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HomeMy WebLinkAbout*November 7, 2023 Regular City Council Meeting PacketCOUNCILMEMBERS Melissa Hernandez, Mayor Michael McCorriston, Vice Mayor Jean Josey, Councilmember Dr. Sherry Hu, Councilmember Kashef Qaadri, Councilmember s�?s DUBLIN CALIFORNIA Regular Meeting of the DUBLIN CITY COUNCIL City Council Chamber Dublin Civic Center 100 Civic Plaza Dublin, CA 94568 www.dublin.ca.gov Tuesday, November 7, 2023 Location: City Council Chamber I00 Civic Plaza Dublin, CA 94568 REGULAR MEETING 7:00 PM Additional Meeting Procedures This City Council meeting will be broadcast live on Comcast T.V. channel 28 beginning at 7:00 p.m. This meeting will also be livestreamed at www.tv30.org and on the City's website at: https://dublin_ra gov/ccmeeting_s For the convenience of the City and as a courtesy to the public, members of the public who wish to offer comments electronically have the option of giving public comment via Zoom, subject to the following procedures: ❑ Fill out an online speaker slip available at www.dublin.ca.gov. The speaker slip will be made available at 10:00 a.m. on Tuesday, November 7, 2023. Upon submission, you will receive Zoom link information from the City Clerk. Speakers slips will be accepted until the staff presentation ends, or until the public comment period on non -agenda items is closed. ❑ Once connected to the Zoom platform using the Zoom link information from the City Clerk, the public speaker will be added to the Zoom webinar as an attendee and muted. The speaker will be able to observe the meeting from the Zoom platform. ❑ When the agenda item upon which the individual would like to comment is addressed, the City Clerk will announce the speaker in the meeting when it is their time to give public comment. The speaker will then be unmuted to give public comment via Zoom. ❑ Technical difficulties may occur that make the option unavailable, and, in such event, the meeting will continue despite the inability to provide the option. I. CALL TO ORDER November 07, 2023 Dublin City Council Regular Meeting Agenda 1 2. PLEDGE OF ALLEGIANCE 3. PRESENTATIONS AND PROCLAMATIONS 3.1 Presentation of the Diwali Proclamation The City Council will present the Diwali proclamation. STAFF RECOMMENDATION: Present the proclamation. Staff Report Attachment 1- Diwali Proclamation 4. PUBLIC COMMENT At this time, the public is permitted to address the City Council on non-agendized items. Please step to the podium and clearly state your name for the record. COMMENTS SHOULD NOT EXCEED THREE (3) MINUTES. In accordance with State Law, no action or discussion may take place on any item not appearing on the posted agenda. The Council may respond to statements made or questions asked, or may request Staff to report back at a future meeting concerning the matter. Any member of the public may contact the City Clerk's Office related to the proper procedure to place an item on a future City Council agenda. The exceptions under which the City Council MAY discuss and/or take action on items not appearing on the agenda are contained in Government Code Section 54954.2(b)(1)(2)(3). 5. CONSENT CALENDAR Consent Calendar items are typically non -controversial in nature and are considered for approval by the City Council with one single action. Members of the audience, Staff or the City Council who would like an item removed from the Consent Calendar for purposes of public input may request the Mayor to remove the item. 5.1 Approval of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting Minutes The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting. STAFF RECOMMENDATION: Approve the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting. Staff Report Attachment 1 - October 13, 2023 Special City Council Meeting Minutes Attachment 2 - October 17, 2023 Regular City Council Meeting Minutes 5.2 Acceptance of Office of Traffic Safety Grant for Participation in the Selective Traffic Enforcement Program The City Council will consider accepting a traffic safety grant for Dublin Police Services in relation to the City's participation in the Selective Traffic Enforcement Program. This grant program supports best practices and strategies to address crashes involving alcohol and other primary collision factors. November 07, 2023 Dublin City Council Regular Meeting Agenda 2 STAFF RECOMMENDATION: Adopt the Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant. Staff Report Attachment 1- Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant Attachment 2 - Exhibit A to the Resolution - OTS STEP Grant Agreement 5.3 Approval of Plans and Specifications and Award of Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 The City Council will consider approving the plans and specifications and awarding a construction contract to C. Overaa & Co. for the Civic Center Rehabilitation Project. The project will convert three existing spaces on the second floor of City Hall into six spaces to better serve the current staffing needs. STAFF RECOMMENDATION: Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122. Staff Report Attachment 1- Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 Attachment 2 - CIP No. GI0122 5.4 Fiscal Year 2022 -23 4' Quarter Financial Review and Additional Special Designation of General Fund Reserves. The City Council will receive a financial report on the fourth quarter of Fiscal Year 2022- 23 and consider amendments to the General Fund reserve designations. STAFF RECOMMENDATION: Adopt the Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 and confirm additional General Fund reserve designations as of June 30, 2023. Staff Report Attachment 1- Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 Attachment 2 - General Fund Summary FY 2022-23 Attachment 3 - General Fund Reserves Summary FY 2022-23 5.5 City Treasurer's Informational Report of Investments for the Quarter Ending September 30, 2023 The City Council will receive an informational report of the City's investments through the quarter ending September 30, 2023m including a monthly transaction ledger. The City's investment portfolio for this period totaled $390,133,446 (market value) with an average market yield of 5.19%. As required by the Policy, the City Treasurer (Finance Director) affirms that the City is able to meet its expenditure requirements for the next six months. STAFF RECOMMENDATION: Receive the report. Staff Report November 07, 2023 Dublin City Council Regular Meeting Agenda 3 Attachment 1- City of Dublin Investment Report for Period Ending September 30, 2023 Attachment 2 - Transaction Ledger - July through September 2023 5.6 Pancreatic Cancer Awareness Month Proclamation The City Council will consider the Pancreatic Cancer Awareness Month proclamation. STAFF RECOMMENDATION: Approve the proclamation. Staff Report Attachment 1- Pancreatic Cancer Awareness Month Proclamation 6. PUBLIC HEARING — None. 7. UNFINISHED BUSINESS 7.1 Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 and Approving Form of and Execution of Related Documents The City Council will consider the fifth phase of special tax bond financing for Community Facilities District No. 2015-1 (Dublin Crossing) and the use of the bond sale proceeds to finance authorized public capital facilities and public capital facility impact fees. The item for consideration is a Resolution authorizing issuance of the 2023 special tax bonds and approving the forms and execution of related bond documents. STAFF RECOMMENDATION: Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5; Approving the Form and Authorizing the Execution of a Fiscal Agent Agreement, a Purchase Contract and a Continuing Disclosure Certificate and Authorizing the Sale and Delivery of Special Tax Bonds Pursuant to Said Purchase Contract; Approving the Form and Delivery of a Preliminary Official Statement and the Preparation and Distribution of a Final Official Statement; and Approving Execution and Delivery of Other Documents and Taking of Actions as Necessary to Implement the Issuance, Sale and Delivery of the Bonds. Staff Report Attachment 1- Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 Attachment 2 - Fiscal Agent Agreement Attachment 3 - City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2023 Purchase Contract. Attachment 4 - Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1 Item 7.1 SB 343 Item 7.1 PowerPoint Presentation November 07, 2023 Dublin City Council Regular Meeting Agenda 4 4 7.2 Potential Ballot Measures for March or November 2024 Based on direction given at the June 6, 2023 and August 15, 2023 City Council meetings, Staff was tasked with presenting proposed ballot measures for the March 5, 2024 Presidential Primary Election. Those proposed measures include a potential amendment to the Open Space Initiative of 2014 (the OSI) and to Mayor and City Council term limits. The owner of the property that would be the subject of the proposed amendment to the OSI desires additional time for outreach and planning on such a ballot measure, and therefore Staff is not presenting a proposed measure to amend the OSI. Several proposed term limits measures are presented for the City Council's consideration, which could be placed on either the March 5, 2024 or November 5, 2024 statewide elections. STAFF RECOMMENDATION: Deliberate and consider (a) doing nothing or (b) adopting, after determining whether to place the matter on the ballot for the March 5, 2024 Presidential Primary Election or the November 5, 2024 General Election, one of the six proposed resolutions calling an election. Staff Report Attachment 1 - Attachment 2 - Attachment 3 - Attachment 4 - Research on Term Limits Measures Spectrum of Ballot Measure Questions Resolution Calling Election on Option 1A Resolution Calling Election on Option 1B Attachment 5 - Resolution Calling Election Attachment 6 - Resolution Calling Election Attachment 7 - Resolution Calling Election Attachment 8 - Resolution Calling Election Item 7.2 SB 343 8. NEW BUSINESS — None. on Option 2A on Option 2B on Option 3A on Option 3B 9. CITY MANAGER AND CITY COUNCIL REPORTS Brief information only reports from City Council and/or Staff, including committee reports and reports by City Council related to meetings attended at City expense (AB1234). 