescribed by and in conformity with the provisions of Article 3.5; C. to conduct a landowner-voter election in accordance with the Act to obtain. authorization (1) to levy a special tax (the "Facilities Special Tax") on the non-exempt property located within the Improvement Area No. 1 Property of CFD No. 2015-1 and (2) to issue special tax bonds,all as shall be more fully established during the course of the requested legal proceedings for establishment of CFD No. 2015-1; and d. to conduct proceedings for the items described in (a) through (c) above consistent with Exhibit G of the Development Agreement by and between the City and the Developer relating to the Dublin Crossing Project, dated November 19, 2013. 2 4. Upon successful completion of the legal proceedings for (1) the establishment of CFD No. 2015-1 and the designation of Improvement Area No. 1, (2) the authorization of annexation of sequential portions of the Future Annexation Area and (3) the subject landowner- voter election, the Developer anticipates that it will request annexation of portions of the Future Annexation Area as such portions are acquired by the Developer, and that the Developer will request that the requested annexation property be annexed to an existing improvement area or be included in one or more additional improvement areas within CFD No. 2015-1,and that each new improvement area will have its own rate and method of apportionment of special tax and bond authorization. The Developer desires that each improvement area within CFD No. 2015-1 be authorized to finance all of the Authorized CFD Public Improvements. Within each improvement area, from time to time and in one or more series, the Developer will request that the City Council issue special tax bonds to finance the Authorized CFD Public Improvements and the related incidental expenses of the proceedings and bond financing. 5. In connection with establishing the special tax rates for any improvement area, the Developer requests and consents to including a provision for the annual increase in the special taxes by two percent (2%) per year. 6. To expedite the completion of the proceedings for the formation of CFD No.2015- 1 and the designation of Improvement Area No. 1 and the authorization to levy special taxes therein and to issue bonds therein, the Developer, as the 100% owner of the Improvement Area No. 1 Property,hereby waives all notices of hearings (other than published notices required under the Act) and all notices of election, all applicable waiting periods under the Act for the elections, all ballot analysis and arguments for the elections and all requirements as to the form of the ballots. 3 7. Compliance with the provisions of subsection (d) of Section 53318 of the Act has been accomplished by a deposit of funds by the Developer with the City, made not later than the date of submission of this petition to the City Clerk, pursuant to a Deposit and Reimbursement Agreement, between the City and the Developer, to pay the estimated costs to be incurred by the City, prior to issuance of special tax bonds, in conducting proceedings for establishment of CFD No. 2015-1. Dated: April 15, 2015 Respectfully submitted, Dublin Crossing Ve ture LLC, a Delaw�e limit d ility company By: �� Name:` '� V /^�o r` Title: 4 Exhibit A PROPOSED BOUNDARY MAP A-1 aeob �°oiavae 8 W LCJ W O O IL N o CID oFO P11,P o o W aeob a�b3,+orao W � U' O d � as lLJ Q E a E" w a�qq 2 O -. Q 0.' t7 �4ox 07oNbt� ,� z ZnNZnV�0)1NOW tS 9 m E E � til i � 3EXOH NO?ll N W U I d U I 2 �OAG V SNIH3.OH ir ° O a w € °mom V g p Z l(b 3n (I O p ~ � 2 Z w I � ° 5nN5nV M0771,:,J000J W ° , 5nAGA V Z30AtVWYZd rgr¢w2°� W ZnNZn V GAWAY I Z Z m o m a c w�ffi�o WH Z��`g Z 41�4 2n� I � 6 LMG-Ar SIAM I z w U�ONU°° I U ° 2 0 z— S70 Y YR 5nN5ne swe0V U I UUU�I I� I 6�0 LNZHOn00 a W 2° J ° I Exhibit B LIST OF AUTHORIZED CID PUBLIC IMPROVEMENTS The following on-site and off-site improvements and capital fees required as a condition of developing the Dublin Crossing project are the Authorized CFD Public Improvements that are eligible to be financed by CFD No. 2015-1 and all improvement areas designated therein: Improvements to be Owned by City of Dublin: • Backbone Storm Drain (including,but not limited to, mainlines, laterals, catch basins, junction structures, local depressions, and manholes). • Backbone Streets (including, but not limited to, right of way acquisition, paving, grading, curb and gutter, median, sidewalks, access ramps, removal and undergrounding of utilities, signing, striping, grinding, traffic control and seal). • Landscaping/Fencing/Signage (including, but not limited to, monumentation,irrigation systems and plantings). Facilities Financed with Capital Fees Imposed by City of Dublin: • Fire facilities through the Fire Impact Fee. • Freeway facilities through the Freeway Interchange Fees. • Public Art through the Public Art in Lieu Fees. • Traffic improvements through the Traffic Impact Fee — Eastern Dublin Fee. • ASCPA facilities through the ASCPA Contribution. • Bridges through the Iron Horse Trail Bridge Contribution. • Parks through the Park Construction Payment. Facilities to be Owned by the Dublin San Ramon Services District: • Backbone Sanitary Sewer improvements (including, but not limited to, laterals, monitoring manholes, manholes, pavement, and striping). • Backbone Domestic Water improvements (including, but not limited to,water mains, stubs,valves, air vac,blow off, fittings, fire hydrant assemblies, thrust blocks, cap, and striping). • Backbone Reclaimed Water improvements (including, but not limited to,water mains, stubs, valves, air vac, blow off, fittings, thrust blocks, cap, and striping). Facilities Financed by Capital Fees Imposed by the Dublin San Ramon Services District: • Water facilities through the: • Water System Connection Fee. • Water Meter Assembly Fee. • Wastewater facilities through the Wastewater Impact Fee. B-1 Facilities to be Owned by Zone 7: • Backbone Storm Drainage (including, but not limited to, mainlines, laterals, catch basins, junction structures, manholes, and local depressions). Facilities Financed by Capital Fees Imposed by Zone 7: • Water improvements through the Water Connection Fee. • Drainage improvements through the Drainage Assessment Fee (Impervious Surface). The foregoing facilities shall include the costs of design and engineering, surveys or reports, the cost of traffic-related environmental mitigation and any required landscaping and irrigation, soils testing, permits, plan check and inspection fees, insurance, construction management, and any other costs or appurtenances related to any of the foregoing. In addition, the following shall be authorized to be financed by CFD No. 2015-1 and each improvement area therein: • Bond related expenses, including underwriter's discount, appraisal and absorption study costs, reserve fund, capitalized interest, financial advisor fees and expenses, bond and disclosure counsel fees and expenses, and all other incidental expenses. • Administrative fees of the City and the bond trustee or fiscal agent relating to the project. • Reimbursement of costs related to the costs of formation of CFD No. 2015-1 and the designation of the improvement areas advanced by the City, any landowner in CFD No. 2015-1, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the City, any landowner in CFD No. 2015-1, or any party related to any of the foregoing, for facilities, fees, or other purposes or costs of CFD No. 2015-1 or any improvement area therein. B-2 RESOLUTION NO. XX - 15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING BOUNDARY MAP COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) WHEREAS, attached to this resolution as Exhibit A and by this reference incorporated herein is a map of proposed boundaries (the "Boundary Map"), said map entitled "Proposed Boundaries of Community Facilities District No. 2015-1 (Dublin Crossing), City of Dublin, County of Alameda, State of California" ("CFD No. 2015-1"), and which map shows (a) the area proposed to be included initially in CFD No. 2015-1 and to be designated as Improvement Area No. 1, and (b) additional land to be designated as future annexation area for CFD No. 2015-1 (the "Future Annexation Area"); and WHEREAS, said map has been filed with the City Clerk of the City (the "City Clerk") and presented to this City Council of the City (this "City Council") at this meeting for consideration and approval, and said map constitutes the map of (a) the proposed initial boundaries of CFD No. 2015-1, the area within which is designated as Improvement Area No. 1, and (b) the additional area designated as the Future Annexation Area for CFD No. 2015-1. NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows: Section 1. This City Council approves the Boundary Map and adopts the boundaries shown on the Boundary Map as describing the extent of the territory initially included in a proposed community facilities district to be known as "Community Facilities District No. 2015-1 (Dublin Crossing), City of Dublin, County of Alameda, State of California," which initial territory is designated as Improvement Area No. 1, together with showing the extent of the additional territory which is designated as Future Annexation Area for CFD No. 2015-1. Section 2. This City Council hereby finds and determines that the Boundary Map contains the matters and is in the form prescribed by Section 3110 of the California Streets and Highways Code (the "Code"), as directed by Section 53328.5 of the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code) and hereby authorizes and directs the City Clerk to cause the filing of a copy thereof with the Alameda County Recorder for placement in the Book of Maps of Assessment and Community Facilities Districts. Such filing with the Alameda County Recorder shall be accomplished within 15 days of the date of adoption of this resolution, as specified by Section 3111 of the Code. 1 PASSED, APPROVED AND ADOPTED this 21St day of April, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 2 EXHIBIT A Proposed Boundaries of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Exhibit A \) �� q ��< ) / ' r ( . QRq aalz 2�S /# q |E VAwa«s )\~\ a$))<! '-P'RV ND .V-P'IqU: & 26 [ \ ( § Goo AVEIVUE \ \ � z - = g > 9 , »»«z mw I/ EPA e:VENU» { a ` a ( \ __; w q y z \ \ ARIVOLD m= -- - \ \ g ( \ ( \ , §§/ \4 n CIJ )� \ � \ \ \ I JA \ ° CD _ : m » � ® ® 6 \ � / } \\§ § y y / 7 »\ < yw § \ i) ^ RESOLUTION NO. XX-15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT, TO DESIGNATE FUTURE ANNEXATION AREA, AND SUBJECT TO THE REQUIRED VOTER APPROVAL, TO AUTHORIZE LEVY OF A SPECIAL TAX AND ISSUANCE AND SALE OF SPECIAL TAX BONDS Community Facilities District No. 2015-1 (Dublin Crossing) WHEREAS, in accordance with subsection (c) of Section 53318 of the California Government Code (the "Code"), a petition (the "Petition") containing the matters prescribed by Section 53319 of the Code, has been filed with the City Clerk of the City of Dublin (the "City Clerk") by Dublin Crossing Venture LLC (the "Developer"), and representing that the Developer is the sole owner of certain real property situated within the City of Dublin (the "City") shown on an exhibit map attached to the Petition as Exhibit A thereto (the "Exhibit Map"); and WHEREAS, the Petition requests that proceedings be initiated and conducted pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following of the Code; hereafter in this resolution, the "Act") to establish a community facilities district to be known as "Community Facilities District No. 2015-1 (Dublin Crossing)" ("CFD No. 2015-1"), in order to provide for the financing of a portion of the cost and expense of acquiring, constructing and installing certain authorized public and private utility capital improvements and the reimbursement of certain authorized fees (the "Authorized CFD Public Improvements"); and WHEREAS, as requested by the Petition, this City Council of the City (this "City Council") proposes to establish CFD No. 2015-1, and in furtherance thereof, has by resolution adopted on this same date approved a boundary map (the "Boundary Map"), which is on file with the City Clerk and which establishes the initial boundaries of CFD No. 2015-1 as shown on the Exhibit Map; and WHEREAS, Section 53321 of the Act provides that legal proceedings for the establishment of a community facilities district pursuant to the Act shall be instituted by the adoption of a resolution of this City Council declaring its intention as provided hereafter in this resolution; and WHEREAS, the Petition further requests that this City Council designate certain additional land as Future Annexation Area (the "Future Annexation Area"), as shown on both the Exhibit Map and the Boundary Map, pursuant to Section 53339.2 and Section 53339.3 of the Act; and WHEREAS, this City Council wishes by this resolution to declare its intention to provide for future annexation of the Future Annexation Area in sequential portions, as the Developer or the Developer's successors in interest become the owner of such portions thereof and provide an executed written unanimous approval for such annexation (each, a "Unanimous Approval Form"), as prescribed by subsection (b) of Section 53339.3; and WHEREAS, Section 53350 of the Act authorizes the designation of a portion or portions of the land within a community facilities district as one or more improvement areas (herein, each an "Improvement Area"); and WHEREAS, this City Council wishes to designate the land within the initial boundary of CFD No. 2015-1 as "Improvement Area No. 1," as shown on the Boundary Map and as provided by Section 53350 of the Act, and to provide for the annexation to CFD No. 2015-1 of portions of the Future Annexation Area upon satisfaction of the condition of unanimous landowner approval specified by Section 53339.7 of the Act, with each such portion to be either (a) established as a separate Improvement Area or (b) annexed to a previously-established Improvement Area. NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows: Section 1. The foregoing recitals are true and correct, and this City Council hereby expressly so finds and determines. Section 2. This City Council hereby finds and determines that any property included within the initial boundary of CFD No. 2015-1 which is currently in agricultural use will nonetheless be benefited by the Authorized CFD Public Improvements. Section 3. The Authorized CFD Public Improvements proposed to be financed, in whole or in part, by proceeds of the special tax to be levied on the taxable property within CFD No. 2015-1, as the same is expanded from time to time by annexation of portions of the Future Annexation Area (hereafter, all references to CFD No. 2015-1 shall be deemed to include the territory added thereto by such future annexations), and the proceeds of sale of special tax bonds or other debt obligations of the City, acting on behalf of CFD No. 2015-1 (the "Obligations"), to be secured by and made payable from proceeds of the special tax to be levied on the taxable property within CFD No. 2015-1 (the "Special Tax"), are set forth on the Exhibit A attached to this resolution and by this reference made a part hereof. This City Council hereby finds and determines that the Authorized CFD Public Improvements are necessary to meet increased demands placed upon local agencies as a result of development occurring within CFD No. 2015-1. Section 4. Except where funds are otherwise available, the Special Tax will be levied annually on all nonexempt parcels within CFD No. 2015-1, with the determination as to the first Fiscal Year in which the Special Tax will be levied upon the nonexempt parcels within a given Improvement Area to be made in accordance with the provisions of the rate and method of apportionment of special tax (each, an "RMA") applicable to that Improvement Area. Upon recordation of (a) the initial notice of special tax lien 2 pursuant to Section 3114.5 of the California Streets and Highways Code as to Improvement Area No. 1 or (b) an amendment to the notice of special tax lien pursuant to Section 3117.5 as to each future annexation of a portion of the Future Annexation Area, a continuing lien to secure each levy of the Special Tax shall attach to all nonexempt real property within CFD No. 2015-1, and this lien shall continue in force and effect until the Special Tax obligation with respect to any parcel or all of the nonexempt real property is prepaid and permanently satisfied and the lien cancelled in accordance with law or until levy and collection of the Special Tax respecting any parcel or all of the nonexempt real property by the City ceases. Without limiting the generality of the foregoing, this City Council hereby intends to approve each of five separate instruments providing for the RMA applicable to Improvement Areas No. 1 through 5, inclusive, as follows: a. The RMA for each of the respective Improvement Areas shall be as fol lows: (i) For Improvement Area No. 1 (the "Improvement Area No. 1 RMA"), as set forth in Exhibit B, attached hereto and by this reference made a part hereof; (ii) For Improvement Area No. 2 (the "Improvement Area No. 2 RMA"), if, as and when established, as set forth in Exhibit C, attached hereto and by this reference made a part hereof; (iii) For Improvement Area No. 3 (the "Improvement Area No. 3 RMA"), if, as and when established, as set forth in Exhibit D, attached hereto and by this reference made a part hereof; (iv) For Improvement Area No. 4 (the "Improvement Area No. 4 RMA"), if, as and when established, as set forth in Exhibit E, attached hereto and by this reference made a part hereof; and (v) For Improvement Area No. 5 (the "Improvement Area No. 5 RMA"), if, as and when established, as set forth in Exhibit F, attached hereto and by this reference made a part hereof. b. As to Improvement Area No. 1, the Improvement Area No. 1 RMA will apply to all nonexempt real property within Improvement Area No. 1, including both the real property presently included in Improvement Area No. 1 (commonly referred to as "Phase 1A") and any real property presently included in the Future Annexation Area which may be annexed to Improvement Area No. 1. C. Similarly, as to Improvement Areas No. 2 through 5, the applicable RMA will apply to all nonexempt real property initially included within the corresponding Improvement Area, together with any real property which may annexed to that Improvement Area. 3 d. All