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HomeMy WebLinkAboutItem 6.2 Community Facilities Dist Formation or nU,�� 19 82 STAFF REPORT CITY CLERK ` CITY COUNCIL File #360-70 DATE: June 2, 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 conduct a public hearing, hold a special mailed ballot election and conduct related proceedings for the formation of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). FINANCIAL IMPACT: The holding of the Public Hearing, the adoption of these resolutions, and the introduction of the ordinance 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, in this case 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 receive and file the Community Facilities District Report prepared by Goodwin Consulting Group, Inc., conduct a public hearing regarding (a) the establishment of Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1") including designation of Improvement Area No. 1 and Future Annexation Area, and (b) deeming it necessary to incur indebtedness for CFD No. 2015-1, and take the following actions: 1. Adopt a Resolution Forming and Establishing City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) and Calling a Special Mailed-Ballot Election of the Proposition of Levying the Special Taxes Within CFD No. 2015-1. 2. Adopt a Resolution Deeming it Necessary to Incur Indebtedness for Community Facilities District No. 2015-1 (Dublin Crossing). 3. Adopt a Resolution Calling a Special Mailed-Ballot Election for Community Facilities District No. 2015-1(Dublin Crossing). Following the adoption of the above resolutions, Staff recommends that the City Clerk tabulate the ballots cast in the special mailed ballot election to be held within CFD No. 2015-1 to enable the qualified election of CFD No. 2015-1 to consider the ballot questions regarding (a) Page 1 of 4 ITEM NO. 6.2 authorization to levy special taxes within CFD No. 2015-1, (b) the authorization to issue bonds secured by the levy of such special taxes and (c) the establishment of an appropriations limit for CFD No. 2015-1. If the results of the special mailed-ballot election reveal that the propositions have received the affirmative vote of two-thirds of the votes cast, Staff recommends that the City Council take the following actions: 1. Adopt a Resolution Declaring the Results of the Special Mailed-Ballot Election for CFD No. 2015-1 and Directing Recording of Notice of Special Tax Lien. 2. Introduce and Waive the First Reading of the Ordinance Levying Special Taxes Within CFD No. 2015-1. Reviewed By Assistant City Manager 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 buildings 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. Prior to receiving SunCal's petition, City Staff worked 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. Page 2 of 4 In April 2015, SunCal took ownership of a portion of the first of five improvement areas (designated Improvement Area 1) planned for the property, and filed a landowner petition 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. On April 21, 2015, the City Council approved the Resolution of Intention for CFD No. 2015-1 and set the time and place for tonight's Public Hearing regarding the CFD. The next step in the CFD formation process is for the City Council to conduct tonight's Public Hearing and special mailed ballot election and to take public testimony. Public Hearing and Tonight's Actions Tonight's Public Hearing will provide the public an opportunity to provide testimony related to the formation of CFD No. 2015-1 and the CFD Report (Attachment 1) prepared by Goodwin Consulting Group, Inc.. The CFD Report describes the CFD boundaries, the rate and method of apportionment of the special taxes to be levied and the facilities to be financed by the CFD. The proceedings to establish CFD No. 2015-1 will be accomplished by the adoption of the resolutions and the introduction of an Ordinance Levying Special Taxes identified in the recommended actions. Specifically, the City Council will be asked to consider the following actions- 1. Adopt the Resolution of Formation. This resolution (a) establishes the initial boundaries of CFD No. 2015-1, (b) designates the land within the initial boundary of CFD No. 2015-1 as Improvement Area No. 1; (c) provides for the future annexation of the Future Annexation Area in sequential portions, without additional hearing, as prescribed by the Act; (d) authorizes the establishment of additional improvement areas with respect to such annexed land or the annexation thereof to any then-existing improvement area; (e) identifies the types of public and private utility capital facilities and capital facilities fees and the incidental expenses which may be financed by CFD No. 2015-1; and (f), subject to voter approval, (i) authorizes the levy of a special tax on the land within CFD No. 2015-1, (ii) provides the rate and method of apportionment of the special tax, and (iii) establishes the initial annual appropriations limitation for Improvement Area No. 1 of CFD No. 2015-1. It also sets out the terms and conditions for a special mailed-ballot election to be conducted by the City Clerk as the election official for a vote to be taken by the landowners of record. The registrar of voters has certified that there are no registered voters within the proposed CFD, thus the vote will be by the owners of land. 2. Adopt the Resolution Deeming it Necessary to Incur Indebtedness. This resolution declares that bonds of the CFD No. 2015-1 may be issued, in an amount not to exceed $150 million, in order to finance the public capital improvements described in the resolution establishing CFD No. 2015-1. 3. Adopt the Resolution Calling for the Special Mailed-Ballot Election for Community Facilities District No. 2015-1 (Dublin Crossing) After these resolutions are adopted, the City Clerk will open the ballots and state the results of the special mailed ballot election. If the results of the special mailed ballot elections reveal that the propositions have received the affirmative vote of two-thirds of the votes cast, the City Council will then be asked to: Page 3 of 4 4. Adopt the Resolution Declaring the Results of the Special Mailed-Ballot Election for CFD No. 2015-1 and Directing Recording of Notice of Special Tax Lien. This resolution confirms the results of the election and directing recording of a notice of the lien of the special taxes. The City Clerk will complete the Canvass and Statement of Results of Election attached as an exhibit to this resolution. 5. Introduce and Waive the First Reading of the Ordinance Levying Special Taxes Within CFD No. 2015-1. This Ordinance authorizes the levy of a special tax on parcels of real property on the secured property tax roll of Alameda County that are within the boundaries of CFD No. 2015-1. CONCLUSION AND NEXT STEPS: The City Council may establish CFD No. 2015-1 only after conducting the public hearing and only if no majority protest is filed to establishment of CFD No. 2015-1 or the levy of special taxes is filed by the CFD landowners. Following tonight's public hearing, the proposed schedule to complete the formation of the CFD is as follows: • Record Notice of Special Tax Lien (within 15 days after tonight's meeting) • Second Reading and Adoption of Ordinance levying Special Tax, scheduled for June 16, 2015 • Effective Date of Special Tax Ordinance (30 days after adoption, anticipated to be July 16, 2015) The resolutions and related documents have been prepared and reviewed by the City's finance team, which includes bond counsel, disclosure counsel, financial advisor, and special tax consultant. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A Public Hearing Notice was published in the Valley Times on May 26, 2015. ATTACHMENTS: 1. CFD Report Prepared by Goodwin Consulting Group, Inc. 2. Resolution Forming and Establishing City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) and Calling a Special Mailed-Ballot Election of the Proposition of Levying the Special Taxes Within CFD No. 2015-1 3. Resolution Deeming it Necessary to Incur Indebtedness for Community Facilities District No. 2015-1 (Dublin Crossing) 4. Resolution Calling a Special Mailed-Ballot Election for Community Facilities District No. 2015-1(Dublin Crossing) 5. Resolution Declaring the Results of the Special Mailed-Ballot Election for CFD No. 2015-1 and Directing Recording of Notice of Special Tax Lien 6. Ordinance approving the levying of Special Taxes within CFD No. 2015-1 Page 4 of 4 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) COMMUNITY FACILITIES DISTRICT REPORT CONTENTS Introduction A. Description of Facilities and Cost Estimates B. Proposed Boundaries of the Community Facilities District C. Annexations D. Rate and Method of Apportionment of Special Tax E. Issuance of Bonds Exhibit A— Description of the Proposed Facilities and Cost Estimates Exhibit B through F — Rate and Method of Apportionment of Special Tax CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) INTRODUCTION The City Council (the "City Council") of the City of Dublin (the "City") did, pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 (the "Law"), on April 21, 2015, adopt a resolution entitled, "Resolution of 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" (the "Resolution of Intention"). In the Resolution of Intention, the City Council expressly ordered the preparation of a written Community Facilities District Report (the "Report") for the proposed City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "CFD"). The Resolution of Intention ordering the Report did direct that the Report generally contain the following: (a) A description of the facilities (the "Facilities") by type which will be required to adequately meet the needs of the CFD. (b) An estimate of the fair and reasonable cost of the Facilities including the cost of acquisition of lands, rights-of-way and easements, any physical facilities required in conjunction therewith and incidental expenses in connection therewith, including the costs of the proposed bond financing and all other related costs as provided in Section 53345.3 of the Act. For particulars, reference is made to the Resolution of Intention for the CFD, as previously approved and adopted by the City Council. NOW, THEREFORE, the following data is submitted pursuant to the direction of the City Council: A. DESCRIPTION OF FACILITIES AND COST ESTIMATES. A general description of the proposed Facilities and cost estimates for the Facilities are set forth in Exhibit "A" attached hereto and hereby made a part hereof. B. PROPOSED BOUNDARIES OF THE COMMUNITY FACILITIES DISTRICT. The proposed boundaries of the CFD are those properties and parcels on which special taxes may be levied to pay for the Facilities. The proposed boundaries initially included in the CFD and designated as Improvement Area No. 1 are identified in the map entitled "Proposed Boundaries of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), City of Dublin, County of Alameda, California" (the "CFD Boundary Map"), which has been recorded on May 4, 2015 at Page 61 in Book 18 of Maps of Assessment and Community Facilities Districts in the office of the County Recorder for the County of Alameda. Additional property may be annexed into the CFD in future years; the remaining improvement areas have been identified as "Future Annexation Area" on the CFD Boundary Map, and the annexation of such property is discussed further below. C. ANNEXATIONS. In addition to the properties included in the initial CFD boundaries, adjacent properties have been designated as Future Annexation Area. Some or all of the property owners of the Future Annexation Area may choose to annex into an existing improvement area or annex into one or more new improvement areas within the CFD. By identifying the Future Annexation Area, these annexations will simply require the unanimous consent of the property owner proposing to annex to the CFD, without future action by the City Council. The maximum special tax rates for such annexing property will depend on the improvement area into which the property is annexed, as discussed in Section E below. The designation of the Future Annexation Area does not preclude properties outside this area from annexing into the CFD. However, if a property outside the Future Annexation Area proposes to annex, there will be actions required at multiple City Council meetings, including a public hearing and an election of the owner(s) of property proposed for annexation. The maximum special tax rates for such properties would be identified in a separate special tax formula adopted as part of the annexation proceedings. D. RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX. A separate Rate and Method of Apportionment of Special Tax (the "RMA") has been prepared for each of the five improvement areas. All of the property located within the CFD boundaries, unless exempted by law or by the RMA, shall be taxed for the purpose of financing the Facilities. The City will annually determine the actual amount of the special tax levy based on the method and subject to the Maximum Special Tax rates contained in the RMAs. The RMA for each of the respective Improvement Areas is provided in Exhibits "B" through "F" attached hereto and hereby made a part hereof. E. ISSUANCE OF BONDS. At the time of CFD formation, it was anticipated that Facilities would be funded from the proceeds of multiple tax-exempt bond issues, although the amount and timing of such issues will depend on the value of property within the CFD, the timing of absorption of land uses, and other factors. Based on land uses anticipated within Improvement Area No. 1, it is estimated that approximately $21.1 million in net construction proceeds will be generated for Facilities. If additional properties annex into the CFD, the net proceeds generated from the CFD will increase based on the added special tax capacity generated from the annexed properties. The maximum principal bond amount to be authorized for the CFD is $150 million. The estimated allocation of this amount to the five respective improvement areas is as follows: (i) for Improvement Area No. 1, $46 million; (ii) for Improvement Area No. 2, $34 million; (iii) for Improvement Area No. 3, $23 million; (iv) for Improvement Area No. 4, $12 million; and (v) for Improvement Area No. 5, $35 million. EXHIBIT A City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) DESCRIPTION OF FACILITIES TO BE FINANCED BY THE CFD The Facilities shown below are proposed to be financed or funded in whole or in part by the CFD. Improvement Area No. 1 and each improvement area that may be designated in the future shall be authorized to finance any of the Facilities. The Facilities shall be owned and operated by the City or by another public agency, and shall be constructed, whether or not acquired in their completed states, pursuant to the plans and specifications approved by the City and the officials thereof. I. City Public Capital Improvements 1. Backbone Storm Drainage (including, but not limited to, mainlines, laterals, catch basins, junction structures, local depressions, and manholes). 2. Backbone Street Improvements (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). 3. Master Landscaping/Fencing/Signage (including, but not limited to, public easements, rights-of-way, monumentation, irrigation systems and plantings). II. City-Imposed Impact Fees 1. Fire facilities through the Fire Impact Fees. 2. Freeway facilities through the Freeway Interchange Fees. 3. Public Art through the Public Art In-Lieu Fees. 4. Traffic improvements through the Residential Traffic Impact Fees — Eastern Dublin Fee. 5. Development Agreement Fees: a. ASCPA facilities through the ASCPA Contribution. b. Bridges through the Iron Horse Trail Bridge Contribution. c. Parks through the Park Construction Payment. III. Dublin San Ramon Services District (DSRSD) 1. Capital Improvements a. Backbone Sanitary Sewer improvements (including, but not limited to, laterals, monitoring manholes, manholes, pavement, and striping). b. 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). c. Backbone Reclaimed Water improvements (including, but not limited to, water mains, stubs, valves, air vac, blow off, fittings, thrust blocks, cap, and striping). 2. DSRSD Impact Fees a. Water facilities through the Water System Connection Fees and the Water Meter Assembly Fees. b. Wastewater facilities through the Wastewater Impact Fees. IV. Zone 7 1. Capital Improvements a. Backbone Storm Drainage (including, but not limited to, mainlines, laterals, catch basins, junction structures, manholes, and local depressions). 2. Zone 7 Impact Fees a. Water improvements through the Water Connection Fees. b. Drainage improvements through the Drainage Assessment Fees (Impervious Surface). V. 