10. ADIOURNMENT This AGENDA is posted in accordance with Government Code Section 54954.2(a) If requested, pursuant to Government Code Section 54953.2, this agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12132) (ADA), and the federal rules and regulations adopted in implementation thereof. To make a request for disability -related modification or accommodation, please contact the City Clerk's Office (925) 833-6650 at least 72 hours in advance of the meeting. Upon receiving a request, the City will swiftly resolve requests for reasonable accommodation for individuals with disabilities, consistent with the federal ADA, and resolve any doubt in favor of accessibility. November 07, 2023 Dublin City Council Regular Meeting Agenda 5 Agenda materials that become available within 72 hours in advance of the meeting, and after publishing of the agenda, will be available at Civic Center, 100 Civic Plaza, and will be posted on the City's website at www.dublin.ca.gov/ccmeetings. Mission The City of Dublin promotes and supports a high quality of life, ensures a safe and secure environment, fosters new opportunities, provides equity across all programs, and champions a culture of diversity and inclusion. November 07, 2023 Dublin City Council Regular Meeting Agenda 6 6 Agenda Item 3.1 r !fit STAFF REPORT DUBLIN CITY COUNCIL CALIFORNIA DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B,ECT : Presentation of the Diwali Proclamation Prepared by: Marissa Clevenger, Administrative Technician EXECUTIVE SUMMARY: The City Council will present the Diwali proclamation. STAFF RECOMMENDATION: Present the proclamation. FINANCIAL IMPACT: None. DESCRIPTION: November 12, 2023 will mark the annual occurrence of Diwali, a festival of lights celebrated in autumn of each year by Hindus, Sikhs, Jains, Buddhist, and others around the world. Diwali is celebrated by lighting the Diya, or oil lamp, which symbolizes dispelling darkness and bringing light into life with traditional offerings, rituals, and festivals. Diwali includes many traditions such as gathering with friends and family for community prayer, exchanging gifts, setting off fireworks, and decorating houses with colorful rangolis (decorative works of art created on the ground). Diwali is also the Hindu New Year, and it is celebrated on the last day of the last month in the lunar calendar. STRATEGIC PLAN INITIATIVE: None. Page 1 of 2 7 NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Diwali Proclamation Page 2 of 2 8 Attachment I A PROCLAMATION OF THE CITY OF DUBLIN, CALIFORNIA "Diwali — November 12, 2023" WHEREAS, the City of Dublin, along with the nation, has been influenced by the extraordinary cultural, ethnic, linguistic, and religious diversity of its residents; and WHEREAS, Diwali is celebrated in autumn of each year by Hindus, Sikhs, Jains, Buddhist, and others throughout the Bay Area and the World; and WHEREAS, Diwali is a festival of lights which is celebrated by lighting the Diya, or oil lamp, which symbolizes dispelling darkness and bringing light into life with traditional offerings, rituals, and festivals; and WHEREAS, Diwali is also the beginning of the Hindu New Year, and it is celebrated on the last day of the last month in the lunar calendar; and WHEREAS, for Hindus, Diwali is a celebration of good triumphing over evil, and light prevailing over darkness; and WHEREAS, Hindu Americans in the City of Dublin represent diverse ethnic backgrounds, including individuals of Indian, Pakistani, Bangladeshi, Malaysian, Indonesian, Afghan, Nepali, Bhutanese, Sri Lankan, Fijian, Caribbean, and European descent; and WHEREAS, our diversity is one of our greatest strengths, and Dublin joins with all those around the world celebrating Diwali. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby proclaims November 12, 2023 as "Diwali" in the City of Dublin and encourages citizens to recognize the contributions of all Hindu, Sikhs, Jains, and Buddhists in all aspects of our vibrant economy and civic society. DATED: November 7, 2023 GGl Mayor Melissa Herna C - / ouncilmember 8 rry Hu Ail- 1`l ouncilmem an Jo Vice Mayor Michael McCorriston Councilmefnber Kashef Qaadri 9 Agenda Item 5.1 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.ECT: Approval of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting Minutes Prepared by: Marsha Moore, MMC, City Clerk EXECUTIVE SUMMARY: The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting. STAFF RECOMMENDATION: Approve the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting. FINANCIAL IMPACT: None. DESCRIPTION: The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) October 13, 2023 Special City Council Meeting Minutes 2) October 17, 2023 Regular City Council Meeting Minutes Page 1 of 1 10 DUBLIN CALIFORNIA iL MINUTES OF THE CITY COUNCIL l OF THE CITY OF DUBLIN Special Meeting: October 13, 2023 Attachment I A Special Meeting of the Dublin City Council was held on Friday, October 13, 2023, in the Regional Meeting Room. The meeting was called to order at 10:30 AM, by Mayor Hernandez. 1) CALL TO ORDER AND PLEDGE OF ALLEGIANCE Attendee Name Status Melissa Hernandez, Mayor Present Michael McCorriston, Vice Mayor Present Jean Josey, Councilmember Present Dr. Sherry Hu, Councilmember Present Kashef Qaadri, Councilmember Present 2) PUBLIC COMMENT None. 3) RETREAT, FACILITATED BY NANCY HETRICK OF BAKERTILLY: The City Council participated in team building with facilitator Nancy Hetrick of Bakkertilly, along with City Manager Linda Smith, Assistant City Manager Colleen Tribby, and City Attorney John Bakker. The City Council reviewed carryover items from their March 2023 Team Building Meeting, reflected on the City's progress in achieving goals from the Two -Year Strategic Plan and received an update from Staff on the focus areas for the balance of the Strategic Plan Year, discussed and reviewed strategies for sustaining strong governance practices, discussed operating norms, reviewed the agenda format and process and provided direction to Staff for updates, and discussed engagement with commissions and committees. DUBLIN CITY COUNCIL MINUTES SPECIAL MEETING October 13, 2023 11 4) ADJOURNMENT Mayor Hernandez adjourned the meeting at 2:15 p.m. ATTEST: City Clerk Mayor DUBLIN CITY COUNCIL MINUTES REGULAR MEETING October 13, 2023 12 Attachment 2 DUBLIN CALIFORNIA MINUTES OF THE CITY COUNCIL OF THE CITY OF DUBLIN Regular Meeting: October 17, 2023 The following are minutes of the actions taken by the City of Dublin City Council. A full video recording of the meeting with the agenda items indexed and time stamped is available on the City's website at: httns://dublin.ca.gov/ccmeetings REGULAR MEETING 7:00 PM A Regular Meeting of the Dublin City Council was held on Tuesday, October 17, 2023, in the City Council Chamber. The meeting was called to order at 7:00 PM, by Mayor Hernandez. 1) CALL TO ORDER Attendee Name Status Melissa Hernandez, Mayor Present Michael McCorriston, Vice Mayor Present Jean Josey, Councilmember Present Dr. Sherry Hu, Councilmember Present Kashef Qaadri, Councilmember Present 2) PLEDGE OF ALLEGIANCE 3) ORAL COMMUNICATIONS 3.1) Certificate of Recognition of Council on American -Islamic Relations (CAIR) — San Francisco Bay Area The City Council presented a certificate of recognition to the Council on American -Islamic Relations (CAIR) - San Francisco Bay Area. 3.2) Presentation of the World Polio Day Proclamation The City Council presented the World Polio Day proclamation to the Rotary Club of Dublin. 3.3) Public Comment Jeanine Gillengerten provided public comment. DUBLIN CITY COUNCIL MINUTES REGULAR MEETING OCTOBER 17, 2023 13 Shirley Lewandowski provided public comment. 4) CONSENT CALENDAR 4.1) Approved the October 3, 2023 Regular City Council Meeting Minutes. 4.2) Adopted Resolution No. 107-23 titled, "Approving an Addendum to the Mitigated Negative Declaration for the Iron Horse Nature Park and Open Space Project;" adopted Resolution No. 108-23 titled, "Approving the Plans and Specifications, Waiving a Minor Bid Irregularity, and Awarding a Contract to Goodfellow Bros. California, LLC for the Iron Horse Nature Park and Open Space - Phase 1 Project, CIP No. PK0422;" and approved the budget change. 4.3) Received notification of the City Engineer's receipt of the Final Maps for review for Tracts 8647, 8649, and 8650, Francis Ranch Neighborhoods 3, 5, and 6. 4.4) Waived the reading and adopted Ordinance No. 06-23 titled, "Amending the Zoning Map and Approving an Amended Planned Development Zoning District and Related Stage 1 and Stage 2 Development Plans for the Quarry Lane School." 4.5) Adopted Resolution No. 109-23 titled, "Authorizing the Filing of an Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurances to Complete the Village Parkway Reconstruction and Complete Streets Project, CIP No. ST0323." 4.6) Adopted Resolution No. 110-23 titled, "Approving a Second Amendment to the Energy Savings Performance Contract with Willdan Energy Solutions for the Citywide Energy Improvements Project, CIP No. GI0121." 