determinations with respect to the amount of the Special Tax to be levied on any parcel of nonexempt real property within a given Improvement Area for any Fiscal Year shall be determined pursuant to the provisions of the RMA pertaining to that Improvement Area. Section 5. This City Council hereby finds and determines that the provisions of Sections 53313.6, 53313.7 and 53313.9 of the Act, which provide for an adjustment of ad valorem taxes relating to CFD-financed schools, are inapplicable to CFD No. 2015- 1. Section 6. The types of incidental expenses which may be incurred and which are authorized to be paid from the proceeds of the Special Tax or the proceeds of sale of the Obligations are set forth in Exhibit G attached to this resolution and by this reference made a part hereof. Section 7. This City Council hereby approves (a) the establishment of the initial boundary of CFD No. 2015-1 as shown on the Boundary Map, (b) the designation of the land within the initial boundary as Improvement Area No. 1, (c) the designation of land shown as the Future Annexation Area as such future annexation area, (d) the future annexation to any then-established Improvement Area of any portion of the Future Annexation Area and (e) the designation of any portion of the land within the Future Annexation Area as a separate improvement area at such time as that any portion of such remainder is annexed to CFD No. 2015-1 as may be requested by the terms of the Unanimous Approval Form pertaining thereto . Section 8. Advances of funds or contributions of work-in-kind from any lawful source, specifically including but not limited to the City or any owner of property within CFD No. 2015-1 or the Future Annexation Area, may be reimbursed from proceeds of sale of the Obligations or proceeds of the Special Tax or both to the extent of the lesser of the value or cost of the contribution, but any agreement to do so shall not constitute a debt or liability of the City, any member of the City Council or any other officer, employee or agent of the City. Section 9. It is presently contemplated that all of the capital improvements included within the Authorized CFD Public Improvements will be constructed by or under contract to the Developer and that, upon completion of construction and the acquisition thereof as shall be provided by written agreement between the City and the Developer, each such public or private utility improvement will either be owned, maintained and operated by the City or will be transferred to the ownership of another public or private utility agency pursuant to the terms and conditions of a joint community facilities agreement to be entered into between the City and such other public or private utility agency pursuant to Section 53316.2 of the Act. Section 10. This City Council hereby sets Tuesday, June 2, 2015, at 7:00 p.m. or as soon thereafter as the matter may be heard, in the City Council Chamber at the Dublin Civic Center, 100 Civic Plaza, Dublin, California, as the time and place for the public hearing on the establishment of CFD No. 2015-1, the designation of Improvement 4 Area No. 1 and the designation of the Future Annexation Area. At the hearing, testimony of all interested persons and taxpayers for or against establishment of CFD No. 2015-1, the extent of CFD No. 2015-1, the proposed list of Authorized CFD Public Improvements to be authorized, the designation of Improvement Area No. 1, the five separate RMAs, the designation of the Future Annexation Area, the authorization to levy the Special Tax, the authorization to issue the Obligations, the establishment of the appropriations limitation for CFD No. 2015-1 or any other aspect of the proposed CFD No. 2015-1, will be heard and protests will be considered from persons owning real property within CFD No. 2015-1 or the Future Annexation Area, it having been determined that there are no registered voters residing within CFD No. 2015-1. As provided by the Act, written protests by the owners of a majority in area of the land within the proposed CFD No. 2015-1 will constitute a "majority protest" and will require the suspension of proceedings for at least one year. Written protests must be filed with the City Clerk at or before the time fixed for the hearing. If such majority protests are directed only against certain elements of the proposed CFD No. 2015-1, the Authorized CFD Public Improvements, the designation of Improvement Area No. 1, the designation of the Future Annexation Area, the Special Tax to be levied in accordance with the proposed Improvement Area No. 1 RMA or the Obligations to be issued upon the security of the Special Tax, this City Council may direct that those elements be deleted from the proceedings and that the proceedings may continue as revised. Section 11. The Obligations shall be subject to redemption in advance of maturity or prepayment in advance of scheduled payment dates in accordance with the provisions of the Act and as more specifically to be set forth in any Resolution Authorizing Issuance of Bonds or any Trust Agreement, Indenture, or other instrument of like nature approved by such resolution and providing for such issuance. Section 12. It is anticipated that the Special Tax will be billed as a separate line item on the regular property tax bill of the County of Alameda (the "County"). However, this City Council reserves the right, under Section 53340, to utilize any method of collecting the Special Tax which it shall, from time to time, determine to be in the best interests of the City, including, but not limited to, direct billing by the City to the property owners and supplemental billing. Section 13. Goodwin Consulting Group, as special tax consultant to the City for CFD No. 2015-1, is directed to study CFD No. 2015-1 and to cause the preparation and filing of the report required by Section 53321.5 of the Act (the "Hearing Report") prior to the time of the public hearing. Section 14. On the basis of the information set forth in that certain certificate entitled "Certificate re Registered Voters" and on file with the City Clerk, in the event that an election is held in these proceedings, it is the intention of this City Council that the electors will be the landowners of the land within proposed CFD No. 2015-1 in accordance with Section 53326 of the Act, which provides that each landowner shall be accorded one vote for each acre or portion of an acre owned. Section 15. This City Council also intends to establish the initial annual 5 appropriations limit for each Improvement Area of CFD No. 2015-1 at an amount equal to ten percent of the principal amount of Obligations authorized to be issued from time to time with respect to such Improvement Area. Section 16. The City Clerk is hereby authorized and directed to cause the publication of a notice of hearing, containing the matters specified by Section 53322 of the Act, one time in a newspaper in general circulation in the area of CFD No. 2015-1, said publication to occur no later than seven days prior to the date of the public hearing. In addition to published notice, the City Clerk is authorized to provide for mailed notice of hearing by first-class mail, postage prepaid, in accordance with Section 53322.4 of the Act, to each landowner within the proposed boundary of CFD No. 2015-1, which mailed notice shall contain the same information as is required to be contained in the published notice. Section 17. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 21St day of April, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 6 EXHIBIT A DESCRIPTION OF AUTHORIZED CFD PUBLIC IMPROVEMENTS A. City Public Capital Improvements 1. Backbone Storm Drainage 2. Backbone Street Improvements 3. Master Landscaping, Fencing and Signage on Public Property, Including Public Easements and Rights-of-Way B. City-Imposed Impact Fees 1. Fire Impact Fees 2. Freeway Interchange Fees 3. Public Art In-Lieu Fees 4. Residential Traffic Impact Fees —Eastern Dublin Fee 5. Development Agreement Fees: a. ACSPA Contribution b. Iron Horse Trail Bridge Contribution c. Park Construction Payment C. Dublin San Ramon Services District (DSRSD) 1. Capital Improvements a. Backbone Sanitary Sewer b. Backbone Domestic Water c. Backbone Reclaimed Water 2. DSRSD Impact Fees a. Water System Connection Fees b. Water Meter Assembly Fees c. Wastewater Impact Fees D. Zone 7 1. Capital Improvements a. Backbone Storm Drainage 2. Zone 7 Impact Fees a. Water Connection Fees b. Drainage Assessment Fees (Impervious Surface) A-1 E. Private Utility Facilities 1. Natural Gas Distribution 2. Electrical Distribution 3. Telephone 4. Cable Television 5. Other Private Utility Facilities as Authorized by the Act A-2 EXHIBIT B IMPROVEMENT AREA NO. 1 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO.2015-1 DUBLIN CROSSING) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in Improvement Area No. 1 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in Improvement Area No. 1 of the CFD, unless exempted by law or by the provisions of Section H herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 1. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 1 and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements under the California Government Code and Rule 15c2-12 of the Securities and Exchange Act of 1934 with respect to the Bonds and the Special Tax, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No. 1. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. B-1 "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. "Authorized Facilities" means those facilities that are authorized to be funded by CFD No. 2015-1. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, or assumed by Improvement Area No. 1 to fund Authorized Facilities. "Buffer Release" shall occur at such time as the Administrator determines that (i) the Final Bond Sale has occurred, and (ii) the sum of the Maximum Special Taxes that can be collected from all Parcels of Developed Property, combined with (A) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Single Family Detached Property are assumed to fall within the smallest Square Footage Category for Single Family Detached Property, and (B) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Multi-Family Property are assumed to fall within the smallest Square Footage Category for Multi-Family Property, is sufficient to provide the Required Coverage for Improvement Area No. 1. To estimate the number of remaining Residential Units, the Administrator shall reference current Final Maps, condominium plans, site plans, and other such development plans. After making such determination, the Special Tax Buffer shall no longer be needed, and such amount shall be available to factor into future calculations of debt service coverage. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "CFD" or "CFD No. 2015-1" means City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "CFD Formation" means the date on which the Resolution of Formation to form Improvement rea No. 1 was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2015-1. "County" means the County of Alameda. B-2 "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached Property, Multi-Family Property, and Taxable Non-Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. "Expected Land Uses" means the total number of Residential Units expected within Improvement Area No. 1 at the time of CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Sections D and E of this RMA, the Administrator shall update Attachment 1 each time there is a Land Use Change or property annexes into Improvement Area No. 1. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenue as of CFD Formation is shown in Attachment 1, and such amount may be adjusted pursuant to Sections D and E of this RMA,or if Parcels within the CFD prepay all or a portion of the Special Tax obligation. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of Improvement Area No. 1 (excluding any Bond refundings), as determined by the City. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into Improvement Area No. 1, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub- association, that provides services to, and collects dues, fees, or charges from, property within Improvement Area No. 1. "Homeowners Association Property" means any property within the boundaries of Improvement Area No. 1 that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Improvement Area No. 1" means Improvement Area No. 1 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). B-3 "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Change" means a proposed or approved change to the Expected Land Uses within Improvement Area No. 1 after CFD Formation. "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Maximum Special Tax Revenue" means the aggregate Maximum Special Tax that can be levied on all Parcels of Taxable Property within Improvement Area No. 1 in any given Fiscal Year. "Multi-Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share commonwalls. "Net Expected Maximum Special Tax Revenues" means the Expected Maximum Special Tax Revenues less the Special Tax Buffer. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of Improvement Area No. 1 that are not Single Family Detached Property, Homeowner Association Property, Multi-Family Property, or Public Property, as definedherein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. For Taxable Non-Residential Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Non-Residential Property. For Taxable Homeowners Association Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Homeowners Association Property. For Taxable Public Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Public Property. "Public Property" means any property within the boundaries of Improvement Area No. 1 that is owned by the federal government, State of California or other local governments or public agencies. "Required Coverage" means the amount by which the Maximum Special Tax Revenues must exceed the Bond debt service and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. "Residential Unit" means, for Single Family Detached Property, an individual single- B-4 family detached unit, and, for Multi-Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 1. "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Buffer" means a portion of the Maximum Special Tax Revenues that shall not be used to size Bonds to avoid reducing debt service coverage on the Bonds to an amount less than the Required Coverage. Prior to the Buffer Release, the Special Tax Buffer shall be subtracted from the Maximum Special Tax Revenues in order to size the issuance of Bonds. The Special Tax Buffer for Fiscal Year 2015-16 is $60,535, which amount shall be (i) escalated each Fiscal Year by an amount equal to 2.0% of the amount in effect in the prior Fiscal Year, (ii) adjusted if there are changes to the Expected Land Uses, as set forth in Sections D and E, that result in an adjustment to the Expected Maximum Special Tax Revenues with the adjusted Special Tax Buffer being equal to 4.0% of the new Expected Maximum Special Tax Revenues, and (iii) reduced if and when the Administrator determines that Building Permits issued within Improvement Area No. 1 will result in more Residential Units within the smaller Square Footage Categories when compared to the Expected Land Uses. Each time additional Building Permits are issued, the Administrator shall compare the Building Permits issued to the Expected Land Uses and determine if there is a reduction in the Expected Maximum Special Tax Revenues. Any such reduction shall be subtracted from the Special Tax Buffer, and the reduced Special Tax Buffer shall, in the next Fiscal Year and each Fiscal Year thereafter, be escalated by two percent (2%) of the amount in effect in the prior Fiscal Year. "Special Tax Requirement" means the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve funds for the Bonds to the extent such replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Indenture or other legal document that sets forth these terms, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. B-5 "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi-Family Property set forth in Section C below. "Taxable Homeowners Association Property" means, in any Fiscal Year, all Parcels of Homeowners Association Property that are not exempt pursuant to Section H below. "Taxable Non-Residential Property" means, in any Fiscal Year, all Parcels of Non- Residential Property that are not exempt pursuant to Section H below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of Improvement Area No. 1 which are not exempt from the Special Tax pursuant to law or Section Hbelow. "Taxable Public Property" means, in any Fiscal Year, all Parcels of Public Property that are not exempt pursuant to Section H below. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi-Family Property, or Taxable Non- Residential Property, and (iii) determine if there is any Taxable Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In addition, the Administrator shall, on an ongoing basis, track the current balance of the Special Tax Buffer and determine whether the Buffer Release can take place. In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 1 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly- created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. B-6 C. MAXIMUM SPECIAL TAX 1. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within Improvement Area No. 1 for each Fiscal Year in which the Special Tax is levied and collected: TABLE 1 Developed Property Fiscal Year 2015-16 Maximum Special Taxes* Maximum Square Footage Special Tax Land Use Category (Fiscal Year 2015-16)* Residential Units Single Family greater than 2,300 $4,878 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $4,528 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $4,174 per Detached Property Square Feet Residential Unit Residential Units Multi-Family greater than 1,800 $4,087 per Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 $3,685 per Property Square Feet Residential Unit Residential Units Multi-Family Less than 1,600 $3,273 per Property Square Feet Residential Unit *On July 1, 2016 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 2.0%of the amount in effect for the prior Fiscal Year. Once a Special Tax has been levied on a Parcel of Developed Property,the Maximum Special Tax applicable to that Parcel shall not be reduced in future Fiscal Years because of changes in land use on the Parcel. Notwithstanding the foregoing, the actual Special Tax levied on a Parcel of Developed Property in any Fiscal Year may be less than the Maximum Special Tax if the Special Tax Requirement does not require the levy of the Maximum Special Tax pursuant to Section F below. B-7 2. Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property The Maximum Special Tax for Parcels of Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property in Fiscal Year 2015-16 is $269,300 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. 3. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2015-16 is $269,300 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D. LAND USE CHANGES The Expected Maximum Special Tax Revenues for Improvement Area No. 1, which is shown in Attachment 1, was calculated based on the Expected Land Uses at CFD Formation. As set forth in Section E herein, Attachment 1 shall be modified to reflect the Expected Land Uses and Expected Maximum Special Tax Revenues for Improvement Area No. 1 if property is annexed to Improvement Area No. 1. Attachment 1 is also subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes within Improvement Area No. 1 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. If,prior to the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size Bond sales. If, after the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Net Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the Required Coverage. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size future bond sales. If, after the first Bond sale, the Administrator determines that a proposed Land Use Change would reduce debt service coverage on outstanding Bonds below the Required Coverage, a prepayment must be made by the landowner requesting the Land Use Change in an amount sufficient to retire Bonds in the amount necessary to maintain the Required Coverage. B-8 E. ANNEXATIONS If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 1, the Administrator shall apply the following steps as part of the annexation proceedings: Step 1. Working with City staff and the landowner, the Administrator shall determine the number of Residential Units within each Square Footage Category that are expected to be built within the area to be annexed. Step 2. The Administrator shall prepare and keep on file an updated Attachment 1 that adds the annexed property and identifies the revised Expected Land Uses, Expected Maximum Special Tax Revenues, and Special Tax Buffer for Improvement Area No. 1. After the annexation is complete, the application of Sections D, F and I of this RMA shall be based on the adjusted Expected Land Uses and Expected Maximum Special Tax Revenues including the newly annexed property. Step 3. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD. Step 4. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Expected Maximum Special Tax Revenues that can be collected after the annexation by the Expected Maximum Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation. Step 5. The Administrator shall increase the acreage of exempt Public Property and exempt Homeowners Association Property to include such acreage as estimated in the area that was annexed. F. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: Step 1. In all Fiscal Years prior to the earlier of(i) the funding of all the Authorized Facilities or (ii) the fifteenth Fiscal Year in which a Special Tax is levied on Parcels in Improvement Area No. 1, the Maximum Special Tax shall be levied on all Parcels of Developed Property. Pursuant to the flow of funds set forth in the Indenture, any Special Tax proceeds collected that are not needed to pay debt service on the Bonds, replenish reserves, or pay Administrative Expenses shall be used to pay directly for Authorized Facilities. B-9 After the Fiscal Year in which the earlier of the two dates set forth above occurs, the Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. Step 3. If additional revenue is needed after Step 2 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Homeowners Association Property up to 100% of the Maximum Special Tax for each Parcel of Taxable Homeowners Association Property. Step 4. If additional revenue is needed after Step 3 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property. G. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax shall be levied and collected until principal and interest on all Bonds have been repaid, costs of constructing or acquiring Authorized Facilities have been paid, and all Administrative Expenses have been paid or reimbursed. However, in no event shall Special Taxes be levied after Fiscal Year 2050-51. Under no circumstances may the Special Tax on a Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 1.91 Acres of Public Property and 13.44 Acres of Homeowners Association Property in Improvement Area No. 1, which acreage amounts will be adjusted with each annexation of property into Improvement Area No. 1 as set forth in Section E above. Tax-exempt status will be assigned by the Administrator separately to Public Property and Homeowners Association Property in chronological order based on the date on which Parcels are transferred to a Public Agency or the Homeowners Association. As of CFD Formation, there was no Non- Residential Property expected within Improvement Area No. l; therefore, all Non- B-10 Residential Property in Improvement Area No. 1 shall be Taxable Non-Residential Property for purposes of this RMA. L PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section L "Construction Fund" means the account (regardless of its name) identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct Authorized Facilities. "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued prior to the date of prepayment. "Public Facilities Requirement" means either $21.1 million in 2015 dollars, escalated two percent (2.0%) per year beginning July 1, 2016 and each July 1 thereafter, or such lower number as shall be determined by the City as sufficient to fund the Authorized Facilities. "Remaining Facilities Costs" means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds or Special Taxes. 1. Full Prepayment The Special Tax obligation applicable to an Assessor's Parcel in Improvement Area No. 1 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage. The Prepayment Amount shall be calculated as follows (capitalized terms as defined above or below): B-11 Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Determine the greater of(i) the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the City, or (ii) the Maximum Special Tax that could be collected from the Parcel at buildout based on Expected Land Uses at the time the prepayment is calculated. Step 2. Divide the Maximum Special Tax computed pursuant to Step 1 for such Assessor's Parcel by the lesser of(i) the Maximum Special Tax Revenue that could be collected in that Fiscal Year from property in Improvement Area No. 1, or (ii) the Maximum Special Tax revenues that could be generated at buildout of property in Improvement Area No. 1 based on the Expected Land Uses at the time the prepayment is calculated. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond RedemptionAmount'�. Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Amount'). Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or prior to the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied, Steps 7, 8 and 9 of this prepayment formula will not apply. B-12 Step 8. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9. Subtract the amount computed pursuant to Step 8 from the amount computed pursuant to Step 7 (the "Defeasance Requirement'. Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the "PrepaymentAmount'�. Step 13. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Construction Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is established to pay Administrative Expenses of Improvement Area No. 1. Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. 2. Partial Prepayment A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment, except that the full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parcel after a partial prepayment is made shall be determined as follows: Step 1. Calculate the full prepayment (not including the amount collected for Administrative Fees and Expenses) that would be due from the Parcel if the B-13 entire Special Tax obligation were being prepaid pursuant to Section 1.1 above. Step 2. Divide the partial prepayment amount for the Parcel (not including the amount collected for Administrative Fees and Expenses) by the amount computed in Step 1 to determine a percentage. Step 3. Subtract the percentage computed in Step 2 from 100% to determine the "Remaining Percentage." Step 4. Multiply the Remaining Percentage from Step 3 by the Maximum Special Tax for the Parcel to determine the new Maximum Special Tax that will be in effect for the Parcel after the partial prepayment is applied. When a partial prepayment is received, the proceeds shall be deposited as follows: • The amount computed pursuant to Step 10 in Section L 1 shall be deposited into the account or fund that is established to pay Administrative Expenses of Improvement Area No. 1. • The sum of the amounts computed pursuant to Steps 3, 6, and 9 in Section 1.1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the appropriate fund established under the Indenture to be used to retire Outstanding Bonds or make debt service payments. • The amount computed pursuant to Step 5 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the Construction Fund. Once a partial prepayment has been received, an Amendment to Special Tax Lien shall be recorded against the Parcel. However, an Amendment to Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. J. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. B-14 ATTACHMENT 1 Improvement Area No. 1 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Expected Land Uses and Expected Maximum Special Tax Revenue Expected Maximum Special Tax Expected Maximum Land Use Square Footage Number of per Unit Special Tax Category Units FY 2015-16[1] Revenue [1] Single Family Residential Units $4,878 per Detached greater than 2,300 27 Residential Unit $131,706 Property Square Feet Single Family Residential Units $4,528 per Detached 2,100 to 2,300 29 Residential Unit $131,312 Property Square Feet Single Family Residential Units $4,174 per Detached less than 2,100 27 Residential Unit $112,698 Property Square Feet Residential Units Multi-Family greater than 1,800 101 $4,087 per $412,787 Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 107 $3,685 per $394,295 Property Square Feet Residential Unit Residential Units Multi-Family less than 1,600 101 $3,273 per $330,573 Property Square Feet Residential Unit Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16$) $1,513,371 Less: Special Tax Buffer(2015-16$)(4%of Expected Max Special Tax Revenues) ($60,535) Net Special Tax Revenues Available for Bond Sizing(2015-16$) $1,452,836 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent 2%)of the amount in effect in the previous Fiscal Year B-15 EXHIBIT C IMPROVEMENT AREA NO.2 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO.2015-1 DUBLIN CROSSING) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in Improvement Area No. 2 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in Improvement Area No. 2 of the CFD, unless exempted by law or by the provisions of Section H herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 2. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 2 and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements under the California Government Code and Rule 15c2-12 of the Securities and Exchange Act of 1934 with respect to the Bonds and the Special Tax, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No. 2. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. C-1 "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. "Authorized Facilities" means those facilities that are authorized to be funded by CFD No. 2015-1. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, or assumed by Improvement Area No. 2 to fund Authorized Facilities. "Buffer Release" shall occur at such time as the Administrator determines that (i) the Final Bond Sale has occurred, and (ii) the sum of the Maximum Special Taxes that can be collected from all Parcels of Developed Property, combined with (A) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Single Family Detached Property are assumed to fall within the smallest Square Footage Category for Single Family Detached Property, and (B) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Multi- Family Property are assumed to fall within the smallest Square Footage Category for Multi- Family Property, is sufficient to provide the Required Coverage for Improvement Area No. 2. To estimate the number of remaining Residential Units, the Administrator shall reference current Final Maps, condominium plans, site plans, and other such development plans. After making such determination, the Special Tax Buffer shall no longer be needed, and such amount shall be available to factor into future calculations of debt service coverage. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "CFD" or "CFD No. 2015-1" means City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "CFD Formation" means the date on which the Resolution of Formation to form Improvement Area No. 2 was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2015-1. "County" means the County of Alameda. "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached Property, Multi-Family Property, and Taxable Non-Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. C-2 "Expected Land Uses" means the total number of Residential Units expected within Improvement Area No. 2 at the time of CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Sections D and E of this RMA, the Administrator shall update Attachment 1 each time there is a Land Use Change or property annexes into Improvement Area No. 2. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenue as of CFD Formation is shown in Attachment 1, and such amount may be adjusted pursuant to Sections D and E of this RMA,or if Parcels within the CFD prepay all or a portion of the Special Tax obligation. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of Improvement Area No. 2 (excluding any Bond refundings), as determined by the City. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into Improvement Area No. 2, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub- association, that provides services to, and collects dues, fees, or charges from, property within Improvement Area No. 2. "Homeowners Association Property" means any property within the boundaries of Improvement Area No. 2 that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Improvement Area No. 2" means Improvement Area No. 2 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Change" means a proposed or approved change to the Expected Land Uses within Improvement Area No. 2 after CFD Formation. C-3 "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Maximum Special Tax Revenue" means the aggregate Maximum Special Tax that can be levied on all Parcels of Taxable Property within Improvement Area No. 2 in any given Fiscal Year. "Multi-Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share common walls. "Net Expected Maximum Special Tax Revenues" means the Expected Maximum Special Tax Revenues less the Special Tax Buffer. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of Improvement Area No. 2 that are not Single Family Detached Property, Homeowner Association Property, Multi-Family Property, or Public Property, as defined herein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. For Taxable Non-Residential Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Non-Residential Property. For Taxable Homeowners Association Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Homeowners Association Property. For Taxable Public Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Public Property. "Public Property" means any property within the boundaries of Improvement Area No. 2 that is owned by the federal government, State of California or other local governments or public agencies. "Required Coverage" means the amount by which the Maximum Special Tax Revenues must exceed the Bond debt service and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. "Residential Unit" means, for Single Family Detached Property, an individual single-family detached unit, and, for Multi-Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 2. C-4 "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Buffer" means a portion of the Maximum Special Tax Revenues that shall not be used to size Bonds to avoid reducing debt service coverage on the Bonds to an amount less than the Required Coverage. Prior to the Buffer Release, the Special Tax Buffer shall be subtracted from the Maximum Special Tax Revenues in order to size the issuance of Bonds. The Special Tax Buffer for Fiscal Year 2015-16 is $59,374, which amount shall be (i) escalated each Fiscal Year by an amount equal to 2.0% of the amount in effect in the prior Fiscal Year, (ii) adjusted if there are changes to the Expected Land Uses, as set forth in Sections D and E, that result in an adjustment to the Expected Maximum Special Tax Revenues with the adjusted Special Tax Buffer being equal to 4.0% of the new Expected Maximum Special Tax Revenues, and (iii) reduced if and when the Administrator determines that Building Permits issued within Improvement Area No. 2 will result in more Residential Units within the smaller Square Footage Categories when compared to the Expected Land Uses. Each time additional Building Permits are issued, the Administrator shall compare the Building Permits issued to the Expected Land Uses and determine if there is a reduction in the Expected Maximum Special Tax Revenues. Any such reduction shall be subtracted from the Special Tax Buffer, and the reduced Special Tax Buffer shall, in the next Fiscal Year and each Fiscal Year thereafter, be escalated by two percent (2%) of the amount in effect in the prior Fiscal Year. "Special Tax Requirement" means the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve funds for the Bonds to the extent such replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Indenture or other legal document that sets forth these terms, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi-Family Property set forth in Section C below. C-5 "Taxable Homeowners Association Property" means, in any Fiscal Year, all Parcels of Homeowners Association Property that are not exempt pursuant to Section H below. "Taxable Non-Residential Property" means, in any Fiscal Year, all Parcels of Non-Residential Property that are not exempt pursuant to Section H below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of Improvement Area No. 2 which are not exempt from the Special Tax pursuant to law or Section H below. "Taxable Public Property" means, in any Fiscal Year, all Parcels of Public Property that are not exempt pursuant to Section H below. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi-Family Property, or Taxable Non-Residential Property, and (iii) determine if there is any Taxable Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In addition, the Administrator shall, on an ongoing basis, track the current balance of the Special Tax Buffer and determine whether the Buffer Release can take place. In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 2 was recorded after January I of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. C. MAXIMUM SPECIAL TAX 1. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within Improvement Area No. 2 for each Fiscal Year in which the Special Tax is levied and collected: C-6 TABLE 1 Developed Property Fiscal Year 2015-16 Maximum Special Taxes* Maximum Square Footage Special Tax Land Use Category (Fiscal Year 2015-16)* Residential Units Single Family greater than 2,300 $4,878 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $4,528 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $4,174 per Detached Property Square Feet Residential Unit Residential Units Multi-Family greater than 1,800 $4,087 per Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 $3,685 per Property Square Feet Residential Unit Residential Units Multi-Family Less than 1,600 $3,273 per Property Square Feet Residential Unit *On July 1, 2016 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 2.0%of the amount in effect for the prior Fiscal Year. Once a Special Tax has been levied on a Parcel of Developed Property, the Maximum Special Tax applicable to that Parcel shall not be reduced in future Fiscal Years because of changes in land use on the Parcel. Notwithstanding the foregoing, the actual Special Tax levied on a Parcel of Developed Property in any Fiscal Year may be less than the Maximum Special Tax if the Special Tax Requirement does not require the levy of the Maximum Special Tax pursuant to Section F below. 2. Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property The Maximum Special Tax for Parcels of Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property in Fiscal Year 2015-16 is $124,300 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. 3. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2015-16 is C-7 $124,300 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D. LAND USE CHANGES The Expected Maximum Special Tax Revenues for Improvement Area No. 2, which is shown in Attachment 1, was calculated based on the Expected Land Uses at CFD Formation. As set forth in Section E herein, Attachment 1 shall be modified to reflect the Expected Land Uses and Expected Maximum Special Tax Revenues for Improvement Area No. 2 if property is annexed to Improvement Area No. 2. Attachment 1 is also subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes within Improvement Area No. 2 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. If,prior to the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size Bond sales. If, after the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Net Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the Required Coverage. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size future bond sales. If, after the first Bond sale, the Administrator determines that a proposed Land Use Change would reduce debt service coverage on outstanding Bonds below the Required Coverage, a prepayment must be made by the landowner requesting the Land Use Change in an amount sufficient to retire Bonds in the amount necessary to maintain the Required Coverage. E. ANNEXATIONS If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 2, the Administrator shall apply the following steps as part of the annexation proceedings: Step 1. Working with City staff and the landowner, the Administrator shall determine the number of Residential Units within each Square Footage Category that are expected to be built within the area to be annexed. Step 2. The Administrator shall prepare and keep on file an updated Attachment 1 that adds the annexed property and identifies the revised Expected Land Uses, Expected Maximum Special Tax Revenues, and Special Tax Buffer for Improvement Area No. 2. After the annexation is complete, the application of Sections D, F and I of this RMA shall be based on the adjusted Expected Land C-8 Uses and Expected Maximum Special Tax Revenues including the newly annexed property. Step 3. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD. Step 4. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Expected Maximum Special Tax Revenues that can be collected after the annexation by the Expected Maximum Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation. Step 5. The Administrator shall increase the acreage of exempt Public Property and exempt Homeowners Association Property to include such acreage as estimated in the area that was annexed. F. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: Step 1. In all Fiscal Years prior to the earlier of(i) the funding of all the Authorized Facilities or (ii) the fifteenth Fiscal Year in which a Special Tax is levied on Parcels in Improvement Area No. 2, the Maximum Special Tax shall be levied on all Parcels of Developed Property. Pursuant to the flow of funds set forth in the Indenture, any Special Tax proceeds collected that are not needed to pay debt service on the Bonds, replenish reserves, or pay Administrative Expenses shall be used to pay directly for Authorized Facilities. After the Fiscal Year in which the earlier of the two dates set forth above occurs, the Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. Step 3. If additional revenue is needed after Step 2 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Homeowners Association Property up to 100% of the Maximum Special Tax for each Parcel of Taxable Homeowners Association Property. C-9 Step 4. If additional revenue is needed after Step 3 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property. G. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax shall be levied and collected until principal and interest on all Bonds have been repaid, costs of constructing or acquiring Authorized Facilities have been paid, and all Administrative Expenses have been paid or reimbursed. However, in no event shall Special Taxes be levied after Fiscal Year 2050-51. Under no circumstances may the Special Tax on a Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 7.39 Acres of Public Property and 16.97 Acres of Homeowners Association Property in Improvement Area No. 2, which acreage amounts will be adjusted with each annexation of property into Improvement Area No. 2 as set forth in Section E above. Tax-exempt status will be assigned by the Administrator separately to Public Property and Homeowners Association Property in chronological order based on the date on which Parcels are transferred to a Public Agency or the Homeowners Association. As of CFD Formation, there was no Non-Residential Property expected within Improvement Area No. 2; therefore, all Non-Residential Property in Improvement Area No. 2 shall be Taxable Non-Residential Property for purposes of this RMA. L PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section L "Construction Fund" means the account (regardless of its name) identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct Authorized Facilities. "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. C-10 "Previously Issued Bonds" means all Bonds that have been issued prior to the date of prepayment. "Public Facilities Requirement" means either $20.8 million in 2015 dollars, escalated two percent (2.0%) per year beginning July 1, 2016 and each July 1 thereafter, or such lower number as shall be determined by the City as sufficient to fund the Authorized Facilities. "Remaining Facilities Costs" means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds or Special Taxes. 1. Full Prepayment The Special Tax obligation applicable to an Assessor's Parcel in Improvement Area No. 2 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage. The Prepayment Amount shall be calculated as follows (capitalized terms as defined above or below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Determine the greater of (i) the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the City, or (ii) the Maximum Special Tax that could be collected from the Parcel at buildout based on Expected Land Uses at the time the prepayment is calculated. Step 2. Divide the Maximum Special Tax computed pursuant to Step 1 for such Assessor's Parcel by the lesser of(i) the Maximum Special Tax Revenue that could be collected in that Fiscal Year from property in Improvement Area No. 2, or (ii) the Maximum Special Tax revenues that could be generated at buildout of property in Improvement Area No. 2 based on the C-11 Expected Land Uses at the time the prepayment is calculated. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond RedemptionAmount'�. Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Amount'. Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or prior to the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied, Steps 7, 8 and 9 of this prepayment formula will not apply. Step 8. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9. Subtract the amount computed pursuant to Step 8 from the amount computed pursuant to Step 7 (the "Defeasance Requirement'. Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the "PrepaymentAmount'�. C-12 Step 13. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Construction Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is established to pay Administrative Expenses of Improvement Area No. 2. Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. 2. Partial Prepayment A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment, except that the full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parcel after a partial prepayment is made shall be determined as follows: Step 1. Calculate the full prepayment (not including the amount collected for Administrative Fees and Expenses) that would be due from the Parcel if the entire Special Tax obligation were being prepaid pursuant to Section 1.1 above. Step 2. Divide the partial prepayment amount for the Parcel (not including the amount collected for Administrative Fees and Expenses) by the amount computed in Step 1 to determine a percentage. Step 3. Subtract the percentage computed in Step 2 from 100% to determine the "Remaining Percentage." Step 4. Multiply the Remaining Percentage from Step 3 by the Maximum Special Tax for the Parcel to determine the new Maximum Special Tax that will be in effect for the Parcel after the partial prepayment is applied. When a partial prepayment is received, the proceeds shall be deposited as follows: • The amount computed pursuant to Step 10 in Section L 1 shall be deposited into the account or fund that is established to pay Administrative Expenses of Improvement Area No. 2. • The sum of the amounts computed pursuant to Steps 3, 6, and 9 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the appropriate fund established under the Indenture to be used to retire Outstanding Bonds or make debt service payments. C-13 • The amount computed pursuant to Step 5 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the Construction Fund. Once a partial prepayment has been received, an Amendment to Special Tax Lien shall be recorded against the Parcel. However, an Amendment to Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. J. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. C-14 ATTACHMENT 1 Improvement Area No. 2 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Expected Land Uses and Expected Maximum Special Tax Revenue Expected Maximum Special Tax Expected Maximum Land Use Square Footage Number of per Unit Special Tax Category Units FY 2015-16[1] Revenue [1] Single Family Residential Units $4,878 per Detached greater than 2,300 35 $170,730 Property Square Feet Residential Unit Single Family Residential Units $4,528 per Detached 2,100 to 2,300 44 Residential Unit $199,232 Property Square Feet Single Family Residential Units $4,174 per Detached less than 2,100 35 Residential Unit $146,090 Property Square Feet Residential Units Multi-Family greater than 1,800 86 $4,087 per $351,482 Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 91 $3,685 per $335,335 Property Square Feet Residential Unit Residential Units Multi-Family less than 1,600 86 $3,273 per $281,478 Property Square Feet Residential Unit Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16$) $1,484,347 Less: Special Tax Buffer(2015-16$)(4%of Expected Max Special Tax Revenues) ($59,374) Net Special Tax Revenues Available for Bond Sizing(2015-16$) $1,424,973 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent (2%)of the amount in effect in the previous Fiscal Year. C-15 EXHIBIT D IMPROVEMENT AREA NO.3 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO.2015-1 DUBLIN CROSSING) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in Improvement Area No. 3 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in Improvement Area No. 3 of the CFD, unless exempted by law or by the provisions of Section H herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 3. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 3 and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements under the California Government Code and Rule 15c2-12 of the Securities and Exchange Act of 1934 with respect to the Bonds and the Special Tax, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No. 3. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. D-1 "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. "Authorized Facilities" means those facilities that are authorized to be funded by CFD No. 2015-1. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, or assumed by Improvement Area No. 3 to fund Authorized Facilities. "Buffer Release" shall occur at such time as the Administrator determines that (i) the Final Bond Sale has occurred, and (ii) the sum of the Maximum Special Taxes that can be collected from all Parcels of Developed Property, combined with (A) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Single Family Detached Property are assumed to fall within the smallest Square Footage Category for Single Family Detached Property, and (B) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Multi- Family Property are assumed to fall within the smallest Square Footage Category for Multi- Family Property, is sufficient to provide the Required Coverage for Improvement Area No. 3. To estimate the number of remaining Residential Units, the Administrator shall reference current Final Maps, condominium plans, site plans, and other such development plans. After making such determination, the Special Tax Buffer shall no longer be needed, and such amount shall be available to factor into future calculations of debt service coverage. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "CFD" or "CFD No. 2015-1" means City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "CFD Formation" means the date on which the Resolution of Formation to form Improvement Area No. 3 was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2015-1. "County" means the County of Alameda. "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached Property, Multi-Family Property, and Taxable Non-Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. D-2 "Expected Land Uses" means the total number of Residential Units expected within Improvement Area No. 3 at the time of CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Sections D and E of this RMA, the Administrator shall update Attachment 1 each time there is a Land Use Change or property annexes into Improvement Area No. 3. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenue as of CFD Formation is shown in Attachment 1, and such amount may be adjusted pursuant to Sections D and E of this RMA,or if Parcels within the CFD prepay all or a portion of the Special Tax obligation. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of Improvement Area No. 3 (excluding any Bond refundings), as determined by the City. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into Improvement Area No. 3, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub- association, that provides services to, and collects dues, fees, or charges from, property within Improvement Area No. 3. "Homeowners Association Property" means any property within the boundaries of Improvement Area No. 3 that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Improvement Area No. 3" means Improvement Area No. 3 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Change" means a proposed or approved change to the Expected Land Uses within Improvement Area No. 3 after CFD Formation. D-3 "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Maximum Special Tax Revenue" means the aggregate Maximum Special Tax that can be levied on all Parcels of Taxable Property within Improvement Area No. 3 in any given Fiscal Year. "Multi-Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share commonwalls. "Net Expected Maximum Special Tax Revenues" means the Expected Maximum Special Tax Revenues less the Special Tax Buffer. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of Improvement Area No. 3 that are not Single Family Detached Property, Homeowner Association Property, Multi-Family Property, or Public Property, as definedherein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. For Taxable Non-Residential Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Non-Residential Property. For Taxable Homeowners Association Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Homeowners Association Property. For Taxable Public Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Public Property. "Public Property" means any property within the boundaries of Improvement Area No. 3 that is owned by the federal government, State of California or other local governments or public agencies. "Required Coverage" means the amount by which the Maximum Special Tax Revenues must exceed the Bond debt service and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. "Residential Unit" means, for Single Family Detached Property, an individual single-family detached unit, and, for Multi-Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 3. D-4 "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Buffer" means a portion of the Maximum Special Tax Revenues that shall not be used to size Bonds to avoid reducing debt service coverage on the Bonds to an amount less than the Required Coverage. Prior to the Buffer Release, the Special Tax Buffer shall be subtracted from the Maximum Special Tax Revenues in order to size the issuance of Bonds. The Special Tax Buffer for Fiscal Year 2015-16 is $38,307, which amount shall be (i) escalated each Fiscal Year by an amount equal to 2.0% of the amount in effect in the prior Fiscal Year, (ii) adjusted if there are changes to the Expected Land Uses, as set forth in Sections D and E, that result in an adjustment to the Expected Maximum Special Tax Revenues with the adjusted Special Tax Buffer being equal to 4.0% of the new Expected Maximum Special Tax Revenues, and (iii) reduced if and when the Administrator determines that Building Permits issued within Improvement Area No. 3 will result in more Residential Units within the smaller Square Footage Categories when compared to the Expected Land Uses. Each time additional Building Permits are issued, the Administrator shall compare the Building Permits issued to the Expected Land Uses and determine if there is a reduction in the Expected Maximum Special Tax Revenues. Any such reduction shall be subtracted from the Special Tax Buffer, and the reduced Special Tax Buffer shall, in the next Fiscal Year and each Fiscal Year thereafter, be escalated by two percent (2%) of the amount in effect in the prior Fiscal Year. "Special Tax Requirement" means the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve funds for the Bonds to the extent such replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Indenture or other legal document that sets forth these terms, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi-Family Property set forth in Section C below. D-5 "Taxable Homeowners Association Property" means, in any Fiscal Year, all Parcels of Homeowners Association Property that are not exempt pursuant to Section H below. "Taxable Non-Residential Property" means, in any Fiscal Year, all Parcels of Non-Residential Property that are not exempt pursuant to Section H below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of Improvement Area No. 3 which are not exempt from the Special Tax pursuant to law or Section Hbelow. "Taxable Public Property" means, in any Fiscal Year, all Parcels of Public Property that are not exempt pursuant to Section H below. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi-Family Property, or Taxable Non-Residential Property, and (iii) determine if there is any Taxable Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In addition, the Administrator shall, on an ongoing basis, track the current balance of the Special Tax Buffer and determine whether the Buffer Release can take place. In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 3 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. C. MAXIMUM SPECIAL TAX 1. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within Improvement Area No. 3 for each Fiscal Year in which the Special Tax is levied and collected: D-6 TABLE 1 Developed Property Fiscal Year 2015-16 aximum Special Taxes Maximum Square Footage Special Tax Land Use Category (Fiscal Year 2015-16)* Residential Units Single Family greater than 2,300 $4,878 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $4,528 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $4,174 per Detached Property Square Feet Residential Unit Residential Units Multi-Family greater than 1,800 $4,087 per Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 $3,685 per Property Square Feet Residential Unit Residential Units Multi-Family Less than 1,600 $3,273 per Property Square Feet Residential Unit *On July 1, 2016 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 2.0%of the amount in effect for the prior Fiscal Year. Once a Special Tax has been levied on a Parcel of Developed Property, the Maximum Special Tax applicable to that Parcel shall not be reduced in future Fiscal Years because of changes in land use on the Parcel. Notwithstanding the foregoing, the actual Special Tax levied on a Parcel of Developed Property in any Fiscal Year may be less than the Maximum Special Tax if the Special Tax Requirement does not require the levy of the Maximum Special Tax pursuant to Section F below. 2. Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property The Maximum Special Tax for Parcels of Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property in Fiscal Year 2015-16 is $190,400 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D-7 3. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2015-16 is $190,400 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D. LAND USE CHANGES The Expected Maximum Special Tax Revenues for Improvement Area No. 3, which is shown in Attachment 1, was calculated based on the Expected Land Uses at CFD Formation. As set forth in Section E herein, Attachment 1 shall be modified to reflect the Expected Land Uses and Expected Maximum Special Tax Revenues for Improvement Area No. 3 if property is annexed to Improvement Area No. 3. Attachment 1 is also subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes within Improvement Area No. 3 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. If,prior to the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size Bond sales. If, after the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Net Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the Required Coverage. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size future bond sales. If, after the first Bond sale, the Administrator determines that a proposed Land Use Change would reduce debt service coverage on outstanding Bonds below the Required Coverage, a prepayment must be made by the landowner requesting the Land Use Change in an amount sufficient to retire Bonds in the amount necessary to maintain the Required Coverage. E. ANNEXATIONS If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 3, the Administrator shall apply the following steps as part of the annexation proceedings: Step 1. Working with City staff and the landowner, the Administrator shall determine the number of Residential Units within each Square Footage Category that are expected to be built within the area to be annexed. Step 2. The Administrator shall prepare and keep on file an updated Attachment 1 that adds the annexed property and identifies the revised Expected Land Uses, Expected Maximum Special Tax Revenues, and Special Tax Buffer for D-8 Improvement Area No. 3. After the annexation is complete, the application of Sections D, F and I of this RMA shall be based on the adjusted Expected Land Uses and Expected Maximum Special Tax Revenues including the newly annexed property. Step 3. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD. Step 4. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Expected Maximum Special Tax Revenues that can be collected after the annexation by the Expected Maximum Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation. Step 5. The Administrator shall increase the acreage of exempt Public Property and exempt Homeowners Association Property to include such acreage as estimated in the area that was annexed. F. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: Step 1. In all Fiscal Years prior to the earlier of(i) the funding of all the Authorized Facilities or (ii) the fifteenth Fiscal Year in which a Special Tax is levied on Parcels in Improvement Area No. 3, the Maximum Special Tax shall be levied on all Parcels of Developed Property. Pursuant to the flow of funds set forth in the Indenture, any Special Tax proceeds collected that are not needed to pay debt service on the Bonds, replenish reserves, or pay Administrative Expenses shall be used to pay directly for Authorized Facilities. After the Fiscal Year in which the earlier of the two dates set forth above occurs, the Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. Step 3. If additional revenue is needed after Step 2 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Homeowners Association Property up to 100% of the Maximum D-9 Special Tax for each Parcel of Taxable Homeowners Association Property. Step 4. If additional revenue is needed after Step 3 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property. G. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax shall be levied and collected until principal and interest on all Bonds have been repaid, costs of constructing or acquiring Authorized Facilities have been paid, and all Administrative Expenses have been paid or reimbursed. However, in no event shall Special Taxes be levied after Fiscal Year 2050-51. Under no circumstances may the Special Tax on a Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 3 .5 1 Acres of Public Property and 8.17 Acres of Homeowners Association Property in Improvement Area No. 3, which acreage amounts will be adjusted with each annexation of property into Improvement Area No. 3 as set forth in Section E above. Tax-exempt status will be assigned by the Administrator separately to Public Property and Homeowners Association Property in chronological order based on the date on which Parcels are transferred to a Public Agency or the Homeowners Association. As of CFD Formation, there was no Non-Residential Property expected within Improvement Area No. 3; therefore, all Non-Residential Property in Improvement Area No. 3 shall be Taxable Non-Residential Property for purposes of this RMA. L PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section L "Construction Fund" means the account (regardless of its name) identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct Authorized Facilities. "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as D-10 determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued prior to the date of prepayment. "Public Facilities Requirement" means either $13.4 million in 2015 dollars, escalated two percent (2.0%) per year beginning July 1, 2016 and each July 1 thereafter, or such lower number as shall be determined by the City as sufficient to fund the Authorized Facilities. "Remaining Facilities Costs" means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds or Special Taxes. 1. Full Prepayment The Special Tax obligation applicable to an Assessor's Parcel in Improvement Area No. 3 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage. The Prepayment Amount shall be calculated as follows (capitalized terms as defined above or below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Determine the greater of (i) the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the City, or (ii) the Maximum Special Tax that could be collected from the Parcel at buildout based on Expected Land Uses at the time the prepayment is calculated. Step 2. Divide the Maximum Special Tax computed pursuant to Step 1 for such Assessor's Parcel by the lesser of(i) the Maximum Special Tax Revenue that D-11 could be collected in that Fiscal Year from property in Improvement Area No. 3, or (ii) the Maximum Special Tax revenues that could be generated at buildout of property in Improvement Area No. 3 based on the Expected Land Uses at the time the prepayment is calculated. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond RedemptionAmount'�. Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Amount'. Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or prior to the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied, Steps 7, 8 and 9 of this prepayment formula will not apply. Step 8. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9. Subtract the amount computed pursuant to Step 8 from the amount computed pursuant to Step 7 (the "Defeasance Requirement'. Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'. Step 12 The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to D-12 Step 11 (the "PrepaymentAmount'�. Step 13. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Construction Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is established to pay Administrative Expenses of Improvement Area No. 3. Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. 2. Partial Prepayment A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment, except that the full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parcel after a partial prepayment is made shall be determined as follows: Step 1. Calculate the full prepayment (not including the amount collected for Administrative Fees and Expenses) that would be due from the Parcel if the entire Special Tax obligation were being prepaid pursuant to Section 1.1 above. Step 2. Divide the partial prepayment amount for the Parcel (not including the amount collected for Administrative Fees and Expenses) by the amount computed in Step 1 to determine a percentage. Step 3. Subtract the percentage computed in Step 2 from 100% to determine the "Remaining Percentage." Step 4. Multiply the Remaining Percentage from Step 3 by the Maximum Special Tax for the Parcel to determine the new Maximum Special Tax that will be in effect for the Parcel after the partial prepayment is applied. When a partial prepayment is received, the proceeds shall be deposited as follows: • The amount computed pursuant to Step 10 in Section L 1 shall be deposited into the account or fund that is established to pay Administrative Expenses of Improvement Area No. 3. • The sum of the amounts computed pursuant to Steps 3, 6, and 9 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the appropriate fund D-13 established under the Indenture to be used to retire Outstanding Bonds or make debt service payments. • The amount computed pursuant to Step 5 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the Construction Fund. Once a partial prepayment has been received, an Amendment to Special Tax Lien shall be recorded against the Parcel. However, an Amendment to Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. J. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. D-14 ATTACHMENT 1 Improvement Area No. 3 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Expected Land Uses and Expected Maximum Special Tax Revenue Expected Maximum Special Tax Expected Maximum Land Use Square Footage Number of per Unit Special Tax Category Units FY 2015-16[1] Revenue [1] Single Family Residential Units $4,878 per Detached greater than 2,300 0 Residential Unit $0 Property Square Feet Single Family Residential Units $4,528 per Detached 2,100 to 2,300 44 Residential Unit $199,232 Property Square Feet Single Family Residential Units $4,174 per Detached less than 2,100 0 Residential Unit $0 Property Square Feet Residential Units Multi-Family greater than 1,800 67 $4,087 per $273,829 Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 72 $3,685 per $265,320 Property Square Feet Residential Unit Residential Units Multi-Family less than 1,600 67 $3,273 per $219,291 Property Square Feet Residential Unit Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16$) $957,672 Less: Special Tax Buffer(2015-16$)(4%of Expected Max Special Tax Revenues) ($38,307) Net Special Tax Revenues Available for Bond Sizing(2015-16$) $919,365 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent(2%)of the amount in effect in the previous Fiscal Year. D-15 EXHIBIT E IMPROVEMENT AREA NO.4 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO.2015-1 DUBLIN CROSSING) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in Improvement Area No. 4 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in Improvement Area No. 4 of the CFD, unless exempted by law or by the provisions of Section H herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 4. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 4 and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements under the California Government Code and Rule 15c2-12 of the Securities and Exchange Act of 1934 with respect to the Bonds and the Special Tax, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No.4. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. E-1 "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. "Authorized Facilities" means those facilities that are authorized to be funded by CFD No. 2015-1. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, or assumed by Improvement Area No. 4 to fund Authorized Facilities. "Buffer Release" shall occur at such time as the Administrator determines that (i) the Final Bond Sale has occurred, and (ii) the sum of the Maximum Special Taxes that can be collected from all Parcels of Developed Property, combined with (A) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Single Family Detached Property are assumed to fall within the smallest Square Footage Category for Single Family Detached Property, and (B) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Multi- Family Property are assumed to fall within the smallest Square Footage Category for Multi-Family Property, is sufficient to provide the Required Coverage for Improvement Area No. 4. To estimate the number of remaining Residential Units, the Administrator shall reference current Final Maps, condominium plans, site plans, and other such development plans. After making such determination, the Special Tax Buffer shall no longer be needed, and such amount shall be available to factor into future calculations of debt service coverage. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "CFD" or "CFD No. 2015-1" means City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "CFD Formation" means the date on which the Resolution of Formation to form Improvement Area No. 4 was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2015-1. "County" means the County of Alameda. "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached Property, Multi-Family Property, and Taxable Non-Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. E-2 "Expected Land Uses" means the total number of Residential Units expected within Improvement Area No. 4 at the time of CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Sections D and E of this RMA, the Administrator shall update Attachment 1 each time there is a Land Use Change or property annexes into Improvement Area No. 4. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenue as of CFD Formation is shown in Attachment 1, and such amount may be adjusted pursuant to Sections D and E of this RMA,or if Parcels within the CFD prepay all or a portion of the Special Tax obligation. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of Improvement Area No. 4 (excluding any Bond refundings), as determined by the City. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into Improvement Area No. 4, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub- association, that provides services to, and collects dues, fees, or charges from, property within Improvement Area No. 4. "Homeowners Association Property" means any property within the boundaries of Improvement Area No. 4 that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Improvement Area No. 4" means Improvement Area No. 4 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Change" means a proposed or approved change to the Expected Land Uses within Improvement Area No. 4 after CFD Formation. E-3 "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Maximum Special Tax Revenue" means the aggregate Maximum Special Tax that can be levied on all Parcels of Taxable Property within Improvement Area No. 4 in any given Fiscal Year. "Multi-Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share commonwalls. "Net Expected Maximum Special Tax Revenues" means the Expected Maximum Special Tax Revenues less the Special Tax Buffer. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of Improvement Area No. 4 that are not Single Family Detached Property, Homeowner Association Property, Multi-Family Property, or Public Property, as definedherein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. For Taxable Non-Residential Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Non-Residential Property. For Taxable Homeowners Association Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Homeowners Association Property. For Taxable Public Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Public Property. "Public Property" means any property within the boundaries of Improvement Area No. 4 that is owned by the federal government, State of California or other local governments or public agencies. "Required Coverage" means the amount by which the Maximum Special Tax Revenues must exceed the Bond debt service and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. "Residential Unit" means, for Single Family Detached Property, an individual single-family detached unit, and, for Multi-Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 4. "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. E-4 "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Buffer" means a portion of the Maximum Special Tax Revenues that shall not be used to size Bonds to avoid reducing debt service coverage on the Bonds to an amount less than the Required Coverage. Prior to the Buffer Release, the Special Tax Buffer shall be subtracted from the Maximum Special Tax Revenues in order to size the issuance of Bonds. The Special Tax Buffer for Fiscal Year 2015-16 is $21,919, which amount shall be (i) escalated each Fiscal Year by an amount equal to 2.0% of the amount in effect in the prior Fiscal Year, (ii) adjusted if there are changes to the Expected Land Uses, as set forth in Sections D and E, that result in an adjustment to the Expected Maximum Special Tax Revenues with the adjusted Special Tax Buffer being equal to 4.0% of the new Expected Maximum Special Tax Revenues, and (iii) reduced if and when the Administrator determines that Building Permits issued within Improvement Area No. 4 will result in more Residential Units within the smaller Square Footage Categories when compared to the Expected Land Uses. Each time additional Building Permits are issued, the Administrator shall compare the Building Permits issued to the Expected Land Uses and determine if there is a reduction in the Expected Maximum Special Tax Revenues. Any such reduction shall be subtracted from the Special Tax Buffer, and the reduced Special Tax Buffer shall, in the next Fiscal Year and each Fiscal Year thereafter, be escalated by two percent (2%) of the amount in effect in the prior Fiscal Year. "Special Tax Requirement" means the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve funds for the Bonds to the extent such replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Indenture or other legal document that sets forth these terms, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi-Family Property set forth in Section C below. "Taxable Homeowners Association Property" means, in any Fiscal Year, all Parcels of Homeowners Association Property that are not exempt pursuant to Section H below. E-5 "Taxable Non-Residential Property" means, in any Fiscal Year, all Parcels of Non-Residential Property that are not exempt pursuant to Section H below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of Improvement Area No. 4 which are not exempt from the Special Tax pursuant to law or Section Hbelow. "Taxable Public Property" means, in any Fiscal Year, all Parcels of Public Property that are not exempt pursuant to Section H below. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi-Family Property, or Taxable Non-Residential Property, and (iii) determine if there is any Taxable Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In addition, the Administrator shall, on an ongoing basis, track the current balance of the Special Tax Buffer and determine whether the Buffer Release can take place. In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 4 was recorded after January I of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. C. MAXIMUM SPECIAL TAX 4. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within Improvement Area No. 4 for each Fiscal Year in which the Special Tax is levied and collected: E-6 TABLE 1 Developed Property Fiscal Year 2015-16 aximum Special Taxes Maximum Square Footage Special Tax Land Use Category Fiscal Year 2015-16 Residential Units Single Family greater than 2,300 $4,878 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $4,528 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $4,174 per Detached Property Square Feet Residential Unit Residential Units Multi-Family greater than 1,800 $4,087 per Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 $3,685 per Property Square Feet Residential Unit Residential Units Multi-Family Less than 1,600 $3,273 per Property Square Feet Residential Unit *On July 1, 2016 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 2.0%of the amount in effect for the prior Fiscal Year. Once a Special Tax has been levied on a Parcel of Developed Property, the Maximum Special Tax applicable to that Parcel shall not be reduced in future Fiscal Years because of changes in land use on the Parcel. Notwithstanding the foregoing, the actual Special Tax levied on a Parcel of Developed Property in any Fiscal Year may be less than the Maximum Special Tax if the Special Tax Requirement does not require the levy of the Maximum Special Tax pursuant to Section F below. 5. Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property The Maximum Special Tax for Parcels of Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property in Fiscal Year 2015-16 is $78,700 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. E-7 6. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2015-16 is $78,700 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D. LAND USE CHANGES The Expected Maximum Special Tax Revenues for Improvement Area No. 4, which is shown in Attachment 1, was calculated based on the Expected Land Uses at CFD Formation. As set forth in Section E herein, Attachment 1 shall be modified to reflect the Expected Land Uses and Expected Maximum Special Tax Revenues for Improvement Area No. 4 if property is annexed to Improvement Area No. 4. Attachment 1 is also subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes within Improvement Area No. 4 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. If,prior to the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size Bond sales. If, after the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Net Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the Required Coverage. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size future bond sales. If, after the first Bond sale, the Administrator determines that a proposed Land Use Change would reduce debt service coverage on outstanding Bonds below the Required Coverage, a prepayment must be made by the landowner requesting the Land Use Change in an amount sufficient to retire Bonds in the amount necessary to maintain the Required Coverage. E. ANNEXATIONS If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 4, the Administrator shall apply the following steps as part of the annexation proceedings: Step 1. Working with City staff and the landowner, the Administrator shall determine the number of Residential Units within each Square Footage Category that are expected to be built within the area to be annexed. Step 2. The Administrator shall prepare and keep on file an updated Attachment 1 that adds the annexed property and identifies the revised Expected Land Uses, Expected Maximum Special Tax Revenues, and Special Tax Buffer for E-8 Improvement Area No. 4. After the annexation is complete, the application of Sections D, F and I of this RMA shall be based on the adjusted Expected Land Uses and Expected Maximum Special Tax Revenues including the newly annexed property. Step 3. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD. Step 4. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Expected Maximum Special Tax Revenues that can be collected after the annexation by the Expected Maximum Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation. Step 5. The Administrator shall increase the acreage of exempt Public Property and exempt Homeowners Association Property to include such acreage as estimated in the area that was annexed. F. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: Step 1. In all Fiscal Years prior to the earlier of(i) the funding of all the Authorized Facilities or (ii) the fifteenth Fiscal Year in which a Special Tax is levied on Parcels in Improvement Area No. 4, the Maximum Special Tax shall be levied on all Parcels of Developed Property. Pursuant to the flow of funds set forth in the Indenture, any Special Tax proceeds collected that are not needed to pay debt service on the Bonds, replenish reserves, or pay Administrative Expenses shall be used to pay directly for Authorized Facilities. After the Fiscal Year in which the earlier of the two dates set forth above occurs, the Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. Step 3. If additional revenue is needed after Step 2 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Homeowners Association Property up to 100% of the Maximum E-9 Special Tax for each Parcel of Taxable Homeowners Association Property. Step 4. If additional revenue is needed after Step 3 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property. G. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax shall be levied and collected until principal and interest on all Bonds have been repaid, costs of constructing or acquiring Authorized Facilities have been paid, and all Administrative Expenses have been paid or reimbursed. However, in no event shall Special Taxes be levied after Fiscal Year 2050-51. Under no circumstances may the Special Tax on a Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 6.49 Acres of Homeowners Association Property in Improvement Area No. 4, which acreage amounts will be adjusted with each annexation of property into Improvement Area No. 4 as set forth in Section E above. Tax-exempt status will be assigned by the Administrator to Homeowners Association Property in chronological order based on the date on which Parcels are transferred to the Homeowners Association. As of CFD Formation, there was no Public Property or Non-Residential Property expected within Improvement Area No. 4; therefore, all Public Property and all Non-Residential Property in Improvement Area No. 4 shall be Taxable Public Property and Taxable Non-Residential Property for purposes of this RMA. L PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section L "Construction Fund" means the account (regardless of its name) identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct Authorized Facilities. "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from E-10 the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued prior to the date of prepayment. "Public Facilities Requirement" means either $7.6 million in 2015 dollars, escalated two percent (2.0%) per year beginning July 1, 2016 and each July 1 thereafter, or such lower number as shall be determined by the City as sufficient to fund the Authorized Facilities. "Remaining Facilities Costs" means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds or Special Taxes. 1. Full Prepayment The Special Tax obligation applicable to an Assessor's Parcel in Improvement Area No. 4 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage. The Prepayment Amount shall be calculated as follows (capitalized terms as defined above or below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Determine the greater of (i) the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the City, or (ii) the Maximum Special Tax that could be collected from the Parcel at buildout based on Expected Land Uses at the time the prepayment is calculated. Step 2. Divide the Maximum Special Tax computed pursuant to Step 1 for such Assessor's Parcel by the lesser of(i) the Maximum Special Tax Revenue that could be collected in that Fiscal Year from property in Improvement Area E-11 No. 4, or (ii) the Maximum Special Tax revenues that could be generated at buildout of property in Improvement Area No. 4 based on the Expected Land Uses at the time the prepayment is calculated. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond RedemptionAmount'�. Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Amount'. Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or prior to the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied, Steps 7, 8 and 9 of this prepayment formula will not apply. Step 8. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9. Subtract the amount computed pursuant to Step 8 from the amount computed pursuant to Step 7 (the "Defeasance Requirement'. Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the "PrepaymentAmount'�. E-12 Step 13. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Construction Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is established to pay Administrative Expenses of Improvement Area No. 4. Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. 2. Partial Prepayment A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment, except that the full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parcel after a partial prepayment is made shall be determined as follows: Step 1. Calculate the full prepayment (not including the amount collected for Administrative Fees and Expenses) that would be due from the Parcel if the entire Special Tax obligation were being prepaid pursuant to Section 1.1 above. Step 2. Divide the partial prepayment amount for the Parcel (not including the amount collected for Administrative Fees and Expenses) by the amount computed in Step 1 to determine a percentage. Step 3. Subtract the percentage computed in Step 2 from 100% to determine the "Remaining Percentage." Step 4. Multiply the Remaining Percentage from Step 3 by the Maximum Special Tax for the Parcel to determine the new Maximum Special Tax that will be in effect for the Parcel after the partial prepayment is applied. When a partial prepayment is received, the proceeds shall be deposited as follows: • The amount computed pursuant to Step 10 in Section L 1 shall be deposited into the account or fund that is established to pay Administrative Expenses of Improvement Area No. 4. • The sum of the amounts computed pursuant to Steps 3, 6, and 9 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the appropriate fund established under the Indenture to be used to retire Outstanding Bonds or make debt service payments. E-13 • The amount computed pursuant to Step 5 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the Construction Fund. Once a partial prepayment has been received, an Amendment to Special Tax Lien shall be recorded against the Parcel. However, an Amendment to Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. J. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. E-14 ATTACHMENT 1 Improvement Area No. 4 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Expected Land Uses and Expected Maximum Special Tax Revenue Expected Maximum Special Tax Expected Maximum Land Use Square Footage Number of per Unit Special Tax Category Units FY 2015-16[1] Revenue [1] Single Family Residential Units $4,878 per Detached greater than 2,300 23 Residential Unit $112,194 Property Square Feet Single Family Residential Units $4,528 per Detached 2,100 to 2,300 23 Residential Unit $104,144 Property Square Feet Single Family Residential Units $4,174 per Detached less than 2,100 23 Residential Unit $96,002 Property Square Feet Residential Units Multi-Family greater than 1,800 21 $4,087 per $85,827 Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 22 $3,685 per $81,070 Property Square Feet Residential Unit Residential Units Multi-Family less than 1,600 21 $3,273 per $68,733 Property Square Feet Residential Unit Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16$) $547,970 Less: Special Tax Buffer(2015-16$)(4%of Expected Max Special Tax Revenues) ($21,919) Net Special Tax Revenues Available for Bond Sizing(2015-16$) $526,051 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent(2%)of the amount in effect in the previous Fiscal Year. E-15 EXHIBIT F IMPROVEMENT AREA NO. 5 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO.2015-1 DUBLIN CROSSING) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A Special Tax applicable to each Assessor's Parcel in Improvement Area No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described herein. All of the property in Improvement Area No. 5 of the CFD, unless exempted by law or by the provisions of Section H herein, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to Improvement Area No. 5. A. DEFINITIONS The terms hereinafter set forth have the following meanings: "Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel map recorded at the County Recorder's Office. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 5 and the Bonds, including, but not limited to, the levy and collection of the Special Tax, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Tax, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements under the California Government Code and Rule 15c2-12 of the Securities and Exchange Act of 1934 with respect to the Bonds and the Special Tax, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No. 5. "Administrator" shall mean the person or firm designated by the City to administer the Special Tax according to this RMA. F-1 "Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel number. "Assessor's Parcel Map" means an official map of the County Assessor designating Parcels by Assessor's Parcel number. "Authorized Facilities" means those facilities that are authorized to be funded by CFD No. 2015-1. "Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, or assumed by Improvement Area No. 5 to fund Authorized Facilities. "Buffer Release" shall occur at such time as the Administrator determines that (i) the Final Bond Sale has occurred, and (ii) the sum of the Maximum Special Taxes that can be collected from all Parcels of Developed Property, combined with (A) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Single Family Detached Property are assumed to fall within the smallest Square Footage Category for Single Family Detached Property, and (B) the Maximum Special Taxes that would be generated if the Residential Units expected to be built on all remaining Parcels of Multi-Family Property are assumed to fall within the smallest Square Footage Category for Multi-Family Property, is sufficient to provide the Required Coverage for Improvement Area No. 5. To estimate the number of remaining Residential Units, the Administrator shall reference current Final Maps, condominium plans, site plans, and other such development plans. After making such determination, the Special Tax Buffer shall no longer be needed, and such amount shall be available to factor into future calculations of debt service coverage. "Building Permit" means a permit that allows for vertical construction of a Residential Unit or a building with multiple Residential Units, and shall not include a separate permit issued for construction of the foundation thereof. "Capitalized Interest" means funds in any capitalized interest account available to pay debt service on Bonds. "CFD" or "CFD No. 2015-1" means City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing). "CFD Formation" means the date on which the Resolution of Formation to form Improvement Area No. 5 was adopted by the City Council. "City" means the City of Dublin. "City Council" means the City Council of the City of Dublin, acting as the legislative body of CFD No. 2015-1. "County" means the County of Alameda. "Developed Property" means, in any Fiscal Year, all Parcels of Single Family Detached F-2 Property, Multi-Family Property, and Taxable Non-Residential Property for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. "Development Class" means, individually, Developed Property and Undeveloped Property. "Expected Land Uses" means the total number of Residential Units expected within Improvement Area No. 5 at the time of CFD Formation, as identified in Attachment 1 of this RMA. Pursuant to Sections D and E of this RMA, the Administrator shall update Attachment 1 each time there is a Land Use Change or property annexes into Improvement Area No. 5. "Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenue as of CFD Formation is shown in Attachment 1, and such amount may be adjusted pursuant to Sections D and E of this RMA,or if Parcels within the CFD prepay all or a portion of the Special Tax obligation. "Final Bond Sale" means the last series of Bonds that will be issued on behalf of Improvement Area No. 5 (excluding any Bond refundings), as determined by the City. "Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) that creates lots which do not need to be further subdivided prior to issuance of a building permit for a residential structure. The term "Final Map" shall not include any Assessor's Parcel map or subdivision map, or portion thereof, that does not create lots that are in their final configuration, including Assessor's Parcels that are designated as remainder parcels. "Fiscal Year" means the period starting July 1 and ending on the following June 30. "Future Annexation Area" means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as "future annexation area" on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into Improvement Area No. 5, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act. "Homeowners Association" means the homeowners association, including any master or sub- association, that provides services to, and collects dues, fees, or charges from, property within Improvement Area No. 5. "Homeowners Association Property" means any property within the boundaries of Improvement Area No. 5 that is owned in fee or by easement by the Homeowners Association, not including any such property that is located directly under a residential structure. "Improvement Area No. 5" means Improvement Area No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). F-3 "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Change" means a proposed or approved change to the Expected Land Uses within Improvement Area No. 5 after CFD Formation. "Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in any Fiscal Year determined in accordance with Section C below. "Maximum Special Tax Revenue" means the aggregate Maximum Special Tax that can be levied on all Parcels of Taxable Property within Improvement Area No. 5 in any given Fiscal Year. "Multi-Family Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a residential structure consisting of two or more Residential Units that share commonwalls. "Net Expected Maximum Special Tax Revenues" means the Expected Maximum Special Tax Revenues less the Special Tax Buffer. "Non-Residential Property" means, in any Fiscal Year, all Parcels of Developed Property within the boundaries of Improvement Area No. 5 that are not Single Family Detached Property, Homeowner Association Property, Multi-Family Property, or Public Property, as defined herein. "Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax authorized to be levied is equal for all Parcels of Undeveloped Property. For Taxable Non- Residential Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Non-Residential Property. For Taxable Homeowners Association Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Homeowners Association Property. For Taxable Public Property, "Proportionately" means that the ratio of the actual Special Tax levied to the Maximum Special Tax is equal for all Parcels of Taxable Public Property. "Public Property" means any property within the boundaries of Improvement Area No. 5 that is owned by the federal government, State of California or other local governments or public agencies. "Required Coverage" means the amount by which the Maximum Special Tax Revenues must exceed the Bond debt service and required Administrative Expenses, as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. F-4 "Residential Unit" means, for Single Family Detached Property, an individual single- family detached unit, and, for Multi-Family Property, an individual residential unit within a duplex, halfplex, triplex, fourplex, townhome, live/work or condominium structure, or apartment building. "RMA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 5. "Single Family Detached Property" means, in any Fiscal Year, all Parcels for which a Building Permit was issued for construction of a Residential Unit that does not share a common wall with another Residential Unit. "Special Tax" means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement. "Special Tax Buffer" means a portion of the Maximum Special Tax Revenues that shall not be used to size Bonds to avoid reducing debt service coverage on the Bonds to an amount less than the Required Coverage. Prior to the Buffer Release, the Special Tax Buffer shall be subtracted from the Maximum Special Tax Revenues in order to size the issuance of Bonds. The Special Tax Buffer for Fiscal Year 2015-16 is $60,213, which amount shall be (i) escalated each Fiscal Year by an amount equal to 2.0% of the amount in effect in the prior Fiscal Year, (ii) adjusted if there are changes to the Expected Land Uses, as set forth in Sections D and E, that result in an adjustment to the Expected Maximum Special Tax Revenues with the adjusted Special Tax Buffer being equal to 4.0% of the new Expected Maximum Special Tax Revenues, and (iii) reduced if and when the Administrator determines that Building Permits issued within Improvement Area No. 5 will result in more Residential Units within the smaller Square Footage Categories when compared to the Expected Land Uses. Each time additional Building Permits are issued, the Administrator shall compare the Building Permits issued to the Expected Land Uses and determine if there is a reduction in the Expected Maximum Special Tax Revenues. Any such reduction shall be subtracted from the Special Tax Buffer, and the reduced Special Tax Buffer shall, in the next Fiscal Year and each Fiscal Year thereafter, be escalated by two percent (2%) of the amount in effect in the prior Fiscal Year. "Special Tax Requirement" means the amount necessary in any Fiscal Year (i) to pay principal and interest on Bonds which are due in the calendar year which begins in such Fiscal Year, (ii) to create and/or replenish reserve funds for the Bonds to the extent such replenishment has not been included in the computation of Special Tax Requirement in a previous Fiscal Year, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities so long as the direct payment for Authorized Facilities does not increase the Special Taxes on Undeveloped Property. The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Indenture or other legal document that sets forth these terms, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the Bonds as determined by the Administrator. F-5 "Square Foot" or "Square Footage" means the square footage of a Residential Unit reflected on a Building Permit, condominium plan, site plan, or other such document. If the Square Footage shown on a site plan or condominium plan is inconsistent with the Square Footage reflected on the Building Permit issued for construction of the Residential Unit, the Square Footage from the Building Permit shall be used to determine the appropriate Square Footage Category for the Residential Unit. "Square Footage Category" means one of the six different categories of Single Family Detached Property and Multi-Family Property set forth in Section C below. "Taxable Homeowners Association Property" means, in any Fiscal Year, all Parcels of Homeowners Association Property that are not exempt pursuant to Section H below. "Taxable Non-Residential Property" means, in any Fiscal Year, all Parcels of Non- Residential Property that are not exempt pursuant to Section H below. "Taxable Property" means all of the Assessor's Parcels within the boundaries of Improvement Area No. 5 which are not exempt from the Special Tax pursuant to law or Section Hbelow. "Taxable Public Property" means, in any Fiscal Year, all Parcels of Public Property that are not exempt pursuant to Section H below. "Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property. B. DATA FOR ADMINISTRATION OF SPECIAL TAX Each Fiscal Year, the Administrator shall (i) categorize each Parcel of Taxable Property as Developed Property or Undeveloped Property, (ii) categorize each Parcel of Developed Property as Single Family Detached Property, Multi-Family Property, or Taxable Non- Residential Property, and (iii) determine if there is any Taxable Homeowners Association Property or Taxable Public Property. For Multi-Family Property, the number of Residential Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan. In addition, the Administrator shall, on an ongoing basis, track the current balance of the Special Tax Buffer and determine whether the Buffer Release can take place. In any Fiscal Year, if it is determined that: (i) a parcel map for property in Improvement Area No. 5 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created parcels is in a different Development Class than other parcels created by the subdivision, the Administrator shall calculate the Special Tax for the property affected by recordation of the parcel map by determining the Special Tax that applies separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map. F-6 C. MAXIMUM SPECIAL TAX 1. Developed Property The following maximum Special Tax rates shall apply to all Parcels of Developed Property within Improvement Area No. 5 for each Fiscal Year in which the Special Tax is levied and collected: TABLE 1 Developed Property Fiscal Year 2015-16 Maximum Special Taxes Maximum Square Footage Special Tax Land Use Category (Fiscal Year 2015-16)* Residential Units Single Family greater than 2,300 $4,878 per Detached Property Square Feet Residential Unit Residential Units Single Family 2,100 to 2,300 $4,528 per Detached Property Square Feet Residential Unit Residential Units Single Family less than 2,100 $4,174 per Detached Property Square Feet Residential Unit Residential Units Multi-Family greater than 1,800 $4,087 per Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 $3,685 per Property Square Feet Residential Unit Residential Units Multi-Family Less than 1,600 $3,273 per Property Square Feet Residential Unit *On July 1, 2016 and on each July 1 thereafter, the Maximum Special Taxes shown in Table 1 shall be increased by an amount equal to 2.0%of the amount in effect for the prior Fiscal Year. Once a Special Tax has been levied on a Parcel of Developed Property, the Maximum Special Tax applicable to that Parcel shall not be reduced in future Fiscal Years because of changes in land use on the Parcel. Notwithstanding the foregoing, the actual Special Tax levied on a Parcel of Developed Property in any Fiscal Year may be less than the Maximum Special Tax if the Special Tax Requirement does not require the levy of the Maximum Special Tax pursuant to Section F below. F-7 2. Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property The Maximum Special Tax for Parcels of Taxable Non-Residential Property, Taxable Homeowners Association Property and Taxable Public Property in Fiscal Year 2015-16 is $118,900 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. 3. Undeveloped Property The Maximum Special Tax for Parcels of Undeveloped Property in Fiscal Year 2015-16 is $118,900 per Acre, which shall be increased on July 1, 2016 and on each July 1 thereafter by an amount equal to 2.0% of the amount in effect for the prior Fiscal Year. D. LAND USE CHANGES The Expected Maximum Special Tax Revenues for Improvement Area No. 5, which is shown in Attachment 1, was calculated based on the Expected Land Uses at CFD Formation. As set forth in Section E herein, Attachment 1 shall be modified to reflect the Expected Land Uses and Expected Maximum Special Tax Revenues for Improvement Area No. 5 if property is annexed to Improvement Area No. 5. Attachment 1 is also subject to modification upon the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes within Improvement Area No. 5 and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected Maximum Special Tax Revenues. If,prior to the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size Bond sales. If, after the first Bond sale, a Land Use Change is proposed that will result in a reduction in the Expected Maximum Special Tax Revenues, no action will be needed pursuant to this Section D as long as the reduction in Net Expected Maximum Special Tax Revenues does not reduce debt service coverage on outstanding Bonds below the Required Coverage. Upon approval of the Land Use Change, the Administrator shall update Attachment 1 to show the reduced Net Expected Maximum Special Tax Revenues, which shall then be the amount used to size future bond sales. If, after the first Bond sale, the Administrator determines that a proposed Land Use Change would reduce debt service coverage on outstanding Bonds below the Required Coverage, a prepayment must be made by the landowner requesting the Land Use Change in an amount sufficient to retire Bonds in the amount necessary to maintain the Required Coverage. F-8 E. ANNEXATIONS If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 5, the Administrator shall apply the following steps as part of the annexation proceedings: Step 1. Working with City staff and the landowner, the Administrator shall determine the number of Residential Units within each Square Footage Category that are expected to be built within the area to be annexed. Step 2. The Administrator shall prepare and keep on file an updated Attachment 1 that adds the annexed property and identifies the revised Expected Land Uses, Expected Maximum Special Tax Revenues, and Special Tax Buffer for Improvement Area No. 5. After the annexation is complete, the application of Sections D, F and I of this RMA shall be based on the adjusted Expected Land Uses and Expected Maximum Special Tax Revenues including the newly annexed property. Step 3. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD. Step 4. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Expected Maximum Special Tax Revenues that can be collected after the annexation by the Expected Maximum Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation. Step 5. The Administrator shall increase the acreage of exempt Public Property and exempt Homeowners Association Property to include such acreage as estimated in the area that was annexed. F. METHOD OF LEVY OF THE SPECIAL TAX Each Fiscal Year, the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year. A Special Tax shall then be levied according to the following steps: Step 1. In all Fiscal Years prior to the earlier of(i) the funding of all the Authorized Facilities or (ii) the fifteenth Fiscal Year in which a Special Tax is levied on Parcels in Improvement Area No. 5, the Maximum Special Tax shall be levied on all Parcels of Developed Property. Pursuant to the flow of funds set forth in the Indenture, any Special Tax proceeds collected that are not needed to pay debt service on the Bonds, replenish reserves, or pay Administrative Expenses shall be used to pay directly for Authorized F-9 Facilities. After the Fiscal Year in which the earlier of the two dates set forth above occurs, the Special Tax shall be levied Proportionately on each Parcel of Developed Property, up to 100% of the Maximum Special Tax for each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement. Step 2. If additional revenue is needed after Step 1 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Undeveloped Property up to 100% of the Maximum Special Tax for each Parcel of Undeveloped Property. Step 3. If additional revenue is needed after Step 2 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Homeowners Association Property up to 100% of the Maximum Special Tax for each Parcel of Taxable Homeowners Association Property. Step 4. If additional revenue is needed after Step 3 to pay the Special Tax Requirement, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property, up to 100% of the Maximum Special Tax for each Parcel of Taxable Public Property. G. MANNER OF COLLECTION OF SPECIAL TAXES The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods. The Special Tax shall be levied and collected until principal and interest on all Bonds have been repaid, costs of constructing or acquiring Authorized Facilities have been paid, and all Administrative Expenses have been paid or reimbursed. However, in no event shall Special Taxes be levied after Fiscal Year 2050-51. Under no circumstances may the Special Tax on a Parcel in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. F-10 H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 14.72 Acres of Homeowners Association Property in Improvement Area No. 5, which acreage amounts will be adjusted with each annexation of property into Improvement Area No. 5 as set forth in Section E above. Tax-exempt status will be assigned by the Administrator to Homeowners Association Property in chronological order based on the date on which Parcels are transferred to the Homeowners Association. As of CFD Formation, there was no Public Property or Non-Residential Property expected within Improvement Area No. 5; therefore, all Public Property and all Non-Residential Property in Improvement Area No. 5 shall be Taxable Public Property and Taxable Non-Residential Property for purposes of this RMA. L PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section L "Construction Fund" means the account (regardless of its name) identified in the Indenture to hold funds which are currently available for expenditure to acquire or construct Authorized Facilities. "Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula. "Previously Issued Bonds" means all Bonds that have been issued prior to the date of prepayment. "Public Facilities Requirement" means either $21 million in 2015 dollars, escalated two percent (2.0%) per year beginning July 1, 2016 and each July 1 thereafter, or such lower number as shall be determined by the City as sufficient to fund the Authorized Facilities. "Remaining Facilities Costs" means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds or Special Taxes. 1. Full Prepayment The Special Tax obligation applicable to an Assessor's Parcel in Improvement Area No. 5 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax F-11 obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage. The Prepayment Amount shall be calculated as follows (capitalized terms as defined above or below): Bond Redemption Amount plus Remaining Facilities Amount plus Redemption Premium plus Defeasance Requirement plus Administrative Fees and Expenses less Reserve Fund Credit equals Prepayment Amount As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps: Step 1. Determine the greater of(i) the total Maximum Special Tax that could be collected from the Assessor's Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be received by the City, or (ii) the Maximum Special Tax that could be collected from the Parcel at buildout based on Expected Land Uses at the time the prepayment is calculated. Step 2. Divide the Maximum Special Tax computed pursuant to Step 1 for such Assessor's Parcel by the lesser of (i) the Maximum Special Tax Revenue that could be collected in that Fiscal Year from property in Improvement Area No. 5, or (ii) the Maximum Special Tax revenues that could be generated at buildout of property in Improvement Area No. 5 based on the Expected Land Uses at the time the prepayment is calculated. Step 3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond RedemptionAmount'�. Step 4. Compute the current Remaining Facilities Costs (if any). Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the "Remaining Facilities Amount'). Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium'. Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the last Bond interest payment date on which interest F-12 has been or will be paid by Special Taxes already levied until the earliest redemption date for the Outstanding Bonds. If Bonds are callable at or prior to the last Bond interest payment date on which interest has been or will be paid by Special Taxes already levied, Steps 7, 8 and 9 of this prepayment formula will not apply. Step 8. Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds. Step 9. Subtract the amount computed pursuant to Step 8 from the amount computed pursuant to Step 7 (the "Defeasance Requirement'. Step 10. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds and recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses'. Step 11. If, at the time the prepayment is calculated, the reserve fund is greater than or equal to the reserve requirement, and to the extent so provided in the Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit'. Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step 11 (the "PrepaymentAmount'�. Step 13. From the Prepayment Amount, the amounts computed pursuant to Steps 3, 6, and 9 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 5 shall be deposited into the Construction Fund. The amount computed pursuant to Step 10 shall be retained in the account or fund that is established to pay Administrative Expenses of Improvement Area No. 5. Once a full prepayment has been received, a Notice of Cancellation of Special Tax Lien shall be recorded against the Parcel. However, a Notice of Cancellation of Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. F-13 2. Partial Prepayment A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party making a partial prepayment, except that the full amount of Administrative Fees and Expenses determined in Step 10 shall be included in the partial prepayment. The Maximum Special Tax that can be levied on a Parcel after a partial prepayment is made shall be determined as follows: Step 1. Calculate the full prepayment (not including the amount collected for Administrative Fees and Expenses) that would be due from the Parcel if the entire Special Tax obligation were being prepaid pursuant to Section 1.1 above. Step 2. Divide the partial prepayment amount for the Parcel (not including the amount collected for Administrative Fees and Expenses) by the amount computed in Step 1 to determine a percentage. Step 3. Subtract the percentage computed in Step 2 from 100% to determine the "Remaining Percentage." Step 4. Multiply the Remaining Percentage from Step 3 by the Maximum Special Tax for the Parcel to determine the new Maximum Special Tax that will be in effect for the Parcel after the partial prepayment is applied. When a partial prepayment is received, the proceeds shall be deposited as follows: • The amount computed pursuant to Step 10 in Section L 1 shall be deposited into the account or fund that is established to pay Administrative Expenses of Improvement Area No. 5. • The sum of the amounts computed pursuant to Steps 3, 6, and 9 in Section L 1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the appropriate fund established under the Indenture to be used to retire Outstanding Bonds or make debt service payments. • The amount computed pursuant to Step 5 in Section 1.1 shall be multiplied by the percentage determined in Step 2 of this Section L2, and the product shall be the amount deposited into the Construction Fund. Once a partial prepayment has been received, an Amendment to Special Tax Lien shall be recorded against the Parcel. However, an Amendment to Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected. F-14 J. INTERPRETATION OF SPECIAL TAX FORMULA The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City's discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA. F-15 ATTACHMENT 1 Improvement Area No. 5 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Expected Land Uses and Expected Maximum Special Tax Revenue Expected Maximum Special Tax Expected Maximum Land Use Square Footage Number of per Unit Special Tax Category Units FY 2015-16[1] Revenue [1] Single Family Residential Units $4,878 per Detached greater than 2,300 34 Residential Unit $165,852 Property Square Feet Single Family Residential Units $4,528 per Detached 2,100 to 2,300 36 Residential Unit $163,008 Property Square Feet Single Family Residential Units $4,174 per Detached less than 2,100 34 Residential Unit $141,916 Property Square Feet Residential Units Multi-Family greater than 1,800 93 $4,087 per $380,091 Property Square Feet Residential Unit Residential Units Multi-Family 1,600 to 1,800 95 $3,685 per $350,075 Property Square Feet Residential Unit Residential Units Multi-Family less than 1,600 93 $3,273 per $304,389 Property Square Feet Residential Unit Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16$) $1,505,331 Less: Special Tax Buffer(2015-16$)(4%of Expected Max Special Tax Revenues) ($60,213) Net Special Tax Revenues Available for Bond Sizing(2015-16$) $1,445,118 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent(2%)of the amount in effect in the previous Fiscal Year. F-16 EXHIBIT G INCIDENTAL EXPENSES AND COSTS OF ISSUANCE OF OBLIGATIONS It is anticipated that the following incidental expenses may be incurred in the proposed legal proceedings for formation of CFD No. 2015-1, implementation of the Authorized CFD Public Improvements and related debt financing and will be payable from proceeds of the Obligations secured by proceeds of the Special Tax or directly from the proceeds of the Special Tax: Engineering consulting services Facilities design services Construction management services Special tax consultant services District staff and District general counsel review, oversight and administrative services Bond and Disclosure Counsel services Special tax administration services Real estate appraisal services Services for the administration of the Obligations Publishing and mailing of notices Recording fees Establishment of debt service reserve fund and subsequent restoration of the amount on deposit therein to the "reserve requirement," as said term is defined in the instrument by which any Obligation is issued or executed Governmental notification and filing fees The expenses of certain recurring services pertaining to CFD No. 2015-1 may be included in each annual special tax levy, and these expenses are described in the applicable Rate and Method of Apportionment of Special Tax, attached to this resolution as Exhibits B through F, inclusive, for the five separate Improvement Areas of CFD No. 2015-1. The foregoing enumeration shall not be regarded as exclusive and shall be deemed to include any other incidental expenses of a like nature which may be incurred from time to time with respect to CFD No. 2015-1. 2427320.1 G-1 RESOLUTION NO. XX-15 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN DECLARING INTENTION TO INCUR INDEBTEDNESS Community Facilities District No. 2015-1 (Dublin Crossing) WHEREAS, this City Council (this "City Council") of the City of Dublin (the "City") has, by resolution adopted this same date (the "Resolution of Intention"), declared its intention to take legal proceedings pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code) (the "Act") to (a) establish a community facilities district to be known as "Community Facilities District No. 2015-1 (Dublin Crossing), City of Dublin, County of Alameda, State of California" ("CFD No. 2015-1"), (b) designate the territory initially included within CFD No. 2015-1 as Improvement Area No. 1, (c) designate additional territory as Future Annexation Area and (d) approve each of five instruments providing the rate and method of apportionment of special tax (each, an "RMA"), with each RMA applicable to one of the five anticipated improvement areas within CFD No. 2015-1, said five RMAs being attached to the Resolution of Intention as Exhibits B through F, inclusive; and WHEREAS, the purpose of establishing CFD No. 2015-1 (hereafter, all references to CFD No. 2015-1 shall be deemed to include the territory initially designated as Improvement Area No. 1 and additional territory later annexed to CFD No. 2015-1) is to provide financing, through the levy and collection of a special tax on taxable property within CFD No. 2015-1 (the "Special Tax") and the issuance and sale of special tax bonds or the establishment of other forms of debt obligations (the "Obligations") to be secured by and payable from proceeds of the Special Tax, for (a) a portion of the cost and expense of certain authorized public and private utility capital improvements and fees (the "Authorized CFD Public Improvements"), together with related incidental expenses of the authorized improvements and the legal proceedings for formation of CFD No. 2015-1, (b) establishment of a reserve fund for the Obligations, (c) funding of the costs of issuance of the Obligations and (d) funding of the on-going costs of administration of CFD No. 2015-1; and WHEREAS, pursuant to Section 53345 of the Act, whenever this City Council deems it necessary for a community facilities district to incur indebtedness, it shall declare its intention to do so by resolution, as set forth in this resolution. NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows: Section 1. In conformity with the requirements of Section 53345 of the Act, this City Council finds and declares that, in order to finance the acquisition, construction and installation of the Authorized CFD Public Improvements and related incidental expenses, as more fully stated in the Resolution of Intention, it is necessary to incur one or more Obligations to be secured by and to be payable, as to the principal of and the interest thereon, from proceeds of the Special Tax. Section 2. The purpose for which the Obligations are to be established and incurred is to provide the funds necessary to pay the costs and expenses of acquiring, constructing and installing the Authorized CFD Public Improvements and related incidental expenses described in Exhibit A of the Resolution of Intention and the related incidental expenses of the legal proceedings and bond issuance costs described in Exhibit G of the Resolution of Intention. Section 3. As further provided by the Resolution of Intention, CFD No. 2015-1 is being established with the territory initially included within its boundary designated as Improvement Area No. 1 and with additional territory designated as Future Annexation Area. Territory in the Future Annexation Area, when annexed to CFD No.2015-1, may be either (a) designated as a separate improvement area (each, an "Improvement Area") or (b) annexed to a previously- established Improvement Area, and the Special Tax will be levied upon the nonexempt property within each Improvement Area in accordance with an RMA adopted for a specific Improvement Area. The five separate RMAs, which are set forth as Exhibits B through F, inclusive, of the Resolution of Intention, correspond with five separate Improvement Areas identified as Improvement Area No. 1, 2, 3, 4 and 5, respectively. The Obligations will be issued in sequential series, with each series to be secured solely by the proceeds of the Special Tax levied on the nonexempt property within a given Improvement Area, beginning with Improvement Area No. 1. The maximum principal amount of the proposed Obligations to be authorized for CFD No. 2015-1 is $150 million. The estimated allocation of this amount to the five respective Improvement Areas of CFD No. 2015-1 is as follows: a. For Improvement Area No. 1, $46 million; b. For Improvement Area No. 2, $34 million; c. For Improvement Area No. 3, $23 million; d. For Improvement Area No. 4, $12 million; and e. For Improvement Area No. 5, $35 million. This estimated allocation among the respective Improvement Areas is based upon present assumptions respecting (a) which portions of the territory comprising the Future Annexation Area will be annexed into the respective Improvement Areas and (b) how those portions of the territory will be developed, and the estimated allocation is subject to modification by the Administrator (as said term is defined in the Improvement Area No. 1 RMA) if the territory annexed to any given Improvement Area is different from the present assumptions or if those portions of the territory are developed differently than presently assumed; provided that the total maximum principal amount of the proposed Obligations shall remain at $150 million. Section 4. This City Council hereby sets Tuesday, June 2, 2015, at 7:00 p.m. or as soon thereafter as the matter may be heard, in the City Council Chamber at the Dublin Civic Center, 100 Civic Plaza, Dublin, California, as the time and place for a public hearing by this City Council on the proposed Obligations. At that time and place any persons interested, including but not limited to any persons owning property in the proposed CFD No. 2015-1, will be heard. Section 5. It is the intention of this City Council that any such Obligations, when established, shall be made callable (if bonds) or prepayable (if loan agreements or like 2 instruments) in accordance with the terms of the Act. Section 6. This City Council hereby directs the City Clerk of the City to publish a notice of hearing, containing the matters specified by Section 55346 of the Act, once in a newspaper in general circulation in the area of CFD No. 2015-1, said publication to occur no later than seven days before the date of the public hearing. Section 7. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 21St day of April, 2015, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 3