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 VI. Soft Costs In addition to the above facilities, other incidental expenses as authorized by the Mello-Roos Community Facilities Act of 1982, including, but not limited to, the cost of planning and designing the facilities (including the cost of environmental evaluation, remediation and mitigation); engineering and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/construction management; costs (including the costs of legal services) associated with the formation of the CFD; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of taxes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other expenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities. COST ESTIMATES The following is a summary of the estimated costs of acquisition and construction of the Facilities. In addition to the acquisition and construction costs of the Facilities, the City will finance bond and other debt issuance costs, capitalized interest, a debt service reserve fund, the costs of forming the CFD and other costs associated with the sale of bonds and annual administration of the CFD. Facilities Estimated Cost City Public Capital Improvements $20,815,394 City-Imposed Impact Fees $28,359,603 Dublin San Ramon Services District $46,062,433 Zone 7 $45,231,455 Private Utility Facilities $4,205,625 Total $144,674,510 EXHIBIT B THROUGH F City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR IMPROVEMENT AREA NOS. 1 THROUGH 5 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. CFD No. 2015-1 IA No. I I May 6,2015 "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 Area 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. CFD No. 2015-1 IA No. 1 2 May 6,2015 "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). CFD No. 2015-1 IA No. 1 3 May 6,2015 "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. CFD No. 2015-1 IA No. 1 4 May 6,2015 "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. "RNA" 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 CFD No. 2015-1 IA No. 1 5 May 6,2015 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. "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 CFD No. 2015-1 IA No. 1 6 May 6,2015 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. 1 for each Fiscal Year in which the Special Tax is levied and collected: TABLE I 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. CFD No. 2015-1 IA No. 1 7 May 6,2015 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 $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. CFD No. 2015-1 IA No. 1 8 May 6,2015 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. 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: CFD No. 2015-1 IA No. 1 9 May 6,2015 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. 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. CFD No. 2015-1 IA No. 1 10 May 6,2015 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-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 CFD No. 2015-1 IA No. 1 11 May 6,2015 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. 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 Redemption Amount"). 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"). CFD No. 2015-1 IA No. 1 12 May 6,2015 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 "Prepayment Amount"). 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. CFD No. 2015-1 IA No. 1 13 May 6,2015 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 L1 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 L1 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 L1 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. CFD No. 2015-1 IA No. 1 14 May 6,2015 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. CFD No. 2015-1 IA No. 1 15 May 6,2015 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 $131,706 Property Square Feet Residential Unit Single Family Residential Units $4,528 per Detached 2,100 to 2,300 29 $131,312 Property Square Feet Residential Unit Single Family Residential Units $4,174 per Detached less than 2,100 27 $112,698 Property Square Feet Residential Unit Multi-Family Residential Units $4,087 per Property greater than 1,800 101 Residential Unit $412,787 S uare Feet Multi-Family Residential Units $3,685 per Property 1,600 to 1,800 107 Residential Unit $394,295 Square Feet Multi-Family Residential Units $3,273 per Property less than 1,600 101 Residential Unit $330,573 Square Feet Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16 S) $1,513,371 Less: Special Tax Buffer(2015-16S) (4%of Expected Max Special Tax Revenues) ($60,535) Net Special Tax Revenues Available for Bond Sizing(2015-16 S) $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. 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. CFD No. 2015-1 IA No. 2 1 May 6,2015 "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. 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. CFD No. 2015-1 IA No. 2 2 May 6,2015 "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. 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). CFD No. 2015-1 IA No. 2 3 May 6,2015 "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. "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 CFD No. 2015-1 IA No. 2 4 May 6,2015 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. "RNA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 2. "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 CFD No. 2015-1 IA No. 2 5 May 6,2015 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. "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 1 of the prior Fiscal Year (or any other date after CFD No. 2015-1 IA No. 2 6 May 6,2015 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: TABLE I 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. CFD No. 2015-1 IA No. 2 7 May 6,2015 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 $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 CFD No. 2015-1 IA No. 2 8 May 6,2015 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 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. CFD No. 2015-1 IA No. 2 9 May 6,2015 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. 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 CFD No. 2015-1 IA No. 2 10 May 6,2015 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 20.35 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. "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. CFD No. 2015-1 IA No. 2 11 May 6,2015 "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 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 Redemption Amount"). CFD No. 2015-1 IA No. 2 12 May 6,2015 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 "Prepayment Amount"). 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 CFD No. 2015-1 IA No. 2 13 May 6,2015 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 L 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 L1 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 L1 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. CFD No. 2015-1 IA No. 2 14 May 6,2015 • The amount computed pursuant to Step 5 in Section Ll 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. CFD No. 2015-1 IA No. 2 15 May 6,2015 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 $199,232 Property Square Feet Residential Unit Single Family Residential Units $4,174 per Detached less than 2,100 35 $146,090 Property Square Feet Residential Unit Multi-Family Residential Units $4,087 per Property greater than 1,800 86 Residential Unit $351,482 S uare Feet Multi-Family Residential Units $3,685 per Property 1,600 to 1,800 91 Residential Unit $335,335 Square Feet Multi-Family Residential Units $3,273 per Property less than 1,600 86 Residential Unit $281,478 Square Feet Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16 S) $1,484,347 Less: Special Tax Buffer(2015-16S) (4%of Expected Max Special Tax Revenues) ($59,374) Net Special Tax Revenues Available for Bond Sizing(2015-16 S) $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. 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. CFD No. 2015-1 IA No. 3 1 May 6,2015 "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. 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. CFD No. 2015-1 IA No. 3 2 May 6,2015 "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. 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). CFD No. 2015-1 IA No. 3 3 May 6,2015 "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. "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. CFD No. 2015-1 IA No. 3 4 May 6,2015 "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. "RNA" means this Rate and Method of Apportionment of Special Tax for Improvement Area No. 3. "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 CFD No. 2015-1 IA No. 3 5 May 6,2015 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. "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 CFD No. 2015-1 IA No. 3 6 May 6,2015 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: TABLE I 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. CFD No. 2015-1 IA No. 3 7 May 6,2015 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. 