4.7) Received a report of payments issued from September 1, 2023 - September 30, 2023, totaling $6,125,063.78. On a motion by Vice Mayor McCorriston, seconded by Councilmember Qaadri, and by unanimous vote, the City Council adopted the Consent Calendar. RESULT: ADOPTED [UNANIMOUS] MOVED BY: Michael McCorriston, Vice Mayor SECOND: Kashef Qaadri, Councilmember AYES: Hernandez, McCorriston, Josey, Hu, Qaadri 5) WRITTEN COMMUNICATION -None. DUBLIN CITY COUNCIL MINUTES REGULAR MEETING O CT O BER 17, 2023 14 6) PUBLIC HEARING 6.1) Downtown Dublin Preferred Vision Implementation General Plan and Downtown Dublin Specific Plan Amendments The City Council received a presentation regarding amendments to the General Plan and the Downtown Dublin Specific Plan to further implement the Downtown Dublin Preferred Vision approved by the City Council in 2019. Mayor Hernandez opened the Public Hearing. Tom Evans provided public comment. Jeanine Gillengerten provided public comment. Shirley Lewandowski provided public comment. Mayor Hernandez closed the Public Hearing. On a motion by Mayor Hernandez, seconded by Vice Mayor McCorriston, and by unanimous vote, the City Council continued the public hearing to a date uncertain. RESULT: MOTION PASSED [UNANIMOUS] MOVED BY: Melissa Hernandez, Mayor SECOND: Michael McCorriston, Vice Mayor AYES: Hernandez, McCorriston, Josey, Hu, Qaadri Mayor Hernandez called for a recess at 9:02 PM. Mayor Hernandez resumed the meeting at 9:10 PM. 7) UNFINISHED BUSINESS 7.1) Community Facilities District Formation The City Council received a presentation regarding the initiation of proceedings to form a Community Facilities District at the East Ranch project location. Mayor Hernandez opened the public comment period. Upon receiving no public comment, Mayor Hernandez closed the public comment period. On a motion by Councilmember Josey, seconded by Councilmember Hu, and by a three -to - two vote, the City Council adopted Resolution No. 111-23 titled, "Declaring Intention to Form a Community Facilities District and Levy Special Taxes in the City of Dublin DUBLIN CITY COUNCIL MINUTES REGULAR MEETING O CT O BER 17, 2023 15 Community Facilities District No. 2023-1 (East Ranch) to Finance Certain Public Services and the Acquisition and Construction of Certain Public Facilities in and for such Community Facilities District," and Resolution No. 112 titled, "Declaring Intention to Incur Bonded Indebtedness to Finance the October 17, 2023 Dublin City Council Regular Meeting Agenda 6 Acquisition and Construction of Certain Public Facilities in and for City of Dublin Community Facilities District No. 2023-1 (East Ranch)." RESULT: ADOPTED [THREE TO TWO] MOVED BY: Jean Josey, Councilmember SECOND: Dr. Sherry Hu, Councilmember AYES: Hernandez, Josey, Hu NOES: McCorriston, Qaadri 8) NEW BUSINESS 8.1) MCE Corporation Economic Evaluation and Comparative Analysis The City Council received a report evaluating the City's costs over a five-year period for maintenance services provided by MCE Corporation. In addition, the report included a comparative analysis related to the maintenance services in neighboring jurisdictions of Brentwood, Pleasanton, and San Ramon. 9) OTHER BUSINESS The City Council and Staff provided brief information -only reports, including committee reports and reports by City Council related to meetings attended at City expense (AB1234). By consensus, the City Council directed Staff to prepare a proclamation for Pancreatic Cancer Awareness Month. 10) ADJOURNMENT Mayor Hernandez adjourned the meeting at 9:57 PM. ATTEST: City Clerk Mayor DUBLIN CITY COUNCIL MINUTES REGULAR MEETING O CT O BER 17, 2023 16 r DUBLIN CALIFORNIA DATE: TO: FROM: SUBJECT: STAFF REPORT CITY COUNCIL November 7, 2023 Honorable Mayor and City Councilmembers Linda Smith, City Manager Agenda Item 5.2 Acceptance of Office of Traffic Safety Grant for Participation in the Selective Traffic Enforcement Program Prepared by: Raelyn Miranda Administrative Aide EXECUTIVE SUMMARY: The City Council will consider accepting a traffic safety grant for Dublin Police Services in relation to the City's participation in the Selective Traffic Enforcement Program. This grant program supports best practices and strategies to address crashes involving alcohol and other primary collision factors. STAFF RECOMMENDATION: Adopt the Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant. FINANCIAL IMPACT: New grant funds awarded after the adoption of the Fiscal Year 2023-24 Budget are detailed in the table below. The eligible expenses are limited to reimbursement of Police Services' overtime costs which are associated with grant program activities. Costs associated with the administration of the program will be absorbed within the current budget and will be included in the Fiscal Year 2024- 25 budget proposal. Fiscal Year 2023-24 2024-25 Expenditure Period (10/01/2023 -06/30/2024) (07/01/2024 -09/30/2024) TOTAL GRANT AWARD Grant Revenue $50,000 $31,000 $81,000 Page 1 of 2 17 DESCRIPTION: The California Office of Traffic Safety (OTS) is awarding grant funds for its Selective Traffic Enforcement Program (STEP), using best practice strategies shown to reduce traffic collisions. Office of Traffic Safety funding is based on the federal fiscal year beginning October 1 of each year, and Dublin Police Services has been awarded and has administered similar grants in the past. The California OTS recently awarded Dublin Police Services a STEP grant in the amount of $81,000 to cover overtime costs, supplies, and training for special traffic enforcement such as DUI saturation patrols and other related strategies. The funding will cover activities at two DUI checkpoints, 19 DUI saturation patrols, and 12 Traffic Enforcement operations including distracted driving enforcement that targets drivers using handheld cell phones and traffic safety educational presentations. This program will also develop a "Hot Sheet" program to notify patrol and traffic officers to be on the lookout for identified repeat Driving Under the Influence (DUI) offenders with suspended or revoked licenses. There will also be DUI checkpoint operations, patrols focused on distracted driving enforcement, traffic safety education operations, and collaborative enforcement efforts with Livermore and Pleasanton Police Departments. Each of these traffic operations will be conducted to make the streets of Dublin safer for all pedestrians and motorists. The STEP grant will also seek voluntary compliance of traffic laws by generating publicity throughout the grant period. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant 2) Exhibit A to the Resolution - OTS STEP Grant Agreement Page 2 of 2 18 Attachment I RESOLUTION NO. XX — 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ACCEPTING THE OFFICE OF TRAFFIC SAFETY SELECTIVE TRAFFIC ENFORCEMENT PROGRAM GRANT WHEREAS, injuries and fatalities resulting from traffic collisions are frequently caused by preventable factors such as driver impairment; and WHEREAS, On July 14, 2023, a Grant Agreement with the State of California Office of Traffic Safety was awarded to conduct a multi -year Selective Traffic Enforcement Program (STEP); and WHEREAS, the City was advised after the adoption of the Fiscal Year 2023-24 Budget of the award of $81,000 to be made under the STEP Grant; and WHEREAS, the total award for the STEP Grant will span Fiscal Years 2023-24 and 2024-25 as described in the Staff Report presented to the City Council on November 7, 2023; and WHEREAS, the enforcement grant is dedicated to reducing the number of fatal and injury traffic collisions by funding supplemental saturation patrols as well as providing for additional public safety awareness activities; and WHEREAS, the City Council of the City of Dublin has agreed DUI enforcement, distracted driving enforcement, seat belt enforcement, and awareness are important elements in improving overall public safety. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin confirms the Grant Agreement with the State of California Office of Traffic Safety attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Council accepts the grant award of $81,000. {Signatures on the following page} Reso. No. XX-23 Item X.X, Adopted XX/XX/2023 Page 1 of 2 19 PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23 Item X.X, Adopted XX/XX/2023 Page 2 of 2 20 State of California — Office of Traffic Safety GRANT AGREEMENT Attachment 2 GRANT NUMBER PT24059 c7 a 1. GRANT TITLE Selective Traffic Enforcement Program (STEP) 2. NAME OF AGENCY 3. Grant Period Dublin From: 10/01/2023 4. AGENCY UNIT TO ADMINISTER GRANT To: 09/30/2024 Dublin Police Department 5. GRANT DESCRIPTION Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary crash factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary crash factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and pedestrian crashes, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect. 6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $81,000.00 7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement: • Schedule A — Problem Statement, Goals and Objectives and Method of Procedure • Schedule B — Detailed Budget Estimate and Sub -Budget Estimate (if applicable) • Schedule B-1 — Budget Narrative and Sub -Budget Narrative (if applicable) • Exhibit A — Certifications and Assurances • Exhibit B* — OTS Grant Program Manual • Exhibit C — Grant Electronic Management System (GEMS) Access *Items shown with an asterisk (*), are hereby incorporated by reference and made a part of this agreement as if attached hereto. These documents can be viewed at the OTS home web page under Grants: www.ots.ca.aov. We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. 8. Approval Signatures A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL NAME: William Chase ADDRESS: Nathan Schmidt TITLE: Sergeant Chief of Police EMAIL: wchase@acgov.org nschmidt@acgov.org PHONE: (925) 556-4562 (925) 833-6685 ADDRESS: 6361 Cark Avenue 6361 Clark Avenue Dublin, CA 94568 Dublin, CA 94568 Sep 26, 2023 Nate Schmid± Oct 10, 2023 (Signature) (Date) (Signature) (Date) C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY ADDRESS: Jay Baksa ADDRESS: Barbara Rooney Finance Director Director jay.baksa@dublin.ca.gov barbara.rooney@ots.ca.gov (925) 833-6648 (916) 509-3030 100 Civic Plaza 2208 Kausen Drive, Suite 300 Dublin, CA 94568 Elk Grove, CA 95758 Oct 6, 2023 Oct 10, 2023 (Signature) (Date) (Signature) (Date) 9/25/2023 7:51:48 AM Page 1 of 18 21 E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY 9. SAM INFORMATION NAME: Carolyn Vu ADDRESS: 2208 Kausen Drive, Suite 300 Elk Grove, CA 95758 10. PROJECTED EXPENDITURES SAM #: H7R6FXBY88V5 REGISTERED ADDRESS: 100 Civic Plaza CITY: Dublin CA 94568 ZIP+4: Dublin 94568-7735 FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED EXPENDITURES 164AL-24.1 20.608 0521-0890-101 2022 43/22 BA/22 $17,000.00 402PT-24.1 20.600 0521-0890-101 2022 43/22 BA/22 $10,540.00 164AL-24 20.608 0521-0890-101 2023 12/23 BA/23 $33,000.00 402PT-24 20.600 0521-0890-101 2023 12/23 BA/23 $20,460.00 AGREEMENT TOTAL $81,000.00 I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above. OTS ACCOUNTING OFFICER'S SIGNATURE i DATE SIGNED Oct 10, 2023 AMOUNT ENCUMBERED BY THIS DOCUMENT $81,000.00 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT $ 0.00 TOTAL AMOUNT ENCUMBERED TO DATE $81,000.00 9/25/2023 7:51:48 AM Page 2 of 18 22 State of California — Office of Traffic Safety GRANT AGREEMENT Schedule A GRANT NUMBER PT24059 1. PROBLEM STATEMENT The City of Dublin is a city with a residential population of 71,674 as of 07/01/21. The U.S Census Bureau ranked the City of Dublin as the third fastest growing city with a population over 30,000 by percentage in California over the past ten years! In addition, Dublin is the number one fastest growing city by percentage in the entire 9-county San Francisco Bay Area. Through a growing light industry, existing retail business, and planned future residential, retail, and commercial development, the day -time population of Dublin can increase by over 85%. The City of Dublin currently has 126 miles of roadway, with more being planned. The vehicular traffic in Dublin can increase to 115,000 vehicles coming in -and -out of the city on an average day. There are four major roadways thru Dublin which allow for a high volume of vehicular traffic during all hours from the neighboring cities of San Ramon, Pleasanton, and Livermore. All three of these cities are growing as fast, if not faster, than Dublin with retail, commercial, and residential development. Dublin is bordered on the south by Interstate 580 and on the west with Interstate 680 running north and south thru Dublin. Due to the increasing volume of traffic crashes are on the rise while staffing levels remain stagnant. In 2022, the Dublin Police Services (DPS) saw an increase of 14% percent in reported traffic crashes with a total of 423. This increase includes a total of 132 persons injured in 2022. Dublin Police also saw an increase in injury crash and DUI related crashes from 2021 to 2022. In addition, crashes with "Speed" as the Primary Crash Factor increased from 71 in 2021 to 88 in 2022, this is a 21 percent increase. These number have been increasing since post pandemic roadway travel has not only returned, but there visibility more vehicles traveling on roadways in the City of Dublin daily. With the support from OTS, the DPS Traffic Unit will effectively and systemically address some of the concerns associated with the rise in injury and DUI related crashes in the City of Dublin. There will be targeted enforcement for speed violators, distracted driving violators, and the apprehension of impaired drivers. Dublin Police will conduct 2 DUI Checkpoints with the City, which will bring community awareness and education about DUI related crimes. These targeted enforcement engagements should have a significate impart on the City of Dublin's overall crash statistics. The DPS Traffic Unit is staffed with four Traffic Officers and one Sergeant. With the assistance of OTS funding, the DPS Traffic Units will aggressively address driving problems during the hours which they most occur. The Traffic Unit will also address other major primary crash factors. The normal day-to-day Traffic Unit objective will continue without interruption. In closing, the Dublin Traffic Unit with collaborate with surrounding Alameda County agencies, specifically within the Tri-Valley Cities of Livermore, Pleasanton, and Dublin to address staffing shortages to conduct enforcement operations. 2. PERFORMANCE MEASURES A. Goals: 1. Reduce the number of persons killed in traffic crashes. 2. Reduce the number of persons injured in traffic crashes. 3. Reduce the number of pedestrians killed in traffic crashes. 4. Reduce the number of pedestrians injured in traffic crashes. 5. Reduce the number of bicyclists killed in traffic crashes. 6. Reduce the number of bicyclists injured in traffic crashes. 7. Reduce the number of persons killed in alcohol -involved crashes. 8. Reduce the number of persons injured in alcohol -involved crashes. 9. Reduce the number of persons killed in drug -involved crashes. 10. Reduce the number of persons injured in drug -involved crashes. 11. Reduce the number of persons killed in alcohol/drug combo -involved crashes. 9/25/2023 7:51:48 AM Page 3 of 18 23 12. Reduce the number of persons injured in alcohol/drug combo -involved crashes. 13. Reduce the number of motorcyclists killed in traffic crashes. 14. Reduce the number of motorcyclists injured in traffic crashes. 15. Reduce hit & run fatal crashes. 16. Reduce hit & run injury crashes. 17. Reduce nighttime (2100 - 0259 hours) fatal crashes. 18. Reduce nighttime (2100 - 0259 hours) injury crashes. B. Objectives: Target Number 1. Issue a press release announcing the kick-off of the grant by November 15. The 1 kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at pio@ots.ca.gov, and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release. 2. Participate and report data (as required) in the following campaigns; Quarter 1: 10 National Walk to School Day, National Teen Driver Safety Week, NHTSA Winter Mobilization; Quarter 3: National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Bicycle Safety Month, National Click it or Ticket Mobilization; Quarter 4: NHTSA Summer Mobilization, National Child Passenger Safety Week, and California's Pedestrian Safety Month. 3. Develop (by December 31) and/or maintain a "DUI BOLO" program to notify patrol 12 and traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated DUI BOLOs should be distributed to patrol and traffic officers monthly. 4. Send law enforcement personnel to the NHTSA Standardized Field Sobriety 2 Testing (SFST) (minimum 16 hours) POST -certified training. 5. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired 2 Driving Enforcement (ARIDE) 16 hour POST -certified training. 6. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 1 7. Send law enforcement personnel to the DRE Recertification training. 1 8. Send law enforcement personnel to SFST Instructor training. 1 9. Conduct DUI/DL Checkpoints. A minimum of 1 checkpoint should be conducted 2 during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUI/DL checkpoints, departments should issue press releases that mention DL's will be checked at the DUI/DL checkpoint. Signs for DUI/DL checkpoints should read "DUI/Driver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre -approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUI/DL Checkpoint screeners should be DRE- or ARIDE-trained. 10. Conduct DUI Saturation Patrol operation(s). 19 11. Conduct Traffic Enforcement operation(s), including but not limited to, primary 12 crash factor violations. 12. Conduct highly publicized Distracted Driving enforcement operation(s) targeting 4 drivers using hand held cell phones and texting. 13. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in 4 areas or during events with a high number of pedestrian and/or bicycle crashes resulting from violations made by pedestrians, bicyclists, and drivers. 14. Conduct Traffic Safety educational presentation(s) with an effort to reach 2 community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety. 15. Participate in highly visible collaborative DUI Enforcement operations. 4 16. Participate in highly visible collaborative Traffic Enforcement operations. 3 17. Send law enforcement personnel to DUI Checkpoint Planning and Management 1 training. 9/25/2023 7:51:48 AM Page 4 of 18 24 3. METHOD OF PROCEDURE A. Phase 1 — Program Preparation (1st Quarter of Grant Year) • The department will develop operational plans to implement the "best practice" strategies outlined in the objectives section. • All training needed to implement the program should be conducted in the first quarter. • All grant related purchases needed to implement the program should be made in the first quarter. • In order to develop/maintain the "DUI BOLOs," research will be conducted to identify the "worst of the worst" repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. The DUI BOLO may include the driver's name, last known address, DOB, description, current license status, and the number of times suspended or revoked for DUI. DUI BOLOs should be updated and distributed to traffic and patrol officers at least monthly. • Implementation of the STEP grant activities will be accomplished by deploying personnel at high crash locations. Media Reauirements Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO. B. Phase 2 — Program Operations (Throughout Grant Year) • The department will work to create media opportunities throughout the grant period to call attention to the innovative program strategies and outcomes. Media Reauirements The following requirements are for all grant -related activities: • Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant -related activities to the OTS PIO at pio@ots.ca.gov for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated. • The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator. • Pre -approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material. However, copy the OTS PIO at pio@ots.ca.gov and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public. • If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at pio@ots.ca.gov for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated. • Press releases, social media posts and alerts on platforms such as NextDoor and Nixle reporting immediate and time -sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant -related activity is happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.). • Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at pio@ots.ca.gov and your Coordinator with embargoed date and time or with "INTERNAL ONLY: DO NOT RELEASE" message in subject line of email. 