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. CFD No. 2015-1 IA No. 3 8 May 6,2015 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 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: CFD No. 2015-1 IA No. 3 9 May 6,2015 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 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. CFD No. 2015-1 IA No. 3 10 May 6,2015 H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 28.15 Acres of Public Property and 10.81 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 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 CFD No. 2015-1 IA No. 3 11 May 6,2015 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. 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 Redemption Amount"). 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"). CFD No. 2015-1 IA No. 3 12 May 6,2015 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 "Prepayment Amount"). 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. CFD No. 2015-1 IA No. 3 13 May 6,2015 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 L1 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 L1 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 L1 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. CFD No. 2015-1 IA No. 3 14 May 6,2015 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. CFD No. 2015-1 IA No. 3 15 May 6,2015 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 $0 Property Square Feet Residential Unit Single Family Residential Units $4,528 per Detached 2,100 to 2,300 44 $199,232 Property Square Feet Residential Unit Single Family Residential Units $4,174 per Detached less than 2,100 0 $0 Property Square Feet Residential Unit Multi-Family Residential Units $4,087 per Property greater than 1,800 67 Residential Unit $273,829 Square Feet Multi-Family Residential Units $3,685 per Property 1,600 to 1,800 72 Residential Unit $265,320 Square Feet Multi-Family Residential Units $3,273 per Property less than 1,600 67 Residential Unit $219,291 Square Feet Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16 S) $957,672 Less: Special Tax Buffer(2015-16S) (4%of Expected Max Special Tax Revenues) ($38,307) Net Special Tax Revenues Available for Bond Sizing(2015-16 S) $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. 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. CFD No. 2015-1 IA No. 4 1 May 6,2015 "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. 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. CFD No. 2015-1 IA No. 4 2 May 6,2015 "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. 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). CFD No. 2015-1 IA No. 4 3 May 6,2015 "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. "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. CFD No. 2015-1 IA No. 4 4 May 6,2015 "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. "RNA" 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. "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 CFD No. 2015-1 IA No. 4 5 May 6,2015 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. "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 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 CFD No. 2015-1 IA No. 4 6 May 6,2015 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. 4 for each Fiscal Year in which the Special Tax is levied and collected: TABLE I 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. CFD No. 2015-1 IA No. 4 7 May 6,2015 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 $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. 3. 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. CFD No. 2015-1 IA No. 4 8 May 6,2015 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 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: CFD No. 2015-1 IA No. 4 9 May 6,2015 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 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. CFD No. 2015-1 IA No. 4 10 May 6,2015 H. EXEMPTIONS Notwithstanding any other provision of this RMA, no Special Tax shall be levied on up to 14.54 Acres of Public Property and 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 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. 4; therefore, all Non-Residential Property in Improvement Area No. 4 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 $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 CFD No. 2015-1 IA No. 4 11 May 6,2015 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. 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 Redemption Amount"). 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"). CFD No. 2015-1 IA No. 4 12 May 6,2015 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 "Prepayment Amount"). 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. CFD No. 2015-1 IA No. 4 13 May 6,2015 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 L1 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 L1 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 L1 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. CFD No. 2015-1 IA No. 4 14 May 6,2015 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. CFD No. 2015-1 IA No. 4 15 May 6,2015 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 $112,194 Property Square Feet Residential Unit Single Family Residential Units $4,528 per Detached 2,100 to 2,300 23 $104,144 Property Square Feet Residential Unit Single Family Residential Units $4,174 per Detached less than 2,100 23 $96,002 Property Square Feet Residential Unit Multi-Family Residential Units $4,087 per Property greater than 1,800 21 Residential Unit $85,827 S uare Feet Multi-Family Residential Units $3,685 per Property 1,600 to 1,800 22 Residential Unit $81,070 Square Feet Multi-Family Residential Units $3,273 per Property less than 1,600 21 Residential Unit $68,733 Square Feet Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16 S) $547,970 Less: Special Tax Buffer(2015-16 S)(4%of Expected Max Special Tax Revenues) $21919 Net Special Tax Revenues Available for Bond Sizing(2015-16 S) $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. 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. CFD No. 2015-1 IA No. 5 1 May 6,2015 "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. CFD No. 2015-1 IA No. 5 2 May 6,2015 "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. 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). CFD No. 2015-1 IA No. 5 3 May 6,2015 "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 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. 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. CFD No. 2015-1 IA No. 5 4 May 6,2015 "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. "RNA" 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 CFD No. 2015-1 IA No. 5 5 May 6,2015 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. "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. 5which 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 CFD No. 2015-1 IA No. 5 6 May 6,2015 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. 5 for each Fiscal Year in which the Special Tax is levied and collected: TABLE I 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. CFD No. 2015-1 IA No. 5 7 May 6,2015 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 $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. CFD No. 2015-1 IA No. 5 8 May 6,2015 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. 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: CFD No. 2015-1 IA No. 5 9 May 6,2015 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 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. CFD No. 2015-1 IA No. 5 10 May 6,2015 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 CFD No. 2015-1 IA No. 5 11 May 6,2015 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. 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 Redemption Amount"). 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"). CFD No. 2015-1 IA No. 5 12 May 6,2015 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 "Prepayment Amount"). 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. CFD No. 2015-1 IA No. 5 13 May 6,2015 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 L1 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 L1 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 L1 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. CFD No. 2015-1 IA No. 5 14 May 6,2015 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. CFD No. 2015-1 IA No. 5 15 May 6,2015 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 $165,852 Property Square Feet Residential Unit Single Family Residential Units $4,528 per Detached 2,100 to 2,300 36 $163,008 Property Square Feet Residential Unit Single Family Residential Units $4,174 per Detached less than 2,100 34 $141,916 Property Square Feet Residential Unit Multi-Family Residential Units $4,087 per Property greater than 1,800 93 Residential Unit $380,091 S uare Feet Multi-Family Residential Units $3,685 per Property 1,600 to 1,800 95 Residential Unit $350,075 Square Feet Multi-Family Residential Units $3,273 per Property less than 1,600 93 Residential Unit $304,389 Square Feet Expected Maximum Special Tax Revenues at CFD Formation(FY 2015-16 S) $1,505,331 Less: Special Tax Buffer(2015-16S)(4%of Expected Max Special Tax Revenues) ($60,213) Net Special Tax Revenues Available for Bond Sizing(2015-16 S) $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. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN FORMING AND ESTABLISHING A COMMUNITY FACILITIES DISTRICT, INCLUDING DESIGNATION OF IMPROVEMENT AREA NO. 1 AND FUTURE ANNEXATION AREA; CONDITIONAL AUTHORIZATION TO LEVY A SPECIAL TAX; AND CONDITIONAL ESTABLISHMENT OF INITIAL APPROPRIATIONS LIMIT FOR IMPROVEMENT AREA NO. 1 Community Facilities District No. 2015-1 (Dublin Crossing) WHEREAS, reference is made to the Resolution of Intention, Resolution No. 56-15 (the "Resolution of Intention"), and to the Resolution Declaring Intention to Incur Indebtedness, Resolution No. 55-15, each of which was adopted by this City Council (this "City Council") on April 21, 2015, and to the Community Facilities District Report on file with the City Clerk of the City of Dublin (the "City Clerk"), for a description of(a) the boundary of the community facilities district proposed to be established pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code; hereafter in this resolution, the "Act") (b) the area proposed to be designated as future annexation area(the "Future Annexation Area") as provided by the Act, (c) the Authorized CFD Public Improvements (as said term is defined in the Resolution of Intention), (d)the rate and method of apportionment of the special tax proposed to be levied on the land within the community facilities district, and (e) the financing contemplated by these proceedings; and WHEREAS, in the Resolution of Intention, this City Council scheduled a public hearing with respect to these proceedings for this date, and, as evidenced by a proof of publication in file with the City Clerk, a notice of the public hearing was published as prescribed by the Resolution of Intention and in conformity with the Act; and WHEREAS, at the time set for the public hearing on this date, this City Council conducted the public hearing, and at the close of the public hearing determined that a majority protest under Section 53324 of the Act was not made at the hearing; and WHEREAS, this City Council wishes by this resolution (a) to declare the formation of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1"); (b) to designate the land within the initial boundary of CFD No. 2015-1 as Improvement Area No. l; (c) to provide for the future annexation of the Future Annexation Area in sequential portions, without additional hearing, as prescribed by the Act; (d) to authorize the establishment of additional improvement areas with respect to such annexed land or the annexation thereof to any then-existing improvement area; (e) to identify the Authorized CFD Public Improvements and the incidental expenses which may be financed by CFD No. 2015-1; and (f), subject to voter approval, to (i) authorize the levy of a special tax on the land within CFD No. 2015-1, (ii)provide the rate and method of apportionment of the special tax, and (iii) establish the initial annual appropriations limitation for Improvement Area No. 1 of CFD No. 2015-1, all as more fully set forth herein. 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. There is hereby formed a community facilities district to be known as the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1") under the terms of the Act. The boundaries of CFD No. 2015-1 and the Future Annexation Area are shown on the boundary map approved by the Resolution Approving Boundary Map, Resolution No. 54-15, adopted by this City Council on April 21, 2015, and recorded in the official records of the Alameda County Recorder on May 4, 2015, in Book 18 of Maps of Assessment and Community Facilities Districts, at page 61, as Document No. 2015118036. 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 nonexempt property within CFD No. 2015-1 (the "Special Tax") and the proceeds of sale of special tax bonds or other debt obligations secured by proceeds of the Special Tax (the "Obligations") are described in 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, as initially established and later expanded by annexation of portions of the Future Annexation Area. Improvement Area No. 1 and each and every future improvement area (each, an "Improvement Area") shall be authorized to finance any or all of the Authorized CFD Public Improvements regardless of geographic location of the Authorized CFD Public Improvements. Section 4. Except where funds are otherwise available, and subject to the voter approval required by the Act, the Special Tax is hereby authorized to 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 pursuant to Section 3114.5 of the California Streets and Highways Code (the "S&H Code") as to Improvement Area No. 1, (b) the initial notice of special tax lien pursuant to Section 3114.5 of the S&H Code as to a future Improvement Area or (c) an amendment to the notice of special tax lien pursuant to Section 3117.5 of the S&H Code as to each future annexation to an existing Improvement Area 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. 2 Without limiting the generality of the foregoing, this City Council hereby approves each of five separate instruments providing for the RMA applicable to Improvement Areas No. 1 through 5, inclusive (collectively, the "RMAs"), as follows: a. The RMA for each of the respective Improvement Areas shall be as follows: (1) For Improvement Area No. 1, as set forth in Exhibit B, attached hereto and by this reference made a part hereof(the "Improvement Area No. 1 RMA"); (2) For Improvement Area No. 2, if, as and when established, as set forth in Exhibit C, attached hereto and by this reference made a part hereof(the "Improvement Area No. 2 RMA"); (3) For Improvement Area No. 3, if, as and when established, as set forth in Exhibit D, attached hereto and by this reference made a part hereof(the "Improvement Area No. 3 RMA"); (4) For Improvement Area No. 4, if, as and when established, as set forth in Exhibit E, attached hereto and by this reference made a part hereof(the "Improvement Area No. 4 RMA"); and (5) For Improvement Area No. 5, if, as and when established, as set forth in Exhibit F, attached hereto and by this reference made a part hereof(the "Improvement Area No. 5 RMA"). 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 lA") 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 Area Nos. 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. 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 made 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 3 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 on the Boundary Map 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 a unanimous approval form pertaining thereto and submitted in accordance with Section 53339.7 of the Act. 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 Dublin Crossing Venture LLC (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. The Director of Administrative Services of the City (the "Director of Administrative Services"), 100 Civic Plaza, Dublin, CA 94568, telephone (925) 833-6654, is hereby designated as the person responsible for preparing or causing the preparation annually of a current roll, of the amount of the Special Tax to be levied on each nonexempt parcel, identified by assessor's parcel number, and for responding to inquiries regarding estimates of future Special Tax levies. The City may contract with private consultants to provide this service in lieu of the Director of Administrative Services. Section 11. The Obligations, if, as and when authorized and issued, 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 4 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. Subject to the voter approval required by the Act, this City Council hereby establishes the initial annual appropriations limit for CFD No. 2015-1 at $15 million for Fiscal Year 2015-16. The estimated allocation of this amount to the five respective Improvement Areas of CFD No. 2015-1 is as follows: a. $4.6 million for Improvement Area No. l; b. $3.4 million for Improvement Area No. 2; c. $2.3 million for Improvement Area No. 3; d. $1.2 million for Improvement Area No. 4; and e. $3.5 million for Improvement Area No. 5. 