9/25/2023 7:51:48 AM Page 5 of 18 25 • Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at pio@ots.ca.gov for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date. • Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant -related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval. • Submit a draft or rough -cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective) to the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator for approval prior to the production or duplication. • Use the following standard language in all press, media, and printed materials, space permitting: Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration. • Space permitting, include the OTS logo on all grant -funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format -appropriate logos, or if space does not permit the use of the OTS logo. • Email the OTS PIO at pio@ots.ca.gov and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant -related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event. If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grant - related event or program. Media and program highlights are to be reflected in QPRs. • Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year. • Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted. C. Phase 3 — Data Collection & Renortina (Throughout Grant Year) 1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30) 2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30) • Collect and report quarterly, appropriate data that supports the progress of goals and objectives. • Provide a brief list of activity conducted, procurement of grant -funded items, and significant media activities. Include status of grant -funded personnel, status of contracts, challenges, or special accomplishments. • Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities. • Collect, analyze and report statistical data relating to the grant goals and objectives. 4. METHOD OF EVALUATION Using the data compiled during the grant, the Grant Director will complete the "Final Evaluation" section in the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary of the grant's accomplishments, challenges and significant activities. This narrative should also include whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed. 5. ADMINISTRATIVE SUPPORT This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion. 9/25/2023 7:51:48 AM Page 6 of 18 26 State of California - Office of Traffic Safety GRANT AGREEMENT Schedule B GRANT NUMBER PT24059 FUND NUMBER 164AL-24 CATALOG NUMBER (CFDA) 20.608 402PT-24 COST CATEGORY A. PERSONNEL COSTS Straight Time 20.600 FUND NUMBER FUND DESCRIPTION TOTAL AMOUNT Minimum Penalties for Repeat Offenders for Driving While Intoxicated State and Community Highway Safety UNIT COST OR UNITS RATE Overtime DUI/DL Checkpoints 164AL-24 $12,178.53 2 DUI Saturation Patrols 164AL-24 $936.81 19 Collaborative DUI Enforcement 164AL-24 $936.81 4 Traffic Enforcement 402PT-24 $936.81 12 Distracted Driving 402PT-24 $936.81 4 Pedestrian and Bicycle Enforcement 402PT-24 $936.81 4 Traffic Safety Education 402PT-24 $936.81 2 Collaborative Traffic Enforcement 402PT-24 $936.81 3 Category Sub -Total B. TRAVEL EXPENSES In State Travel 402PT-24 $4,880.00 1 Category Sub -Total C. CONTRACTUAL SERVICES Category Sub -Total D. EQUIPMENT Category Sub -Total E. OTHER DIRECT COSTS DUI Checkpoint Supplies 164AL-24 $4,097.00 1 Lidar Device 402PT-24 $2,700.00 1 Category Sub -Total F. INDIRECT COSTS Category Sub -Total GRANT TOTAL $50,000.00 $31,000.00 TOTAL COST TO GRANT $0.00 $24,357.00 $17,799.00 $3,747.00 $11, 242.00 $3,747.00 $3,747.00 $1,874.00 $2,810.00 $69,323.00 $4,880.00 $0.00 $4,880.00 $0.00 $0.00 $0.00 $0.00 $4,097.00 $2,700.00 $6,797.00 $0.00 $0.00 $81,000.00 9/25/2023 7:51:48 AM Page 7 of 18 27 State of California — Office of Traffic Safety GRANT AGREEMENT Schedule B-1 GRANT NUMBER PT24059 BUDGET NARRATIVE PERSONNEL COSTS DUI/DL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Collaborative DUI Enforcement - Overtime for grant funded Collaborative DUI Enforcement operations conducted by appropriate department personnel Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Traffic Safety Education - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel. Collaborative Traffic Enforcement - Overtime for grant funded Collaborative Traffic Enforcement operations conducted by appropriate department personnel TRAVEL EXPENSES In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include the California Traffic Safety Summit (November 7-8, 2023 in Orange County) and the OTS Traffic Safety Law Enforcement Forum. All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds. CONTRACTUAL SERVICES EQUIPMENT OTHER DIRECT COSTS DUI Checkpoint Supplies - On -scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, reflective banners, electronic flares, PAS Device/Calibration Supplies, heater, propane for heaters, fan, anti -fatigue mats, and canopies. Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. Each item must have a unit cost of less than $5,000 (including tax and shipping). Lidar Device - Light detection and ranging device used to measure the speed of motor vehicles. This device will be used for speed enforcement. Costs may include lidar devices, batteries, tax, and shipping. INDIRECT COSTS STATEMENTS/DISCLAIMERS Program Income default statement: There will be no program income generated from this grant. Enforcement Grant Quota Disclaimer: 9/25/2023 7:51:48 AM Page 8 of 18 28 Nothing in this "agreement" shall be interpreted as a requirement, formal or informal, that a particular law enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under. 9/25/2023 7:51:48 AM Page 9 of 18 29 State of California — Office of Traffic Safety GRANT AGREEMENT Exhibit A GRANT NUMBER PT24059 Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 or Section 1906, Public Law 109-59, as amended by Section 25024, Public Law 117-58) The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies, and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following: GENERAL REQUIREMENTS The State will comply with applicable statutes and regulations, including but not limited to: • 23 U.S.C. Chapter 4—Highway Safety Act of 1966, as amended; • Sec. 1906, Public Law 109-59, as amended by Sec. 25024, Public Law 117-58; • 23 CFR Dart 1300—Uniform Procedures for State Highway Safety Grant Programs; • 2 CFR Dart 200—Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; • 2 CFR Dart 1201—Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. NONDISCRIMINATION (applies to all subrecipients as well as States) The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to nondiscrimination ("Federal Nondiscrimination Authorities"). These include but are not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (entitled Non-discrimination in Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act of 1964); • 28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment ofpersons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. 324 et seq), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR Dart 27: • The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age); • The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally -funded or not); • Titles 77 and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR Darts 37 and 38; • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations (preventing discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); • Executive Order 13166. Improving Access to Services for Persons with Limited English Proficiency (requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP)); • Executive Order 13985. Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and • Executive Order 13988. Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation). The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. GENERAL ASSURANCES 9/25/2023 7:51:48 AM Page 10 of 18 30 In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal financial assistance from DOT, including NHTSA." The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional -wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. SPECIFIC ASSURANCES More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in § 21.23(b) and (e) of 49 CFR part 21 will be (with regard to an "activity") facilitated, or will be (with regard to a "facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: "The [name of Recipient], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.0 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award" 3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred to as DOT Order 1050.2A) in every contract or agreement subject to the Acts and the Regulations. 4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub -recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub -recipients, sub -grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review 9/25/2023 7:51:48 AM Page 11 of 18 31 upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal -aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub -recipients, sub -grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient. THE DRUG -FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103) The Subgrantee will provide a drug -free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug -free awareness program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. The grantee's policy of maintaining a drug -free workplace; 3. Any available drug counseling, rehabilitation, and employee assistance programs; 4. The penalties that may be imposed upon employees for drug violations occurring in the workplace; 5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a); c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will- 1. Abide by the terms of the statement; 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction; e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted- 1. Taking appropriate personnel action against such an employee, up to and including termination; 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; f. Making a good faith effort to continue to maintain a drug -free workplace through implementation of all of the paragraphs above. POLITICAL ACTIVITY (HATCH ACT) (applies to all subrecipients as well as States) The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. CERTIFICATION REGARDING FEDERAL LOBBYING (applies to all subrecipients as well as States) CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; 3. The undersigned shall require that the language of this certification be included in the award documents for all sub - awards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 9/25/2023 7:51:48 AM Page 12 of 18 32 This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. RESTRICTION ON STATE LOBBYING (applies to subrecipients as well as States) None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., "grassroots") lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (applies to all subrecipients as well as States) INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES) 1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR Darts 180 and 1200. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment. 4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR Harts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR Dart 9. subnart 9.4. debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transaction," provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR Darts 180 and 1200. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Dart 9. subnart 9.4. debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (httns://www.sam.gov/). 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Dart 9. subnart 9.4. suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS — PRIMARY TIER COVERED TRANSACTIONS 9/25/2023 7:51:48 AM Page 13 of 18 33 1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal. INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR Harts 180 and 1200. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Instructions for Lower Tier Participant Certification" including the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR Dart 9. subpart 9.4. debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/). 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR Dart 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION — LOWER TIER COVERED TRANSACTIONS 1 . The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 9/25/2023 7:51:48 AM Page 14 of 18 34 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. BUY AMERICA (applies to subrecipients as well as States) The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation. CERTIFICATION ON CONFLICT OF INTEREST (applies to subrecipients as well as States) GENERAL REQUIREMENTS No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward. Based on this policy: 1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents. a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations. 2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct. DISCLOSURE REQUIREMENTS No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities. Based on this policy: 1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict. 2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict. 3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States) The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. 9/25/2023 7:51:48 AM Page 15 of 18 35 POLICY ON SEAT BELT USE In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company -owned, rented, or personally -owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public -private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references. POLICY ON BANNING TEXT MESSAGING WHILE DRIVING In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company - owned or rented vehicles, Government -owned, leased or rented vehicles, or privately -owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving. 9/25/2023 7:51:48 AM Page 16 of 18 36 State of California — Office of Traffic Safety OTS-55 Grant Electronic Management System (GEMS) Access Exhibit C GRANT NUMBER PT24059 INSTRUCTIONS FOR ADDING OR UPDATING GEMS USERS 1. Each agency is allowed a total of FIVE (5) GEMS Users. 2. GEMS Users listed on this form will be authorized to login to GEMS to complete and submit Quarterly Performance Reports (QPRs) and reimbursement claims. 3. Complete the form if adding, removing or editing a GEMS user(s). 4. The Grant Director must sign this form and return it with the Grant Agreement. GRANT DETAILS Grant Number: PT24059 Agency Name: Dublin Police Department Grant Title: Selective Traffic Enforcement Program (STEP) Agreement Total: $81,000.00 Authorizing Official: Nathan Schmidt Fiscal Official: Jay Baksa Grant Director: William Chase CURRENT GEMS USERS) 1. William Chase Title: Sergeant Phone: (925) 556-4562 Email: wchase@acgov.org 2. Raelyn Miranda Title: Administrative Aide Phone: (925) 556-4580 Email: raelyn.miranda@dublin.ca.gov 3. Kevin Monaghan Title: Lieutenant Phone: (925) 556-4562 Email: kmonaghan@acgov.org 4. Nathan Schmidt Title: Chief of Police Phone: (925) 833-6685 Email: nschmidt@acgov.org Media Contact: Yes Media Contact: No Media Contact: Yes Media Contact: Yes 9/25/2023 7:51:48 AM Page 17 of 18 37 Complete the below information if adding, removing or editing a GEMS user(s) GEMS User 1 Add as a media contact? Yes ❑ No❑ Add/Change ❑ Remove Access ❑ Name Email address GEMS User 2 Add/Change ❑ Remove Access n Name Email address GEMS User 3 Add/Change ❑ Remove Access n Name Email address GEMS User 4 Add/Change ❑ Remove Access n Name Email address GEMS User 5 Add/Change ❑ Remove Access ❑ Name Email address Form completed by: kvittanrChare (.11(am chase (Sep,s, 20.99 79 (919r) Job Title Phone number Add as a media contact? Yes n No n Job Title Phone number Add as a media contact? Yes n No ❑ Job Title Phone number Add as a media contact? Yes ❑ No ❑ Job Title Phone number Add as a media contact? Yes ❑ Job Title Phone number Date: Sep 26, 2023 No ❑ As a signatory I hereby authorize the listed individual(s) to represent and have GEMS user access. WidiamvChas-e- William Chase William chase (Sep 26 2023 09 30 For( Signature Name Sep 26, 2023 Grant Director Date Title 9/25/2023 7:51:48 AM Page 18 of 18 38 Grant Agreement - PT24059 Final Audit Report 2023-10-10 Created: 2023-09-25 By: Mark Talan (mark.talan@ots.ca.gov) Status: Signed Transaction ID: CBJCHBCAABAAJst5NV-VSn95RJzak6wLCBmnK-YLm0OO "Grant Agreement - PT24059" History Document created by Mark Talan (mark.talan@ots.ca.gov) 2023-09-25 - 2:52:04 PM GMT Document emailed to wchase@acgov.org for signature 2023-09-25 - 2:52:15 PM GMT `s Email viewed by wchase@acgov.org 2023-09-26 - 4:28:11 PM GMT c>o. Signer wchase@acgov.org entered name at signing as William Chase 2023-09-26 - 4:29:53 PM GMT 06. Document e-signed by William Chase (wchase@acgov.org) Signature Date: 2023-09-26 - 4:29:55 PM GMT - Time Source: server Document emailed to wchase@acgov.org for signature 2023-09-26 - 4:29:58 PM GMT t Email viewed by wchase@acgov.org 2023-09-26 - 4:30:08 PM GMT Cho. Signer wchase@acgov.org entered name at signing as William Chase 2023-09-26 - 4:30:44 PM GMT C>o. Document e-signed by William Chase (wchase@acgov.org) Signature Date: 2023-09-26 - 4:30:46 PM GMT - Time Source: server Document emailed to Jay Baksa (jay.baksa@dublin.ca.gov) for signature 2023-09-26 - 4:30:47 PM GMT J Email viewed by Jay Baksa (jay.baksa@dublin.ca.gov) 2023-10-04 - 2:36:59 AM GMT Powered by Adobe Acrobat Sign 39 0-6. Document e-signed by Jay Baksa (jay.baksa@dublin.ca.gov) Signature Date: 2023-10-06 - 10:43:16 PM GMT - Time Source: server Document emailed to nschmidt@acgov.org for signature 2023-10-06 - 10:43:18 PM GMT uty Email viewed by nschmidt@acgov.org 2023-10-10 - 4:26:47 PM GMT C>o. Signer nschmidt@acgov.org entered name at signing as Nate Schmidt 2023-10-10 - 4:27:33 PM GMT or., Document e-signed by Nate Schmidt (nschmidt@acgov.org) Signature Date: 2023-10-10 - 4:27:35 PM GMT - Time Source: server 11-. Document emailed to Carolyn Vu (Carolyn.Vu@ots.ca.gov) for signature 2023-10-10 - 4:27:36 PM GMT t Email viewed by Carolyn Vu (Carolyn.Vu@ots.ca.gov) 2023-10-10 - 4:28:49 PM GMT i Document e-signed by Carolyn Vu (Carolyn.Vu@ots.ca.gov) Signature Date: 2023-10-10 - 4:28:57 PM GMT - Time Source: server E-. Document emailed to Barbara Rooney (barbara.rooney@ots.ca.gov) for signature 2023-10-10 - 4:28:59 PM GMT 5 Email viewed by Barbara Rooney (barbara.rooney@ots.ca.gov) 2023-10-10 - 5:51:35 PM GMT c%. Document e-signed by Barbara Rooney (barbara.rooney@ots.ca.gov) Signature Date: 2023-10-10 - 5:51:46 PM GMT - Time Source: server Q Agreement completed. 