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. 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, as reflected in Attachment 1 to each of the RMAs;provided that the total initial appropriations limit for CFD No. 2015-1 for Fiscal Year 2015-16 shall remain at $15 million. Section 14. On the basis of the information set forth in that certain certificate entitled "Certificate re Registered Voters" on file with the City Clerk and presented to this City Council, the qualified electors for the special election to be held in these proceedings shall be the landowners of the land within 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. The election will be conducted as a mailed-ballot election, and this City Council hereby designates the City Clerk as the official to conduct the mailed-ballot election. Section 15. This City Council now finds and determines that all proceedings up to and including the adoption of this resolution were and are valid and in conformity with the requirements of the Act. This finding and determination is final and conclusive in accordance with Section 53325.1(b) of the Act. 5 Section 16. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of June, 2015, by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members 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 Area 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 20.35 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 28.15 Acres of Public Property and 10.81 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 14.54 Acres of Public Property and 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 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. 4; therefore, all Non-Residential Property in Improvement Area No. 4 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 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. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN DEEMING IT NECESSARY 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 Formation"), concluded its 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 Formation 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, by its Resolution Declaring Intention to Incur Indebtedness, Resolution No. 55-15, adopted by this City Council on April 21, 2015, pursuant to Section 53345 of the Act, this City Council declared its intention to incur indebtedness with respect to CFD No. 2015-1 in order to provide the financing described therein and scheduled a public hearing to be conducted this same date with respect to the proposed Obligations, said hearing to be combined with the public hearing on the proposed formation of CFD No. 2015-1 and proposed levy of the Special Tax; and WHEREAS, said public hearing has been conducted as scheduled, and upon the close thereof, the Resolution of Formation was adopted; and WHEREAS, in order to provide the financing of the Authorized CFD Public Improvements and authorized incidental expenses as contemplated, this City Council wishes by this resolution to deem it necessary to issue and sell the Obligations. 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 provisions of Section 53351 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 Formation, it is deemed 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 Formation and the related incidental expenses of the legal proceedings and bond issuance costs described in Exhibit G of the Resolution of Formation. Section 3. As further provided by the Resolution of Formation, 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 Formation, 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 2 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. Subject to the limit of$150 million on the aggregate principal amount of the Obligations and to the requirements of the Resolution of Formation and this resolution, determinations respecting (a) the amount of Obligations to be issued and (b) the amount and timing of each issuance or incurrence of Obligations shall be subject to the discretion of this City Council. The refunding of any of the Obligations shall not count against the limitation on the aggregate principal amount of such Obligations, as provided by Section 53362.7 of the Act. Section 5. It is the intention of this City Council that any such Obligations, when issued or incurred, shall be made callable (if bonds) or prepayable (if loan agreements or like instruments) in accordance with the terms to be specified in the resolution, indenture, trust agreement or fiscal agent agreement providing for the form, execution and issuance or incurrence of the Obligations, all in accordance with the terms of the Act. Section 6. The last maturity of any series of the Obligations shall not be greater than forty (40) years from the first maturity of any Obligations of such series, and the last maturity of any Obligations with respect to CFD No. 2015-1 shall be not later than calendar year 2051. Section 7. The maximum rate of interest shall be determined by competitive sale or by negotiation at the time of sale or incurrence of the Obligations, but in any case shall not exceed the maximum legal rate as specified, from time to time, by Government Code Section 53531 or any similar controlling provision of law. Section 8. The question of the authorization to issue or incur Obligations shall be submitted to the landowners owning land within CFD No. 2015-1, at the special mailed-ballot election expected to be called and held this same date as authorized by written waiver and consent from 100% of such landowners. Section 9. The ballot language of the ballot measure and the manner of conducting the election shall be established by the resolution to be adopted by this City Council calling the special election as required by the Act. 3 Section 10. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of June, 2015, by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk 4 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN CALLING A SPECIAL MAILED-BALLOT ELECTION Community Facilities District No. 2015-1 (Dublin Crossing) WHEREAS, at the close of the public hearing on this date with respect to its proposed City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015- 1"), this City Council (this "City Council") of the City of Dublin (the "City") found and determined that a majority protest was not made at the hearing, as provided by the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code) (the "Act") and specifically Section 53324 of the Act; and WHEREAS, having determined that a majority protest was not made, this City Council adopted its Resolution of Formation pursuant to Section 53325.1 of the Act, thereby concluding its legal proceedings to (a) establish 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, (d) conditionally authorize the levy of a special tax (the "Special Tax") on the nonexempt parcels within CFD No. 2015-1, and (e) 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 Formation as Exhibits B through F, inclusive; and WHEREAS, following adoption of the Resolution of Formation, this City Council adopted its Resolution Deeming it Necessary to Incur Indebtedness, containing the matters prescribed by Section 53351 of the Act; and WHEREAS, as recited in the Resolution Deeming it Necessary to Incur Indebtedness, 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, for, among other things, a portion of the cost and expense of certain authorized public and private utility capital improvements and fees (the "Authorized CFD Public Improvements"); and WHEREAS, the financing is to be provided through (a) the levy and collection of the Special Tax on nonexempt property within CFD No. 2015-1 (the "Special Tax") in accordance with the applicable RMA and (b) the issuance and sale of special tax bonds or the incurrence of other forms of debt obligations (the "Obligations") to be secured by and payable from proceeds of the Special Tax; and WHEREAS, in order to (1) authorize levy of the Special Tax, (2) establish an initial annual appropriations limit for Improvement Area No. 1, each as provided by the Resolution of Formation, and (3) authorize the issuance or incurrence of Obligations, as provided by the Resolution Deeming it Necessary to Incur Indebtedness, the three matters must be submitted to an election of the qualified electors of Improvement Area No. 1 of CFD No. 2015-1; and WHEREAS, Section 53353.5 of the Act provides that the three matters may be combined into a single ballot measure, as provided in the form of special election ballot attached hereto as Exhibit A and by this reference incorporated herein; and WHEREAS, as set forth in the Resolution of