2023-10-10 - 5:51:46 PM GMT arS TRAFFIC SAFETY Powered by Adobe Acrobat Sign 40 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 5.3 SU B.ECT : Approval of Plans and Specifications and Award of Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 Prepared by: Michael Boitnott, Capital Improvement Program Manager EXECUTIVE SUMMARY: The City Council will consider approving the plans and specifications and awarding a construction contract to C. Overaa & Co. for the Civic Center Rehabilitation Project. The project will convert three existing spaces on the second floor of City Hall into six spaces to better serve the current staffing needs. STAFF RECOMMENDATION: Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122. FINANCIAL IMPACT: As approved in the 2022-2027 Capital Improvement Program (CIP), the total budget for the Civic Center Rehabilitation Project is $2,236,730, which funds multiple rehabilitation and renovation projects in the Civic Center, including the planned modifications to the second floor. The proposal submitted by C. Overaa & Co. for the work on the second floor is $298,702. Staff recommends a $60,000 construction contingency to facilitate change orders for unforeseen construction issues, bringing the total potential construction cost to $358,702. Sufficient funds are available in the approved budget for project. DESCRIPTION: The 2022-2027 Capital Improvement Program (CIP) includes the Civic Center Rehabilitation Project, CIP No. GI0122 (Attachment 2). This project provides for various improvements to the Civic Center, including the design and construction to reconfigure three existing spaces into six spaces on the second floor of City Hall. The existing file room will be divided into two spaces that can be configured as either offices or smaller meeting rooms. An existing conference room will be Page 1 of 2 41 reconfigured into an office and a small meeting space. The existing storage room will be reduced to create a copier and printer alcove. Original Bid Process The City of Dublin issued the bid package for the City Hall renovation on July 10, 2023. Ten contractors attended the first pre -bid meeting on July 20, 2023, and eight contractors attended the second pre -bid meeting on July 26, 2023. On August 15, 2023, the City of Dublin held the public bid opening for the project, and no bids were received. Negotiated Process In accordance with California Public Contract Code, Division 2, Part 3, Chapter 1- Local Agency Public Construction Act, Section 20166, if no bids are received, the City has met the competitive bidding requirements and may have the project done without further complying with the Local Agency Public Construction Act. Because several contractors attended the pre -bid meetings, yet no contractors submitted bids, Staff proceeded with contacting capable contractors to solicit and negotiate a proposal for project construction. Staff reached out to three contractors that have worked for the City of Dublin recently. Two contractors submitted responded, with proposals of $298,702 and $324,800 to perform the work. Staff reviewed the proposals, checked references and necessary licenses, and recommends that the City Council award the project construction contract to C. Overaa & Co. as the lowest responsive proposer. To facilitate the approval of contract change orders and avoid construction delays, it is requested that the City Manager be authorized to approve change orders up to the contingency amount of $60,000. The resolution will authorize this change as it relates to the project. If the construction contract is awarded to C. Overaa & Co., Staff expects work to begin in December 2023 and to be completed in spring 2024. California Environmental Quality Act (CEOA) This project is exempt under Section 15301 (Existing Facilities) of the CEQA Guidelines. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. A courtesy copy of this report was sent to C. Overaa & Co. ATTACHMENTS: 1) Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 2) CIP No. GI0122 Page 2 of 2 42 Attachment I RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE PLANS AND SPECIFICATIONS AND AWARDING A CONTRACT TO C. OVERAA & CO. FOR THE CIVIC CENTER REHABILITATION PROJECT, CIP NO. GI0122 WHEREAS, the design team has completed the plans and specifications for the City Hall 2nd Floor Renovation portion of the Civic Center Rehabilitation Project, CIP No. G10122, (Project) which will renovate three existing spaces on the second floor of City Hall into six spaces, as further described in the plans and specifications for the Project on file with the Office of the Public Works Director; and WHEREAS, in accordance with the Dublin Municipal Code, California Public Contract Code and other applicable laws, City Staff solicited competitive bids for the Project; and WHEREAS, the City of Dublin, received no competitive bids on at 2:00 PM on August 15, 2023, which was the time and date that competitive bids were due and would be publicly opened and read aloud in City Hall for the Project; and WHEREAS, in accordance with the California Public Contract Code, Local Agency Public Construction Act, the City of Dublin met the competitive bidding requirements and may have the project done without further complying with the Local Agency Public Construction Act; and WHEREAS, the City of Dublin solicited proposals for construction of the Project from three capable contractors that have previously completed construction work for the City of Dublin; and WHEREAS, the City of Dublin received proposals from two of the capable contractors. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves the Plans and Specifications for the City Hall 2nd Floor Renovation Project. BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby award the Contract for the Project to C. Overaa & Co. at a base price of two -hundred ninety-eight thousand seven -hundred two dollars and zero cents ($298,702.00). BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby authorize the City Manager or designee to approve Project Contract Change Orders based on the appropriated funds designated for the Project up to the contingency amount of sixty thousand dollars and zero cents ($60,000.00). BE IT FURTHER RESOLVED that the City Manager or designee is authorized to execute the Construction Agreement for the City Hall 2nd Floor Renovation Project with C. Overaa & Co and make any necessary, non -substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote: Reso. No. XX-23, Item X.X, Adopted 11/07/23 Page 1 of 2 43 AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted 11/07/23 Page 2 of 2 44 Attachment 2 Number GI0122 CIVIC CENTER REHABILITATION Progra GENERAL PROJECT DESCRIPTION This project provides for the planning, design, and construction of various rehabilitation and renovation projects at the Civic Center. Projects may include: renovation of all restrooms, showers, kitchenettes, and the employee break room; modifications to conference rooms; lighting and ceiling replacement; site improvements to the parking lot area and surrounding walkways of the Civic Center; plaza and landscaping improvements; building security evaluation and upgrades; repainting; and Americans with Disabilities Act (ADA) and Code upgrades. Interior repainting in select areas were completed during construction of the Civic Center HVAC and Roof Replacement project, and minor parking lot and walkway improvements are anticipated to be designed and constructed in conjunction with the Cultural Arts Center project. This project also includes the partitioning of three spaces into six on the second floor of Civic Center. Planning for other projects is anticipated to begin in 2023. This project is funded by General Fund Reserves. Other potential funding sources for the building security upgrades may include Federal and State public safety grants. ANNUAL OPERATING IMPACT: None MANAGING DEPARTMENT: Public Works 2022-2027 CAPITAL IMPROVEMENT PROGRAM ESTIMATED COSTS PRIOR YEARS 2022-2023 BUDGET 2023-2024 2024-2025 2025-2026 2026-2027 FUTURE YEARS TOTALS 9100 9200 9400 9500 Salaries & Benefits Contract Services Improvements Miscellaneous $49,586 $30,404 $373,306 $875,000 $10,000 $5,594 $24,960 $107,880 $550,000 $5,000 $100,000 $100,000 $5,000 $80,140 $611,590 $1,525,000 $20,000 $35,998 $1,307,892 $687,840 $2,236,730 FUNDING SOURCE PRIOR YEARS 2022-2023 BUDGET 2024-2025 2025-2026 2026-2027 FUTURE YEARS General Fund 101 IDesi nation TOTAL $35,998 $1,307,892 $687,840 $205,000 $35,998 $1,307,892 687,840 $2,236,7301 $2,236,730 ANNUAL OPERATING IMPACT r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 5.4 SU B.ECT: Fiscal Year 2022-23 4th Quarter Financial Review and Additional Special Designation of General Fund Reserves Prepared by: Jay Baksa, Finance Director EXECUTIVE SUMMARY: The City Council will receive a financial report on the fourth quarter of Fiscal Year 2022-23 and consider amendments to the General Fund reserve designations. STAFF RECOMMENDATION: Adopt the Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 and confirm additional General Fund reserve designations as of June 30, 2023. FINANCIAL IMPACT: City Council confirmation of General Fund reserve designations will not alter amounts received or spent but will allow Staff to close the Fiscal Year 2022-23 financial books. Total General Fund reserves are projected at $249.7 million as of June 30, 2023, with $58.4 million in the unassigned cash flow reserve, representing seven months of the Fiscal Year 2023-24 Adopted General Fund Budget. All other funds comply with policies governing fund balance. DESCRIPTION: This report transmits the preliminary financial results of the Fiscal Year 2022-23 year-end, focusing on the General Fund. At this time, the numbers are essentially final, and though adjustments may happen as the audit is finalized, Staff does not expect substantial changes from the numbers in this report. The Annual Comprehensive Financial Report, which will be presented to the City Council at the second meeting in