Formation, the qualified electors for the special election shall be the landowners of the land within Improvement Area No. 1 of CFD No. 2015-1; and WHEREAS, on the basis of the executed "Waiver and Consent Respecting Conduct of Mailed-Ballot, Landowner Election" (the "Waiver and Consent") which has been filed with the City Clerk and presented at this meeting, this City Council hereby finds and determines as follows: a. the sole landowner of the land within Improvement Area No. 1 of CFD No. 2015-1 and therefore the sole party entitled to cast a ballot in the special mailed-ballot election is Dublin Crossing LLC (the "Sole Landowner"); b. the land within Improvement Area No. 1 of CFD No. 2015-1 consists of 20.97 acres, which results in the Sole Landowner having 21 votes to cast, as shown on Exhibit A; C. the Sole Landowner has consented to the conduct of the special mailed-ballot election on this date and has waived the requirements to (1) prepare and distribute an impartial analysis, (2) invite arguments in favor of or against the ballot measure, (3) publish a notice of the election and (4) mail the special election ballot a prescribed number of days prior to the election; and d. the Sole Landowner has agreed to accept personal service of the ballot; and WHEREAS, this City Council, by this resolution, wishes to call the special mailed-ballot election to be held on this date immediately upon adoption of this resolution, and to direct that, forthwith upon receiving an executed and completed ballot from the Sole Landowner, the City Clerk shall close the election and declare the results to this City Council. 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. Pursuant to Sections 53326 and 53351 of the Act, this City Council hereby calls a special mailed-ballot election, to be held and conducted forthwith upon adoption of this 2 resolution, and sets this same date as the election date. Section 3. The measure to be submitted to the Sole Landowner, as the only qualified elector of Improvement Area No. 1 of CFD No. 2015-1, shall be as set forth in Exhibit A. Section 4. The action of the City Clerk in providing the special election ballot to the Sole Landowner by personal service is hereby ratified. Section 5. The City Clerk is hereby directed, forthwith upon receiving an executed and completed ballot from the Sole Landowner, to close the election and declare the results to this City Council. Section 6. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 2nd day of June, 2015, by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk 3 Exhibit A CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 1 SPECIAL ELECTION BALLOT (Mailed-Ballot Election) This ballot is for the use of the authorized representative of the following sole owner of all of the land within Improvement Area No. 1 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1"): Name of Landowner Number of Acres Owned Total Votes Dublin Crossing Venture LLC 20.97 21 According to the provisions of the Mello-Roos Community Facilities Act of 1982, and resolutions of the City Council(the "City Council") of the City of Dublin (the "City"), the above-named landowner is entitled to cast the number of votes shown above under the heading "Total Votes,"representing the total votes for the property owned by said landowner within Improvement Area No. 1 of CFD No. 2015-1. In order to be counted, this ballot must be executed and certified below and be returned to the City Clerk of the City (the "City Clerk"), either by mail or in person, prior to 7:00 p.m. on June 2, 2015 (the "Election Date"), or as soon thereafter as the matter of the special election for CFD No. 2015-1 shall be considered by the City Council at its meeting on said date, to: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Mailing on the Election Date will not be sufficient. The ballot must be physically received by the City Clerk prior to the deadline in order to be counted. 4 AN "X" OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT. BALLOT MEASURE MARK "YES" OR "NO" Shall the City Council of the City of Dublin be WITH AN "X": authorized (1) to levy a special tax on the property within Improvement Area No. 1 of CFD No. 2015-1 pursuant to the rate and method of apportionment of special tax attached as Exhibit B to the Resolution of Formation adopted on June 2, Yes 2015; (2) to issue not to exceed $150 million in bonds or other debt obligations of its Community Facilities District No. 2015-1 ("CFD No. 2015-1"), of which not to exceed $46 million shall be issued with respect to Improvement Area No. 1 and shall be secured by and made payable solely from the proceeds of the special tax levied upon the property within Improvement Area No. l; and (3) to finance public capital facilities, fees No and incidental expenses by and through its CFD No. 2015-1, all as specified in its resolutions pertaining thereto, adopted on the Election Date; and shall the initial appropriations limit for Improvement Area No. 1 of CFD No. 2015-1 for Fiscal Year 2015-16 be established at $4.6 million? Certification for Special Election Ballot The undersigned is an authorized representative of the above-named landowner and is a person legally authorized and entitled to cast this ballot on behalf of the above-named landowner. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on 1 2015, with the intention that this marked and executed ballot will be submitted to the City Clerk of the City of Dublin not later than 7:00 p.m. on June 2, 2015. DUBLIN CROSSING VENTURE LLC, a Delaware limited liability company By: (Signature) (Print Name) (Title) 5 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN DECLARING THE RESULTS OF THE SPECIAL MAILED-BALLOT ELECTION FOR CFD No. 2015-1 AND DIRECTING RECORDING OF NOTICE OF SPECIAL TAX LIEN Community Facilities District No. 2015-1 (Dublin Crossing) WHEREAS, at the close of the public hearing on this date with respect to its proposed City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015- 1"), this City Council (this "City Council") of the City of Dublin (the "City") found and determined that a majority protest was not made at the hearing, as provided by the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code) (the "Act") and specifically Section 53324 of the Act; and WHEREAS, having determined that a majority protest was not made, this City Council adopted the following resolutions: a. Resolution of Formation, pursuant to Section 53325.1 of the Act, thereby concluding its legal proceedings to establish CFD No. 2015-1 and providing each of the following, among other things: (1) designating the area within CFD No. 2015-1 as Improvement Area No. l; (2) finding and determining that the qualified electors for the special election to be held in these proceedings shall be the landowners of the land within CFD No. 2015-1, in accordance with Section 53326 of the Act; (3) specifying that the special election shall be conducted as a mailed-ballot election; and (4) designating the City Clerk of the City (the "City Clerk") as the official to conduct the mailed-ballot election; b. Resolution Deeming it Necessary to Incur Indebtedness, pursuant to Section 53351 of the Act, finding and declaring that, in order to provide the financing for which CFD No. 2015-1 was established, it was necessary to incur indebtedness to be secured by and to be payable from proceeds of the special tax (the "Special Tax") of CFD No. 2015-1; and C. Resolution Calling Special Mailed-Ballot Election (the "Resolution Calling Election"), calling a special landowner-voter election, to be held and conducted forthwith upon adoption of said resolution, with the following three matters, each requiring voter approval, being submitted as a single measure as authorized by Section 53353.5 of the Act: (1) authorization to levy the Special Tax within Improvement Area No. l; (2) establishment of an initial annual appropriation limit for Improvement Area No. l; and (3) authorization to issue or incur not to exceed $150 million of special tax bonds or other obligations to be secured by and to be payable solely from proceeds of the Special Tax, of which not to exceed $46 million shall be issued with respect to Improvement Area No. l; WHEREAS, the Resolution Calling Election found and determined that all of the land within CFD No. 2015-1, consisting of 20.97 acres, is owned by a single landowner (the "Sole Landowner") and that the Sole Landowner has consented to conduct of the special election on this date and agreed to accept personal service of the ballot; and WHEREAS, the Resolution Calling Election approved the ballot measure and the form of special election ballot (attached thereto as Exhibit A), ratified the action of the City Clerk in providing the ballot to the Sole Landowner by personal service, and directed the City Clerk, forthwith upon receipt from the Sole Landowner of an executed and completed ballot, to close the election and declare the results to this City Council; and WHEREAS, the City Clerk having executed and presented to this City Council a "Certificate of City Clerk re Receipt of Waiver and Consent Form and Election Ballot and Declaring Election Results," in which the City Clerk has declared, among other things, that all votes were cast "Yes," in favor of the ballot measure; and WHEREAS, this City Council, by this resolution, wishes to declare the results of the special mailed-ballot election. 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, determines and declares that the ballot measure submitted to the qualified electors of CFD No. 2015-1 has been passed and approved by those qualified electors in accordance with Sections 53328 and 53355 of the Act. Section 3. This City Council hereby authorizes and directs the City Clerk to cause the preparation and recordation with the Alameda County Recorder of a notice of special tax lien in accordance with Section 3114.5 of the California Streets and Highways Code and Section 53328.3 of the Act. Said notice shall be recorded within fifteen (15) days of today's date. Section 4. This resolution shall take effect immediately upon its adoption. 2 PASSED, APPROVED AND ADOPTED this 2nd day of June, 2015, by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DUBLIN LEVYING A SPECIAL TAX WITHIN AND RELATING TO THE CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) RECITALS WHEREAS, by legal proceedings taken by the City Council (the "City Council") of the City of Dublin (the "City") pursuant to the Mello-Roos Community Facilities Act of 1982 (Sections 53311 and following, California Government Code; hereafter in this ordinance, the "Act"), together with the voter approval received at a special election held on June 2, 2015, the City Council has been authorized to levy a special tax (the "Special Tax") upon all nonexempt property within the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1"); and WHEREAS, as set forth in the resolution entitled, "Resolution of Formation of a Community Facilities District, Including Designation of Improvement Area No. 1 and Future Annexation Area; Conditional Authorization to Levy a Special Tax; and Conditional Establishment of Initial Appropriations Limit for Improvement Area No. 1" (the "Resolution of Formation"), the Special Tax is to be levied on the nonexempt property within each of five separate improvement areas of CFD No. 2015-1 in accordance with the applicable rate and method of apportionment of special tax (each, an "RMA"), as follows: a. the RMA for Improvement Area No. 1, attached to the Resolution of Formation as Exhibit B ("Exhibit B"); b. the RMA for Improvement Area No. 2, attached to the Resolution of Formation as Exhibit C ("Exhibit C"); c. the RMA for Improvement Area No. 3, attached to the Resolution of Formation as Exhibit D ("Exhibit D"); d. the RMA for Improvement Area No. 4, attached to the Resolution of Formation as Exhibit E ("Exhibit E"); and e. the RMA for Improvement Area No. 5, attached to the Resolution of Formation as Exhibit F ("Exhibit F"); and WHEREAS, having received voter approval at the June 2 special election, the City Council now wishes by this ordinance to levy the special tax in accordance with the Resolution of Formation and the Act; 1 NOW, THEREFORE, the Dublin City Council does ordain as follows: SECTION 1: LEVY OF SPECIAL TAX Pursuant to Sections 53328 and 53340 of the Act, and in accordance with the applicable RMA, as recited above, the Special Tax is hereby levied on all nonexempt parcels within CFD No. 2015-1. As of the date of adoption of the Resolution of Formation, all of the property within CFD No. 2015-1 has been designated as Improvement Area No. 1. SECTION 2: LEVY OF SPECIAL TAX WITHIN IMPROVEMENT AREA NO. 1 Without limiting the generality of the foregoing Section 1, the Special Tax shall be levied on the nonexempt parcels within Improvement Area No. 1 in accordance with the terms and conditions of Exhibit B. The first Fiscal Year for which the Special Tax shall be levied within Improvement Area No. 1 shall be 2015-16 or such subsequent Fiscal Year as may be determined in accordance with Exhibit B. SECTION 3: LEVY OF SPECIAL TAX WITHIN IMPROVEMENT AREA NOS. 2 THROUGH 5, INCLUSIVE Without limiting the generality of the foregoing Section 1, the Special Tax shall be levied on the nonexempt parcels within each of Improvement Area Nos. 2 through 5, inclusive, in accordance with the corresponding RMA, as set forth in Exhibit C, Exhibit D, Exhibit E and Exhibit F, respectively. The first Fiscal Year for which the Special Tax shall be levied within each of Improvement Area Nos. 2 through 5, inclusive, shall be the Fiscal Year beginning on July 1 next following the occurrence of each of the following: a. a portion of the property which has been designated as "Future Annexation Area" on the recorded boundary map for CFD No. 2015-1 shall have been annexed to CFD No. 2015-1 in accordance with the Act and either (i) designated as a separate improvement area, separate and apart from any previously-established improvement area, (ii) annexed to Improvement Area No. 1, or (iii) annexed to a previously-established improvement area other than Improvement Area No. 1; b. an annexation map shall have been recorded with the Alameda County Recorder in accordance with Section 3110.5 of the California Streets and Highways Code (the "S&H Code"); and c. for property annexed to Improvement Area No. 1 or another then- established improvement area, an amendment to the Notice of Special 2 Tax Lien shall have been recorded with the Alameda County Recorder in accordance with Section 3117.5 of the S&H Code; provided that the first Fiscal Year for which the Special Tax shall be levied on the nonexempt parcels of any of Improvement Areas No. 2 through 5 may be a Fiscal Year subsequent to the Fiscal Year prescribed by the foregoing as shall be determined in accordance with the applicable RMA. SECTION 4: ANNUAL DETERMINATION OF SPECIAL TAX AMOUNTS The officer of the City designated as the "Administrator' (as said term is defined in each of Exhibits B through F, inclusive), with the aid of the appropriate officers, agents and consultants of the City, is authorized and directed to determine each Fiscal Year, without further action by the City Council, the amount of the Special Tax on each nonexempt parcel in accordance with the RMA applicable to each such nonexempt parcel and to provide all necessary and appropriate information to the Alameda County Auditor in proper form and in the proper time to effect the correct and timely billing and collection of the Special Tax in the same manner and at the same time as ordinary ad valorem property taxes levied by Alameda County (the "County") on each nonexempt parcel; provided that, as provided in the Resolution of Formation and Section 53340 of the Act, the City reserves the right 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 5: ADJUSTMENTS TO CORRECT COMPUTATIONAL ERRORS AUTHORIZED The Administrator, with the aid of the appropriate officers, agents and consultants of the City, are authorized to make adjustments to the amount of the Special Tax for any nonexempt parcel prior to the final posting of the annual Special Tax to the secured property tax roll of the County each Fiscal Year, as may be necessary to correct any computational error which has been timely discovered or to achieve a correct match between the Special Tax amount being levied and the assessor's parcel number finally utilized by the County in sending out property tax bills. SECTION 6: SEVERABILITY The provisions of this Ordinance are severable and if any provision, clause, sentence, word or part thereof is held illegal, invalid, unconstitutional, or inapplicable to any person or circumstances, such illegality, invalidity, unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, clauses, sentences, sections, words or parts thereof of the ordinance or their applicability to other persons or circumstances. 3 SECTION 7: POSTING OF ORDINANCE AND EFFECTIVE DATE The City Clerk of the City of Dublin shall cause this Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California. This Ordinance shall take effect and be enforced thirty (30) days following its adoption. PASSED, APPROVED AND ADOPTED this day of 2015. AYES: NOES: ABSENT: ABSTAIN: David Haubert, Mayor ATTEST: Caroline Soto, City Clerk 2446565.1 4