December, will contain the final audited results. Page 1 of 7 46 General Fund Overview (Attachment 2) General Fund operating revenues totaled $124.8 million in Fiscal Year 2022-23, an increase of $10.2 million over the prior year. Total revenues, including an accounting adjustment of unrealized gains/losses and transfers in, were $121.8 million, an increase of $22.4 million from the prior year. General Fund operating expenditures totaled $88.5 million, an increase of $7.6 million from the prior year. Total expenditures, including contributions to other funds, contributions/payments to retirement liabilities, and transfers out, were $96.0 million, an increase of $10.7 million over the prior year. Contributions to capital projects, retirement liabilities, and other funds totaled $7.4 million, an increase of $3.1 million from the prior year. The resulting impact on total General Fund Reserves was an increase of $25.9 million, as shown in Table 1. The year -over -year variances are explained in greater detail below. Table 1: General Fund Summary FY 2021-22 FY 2022-23 Total Reserves, Beginning of Year $209,764,495 $223,857,505 Revenues 114,650,434 124,787,119 Expenditures (80,931,058) (88,523,802) Net Operating Budget Impact 33,719,376 36,263,317 Transfers In 234,803 109,014 Unrealized Gain/Loss/Adjustments (15,525,055) (3,053,407) Transfers Out/Contribution to Other (4,336,114) (7,439,821) Total Reserves, End of Year $223,857,505 $249,736,608 Change from Prior Year $25,879,103 Specific revenue and expenditure changes (+/-$250,000 compared to Fiscal Year 2021-22 actuals and to the Fiscal Year 2022-23 amended budget) are discussed below. The General Fund Summary (Attachment 2) presents this data by major category. Revenues Property Tax (+$3,869,751 vs. prior year / + $2,593,139 vs. budget) Property Tax revenue in Fiscal Year 2022-23 increased along with a gain in net assessed valuation by $1.21 billion (6.1%) over the prior year. While Current Property Tax revenue was in line with the Amended Budget, Supplemental Property Tax payments as well as prior period payments were much higher than anticipated, coming in $1.7 million over the Amended Budget. Sales Tax (+$2,445,161 vs. prior year / +$1,502,065 vs. budget) It was originally thought that overall consumer spending would slow in Fiscal Year 2022-23, especially in the second half of the year, but sales activity continued to outpace forecasts. Development Revenue (-$1,603,940 vs. prior year / +$827,629 vs. budget) This category includes revenues associated with permits for new development (primarily building permits) as well as tenant improvements on current structures. It also includes fees for City Page 2 of 7 47 services, most typically zoning and plan checking services. The increase over budget was due to a higher level of activity on development projects than originally anticipated. Transient Occupancy Tax (TOT) (+$277,518 vs. prior year / +$133,093 vs. budget) The City continued to see the recovery of TOT revenue from the COVID-19 pandemic, with an increase of approximately 22% compared to the prior year. It should be noted that TOT revenue is currently at 75% of pre -pandemic levels. Other Taxes (+$171,023 vs. prior year / +$636,591 vs. budget) The net increase in Other Taxes over the prior year and current year budget was related to an increase in the Garbage Franchise Tax, driven primarily by an increase in construction activity. This increase was offset by a decrease in Property Transfer Tax, which fluctuates with the real estate market. Interest (+$3,094,156 vs. prior year / +$3,053,445 vs. budget) Interest earnings came in significantly higher than the prior year, due to the Federal Reserve raising interest rates nine times between June 2022 and July 2023. The Federal Funds Rate, which interest rates are benchmarked on, ranged between 0.75% to 1.00% when the Fiscal Year 2022- 23 budget was being prepared, and currently that rate ranges between 5.25% to 5.50%. While the City has historically budgeted interest relatively conservative, the rate at which interest rates increased was not anticipated. In addition to the increase in rates, the timing of expenditures on capital projects resulted in the General Fund's cash balance being higher than anticipated as well, with the combined effect resulting in interest revenue increasing $3.0 million over the Amended Budget. Rental & Leases (+$545,940 vs. prior year / +$540,395, vs. budget) Fiscal Year 2022-23 rental revenue reached a new high in facility, field, and sports court rentals, with rental activity at both the Shannon Center and The Wave exceeding expectations. Charges for Services (+$1,014,717 vs. prior year / +$1,919,942 vs. budget) The increase in Fiscal Year 2022-23 compared to the prior year is attributed primarily to a significant increase in Parks and Recreation programming. In addition, the annual Santa Rita Services payment was approximately $700k higher than the Amended Budget. This revenue is in reimbursement for the cost of Alameda County Fire's response to service calls from the Santa Rita jail. Other Revenue (+$419,979 vs. prior year / +$1,005,274 vs. budget) Many revenues in this category are non -recurring in nature, such as Community Benefit Payments or one-time adjustments. The net increase in Fiscal Year 2022-23 is due to the reimbursement of the City's annual fire services retiree health payment, as the plan is super funded. In addition, the City received funds for the reimbursement of multiple insurance claims, such as damage to police vehicles by third parties. Expenditures Salaries and Wages (+$1,055,159 vs. prior year /-$805,858 vs. budget) Staffing costs came in lower than budgeted due to a number of vacant positions and the timing of Page 3 of 7 48 hiring. The increase from the prior fiscal year was due to an increase in seasonal salaries due to growth in recreation activities. Seasonal salaries are now back to pre -pandemic levels as the City continues to expand its program offerings. Benefits (+$52,987 vs. prior year /-$780,785 vs. budget) Similar to salaries and wages, benefit costs came in lower than the budget because of vacant positions, but also due to lower retirement costs for employees new to the California Public Employees' Retirement System. Services and Supplies (+$648,612 vs. prior year /-$884,785 vs. budget) Expenditures for supplies and services in Fiscal Year 2022-23 were higher than the prior fiscal year due to increased recreation programming as well as an increase in insurance premiums. The City experienced savings in insurance claims costs, but this is due to timing of payments and these savings will be carried forward. The other savings of note were from lower -than -anticipated costs for repairs and maintenance of City -owned vehicles and facilities. Internal Service Funds (+$1,025,248 vs. prior year / -$0 vs. budget) Internal Service Fund charges increased from the prior fiscal year due to the addition of new software, most notably the City's new Enterprise Resource Planning system, as well as an increase in Information Technology staffing costs, as the City continues to modernize services and expand security initiatives. Utilities (+$486,485 vs. prior year /-$722,783 vs. budget) Utilities were higher than the prior year due to the full re -opening of all City facilities and increased activity within those facilities as well as increased usage of sports grounds and parks. Costs were lower than the Amended Budget however, as Staff budgeted water and electricity costs conservatively. Moreover, the City utilized less water than anticipated due to the wet and rainy winter. Contracted Services (+$4,080,616 vs. prior year /-$4,816,643 vs. budget) Compared to the prior year, contract expenditures came in higher mainly due to planned increases in police services, fire services, and maintenance contract costs. In addition, other contracted services increased due to the continued expansion of recreation programs whose costs are offset by revenues. Compared to the budget, the largest variances were in Other Contracted Services ($2.5 million under budget) which includes a variety of services across departments such as: City Attorney services, Administrative Services (sales tax and investment consulting), and Public Works (traffic signal consulting and maintenance and waste management). Of the amount remaining for Other Contracted Services, approximately $1.1 million will be carried over to Fiscal Year 2023-24 to continue projects that are underway. In addition, development -related contract expenditures were $1.4 million under budget, due to timing of work being performed. Capital Outlay (-$145.384 vs. prior year /-$451.011 vs. budget) Capital Outlay expenditures are typically one-time in nature, and they vary from year to year. These purchases were under budget by $450k in Fiscal Year 2022-23; of that amount, Page 4 of 7 49 approximately $355k will be carried over to complete furniture and vehicle purchases that were made or in the process of being made at the year end. Debt Service Payment (+$387,765 vs. prior year / -$0 vs. budget) The variance in debt service is attributed to the annual payment for the Energy Lease Revenue Bond. The payment in the prior fiscal year did not include a full year of interest owed, due to the timing of the sale of the bonds. Transfers Out for Capital Improvement Program (CIP) Projects The General Fund transferred out $1.95 million in Fiscal Year 2022-23 for capital project expenditures; of that amount, $937k was covered by Committed/Assigned Reserves. $32.8 million of the unspent capital project budget will be carried over to Fiscal Year 2023-24. Table 2 summarizes the CIP projects funded by the General Fund. Table 2: General Fund CIPs Project Amount Committed/Assigned Citywide Signal Communication Upgrade $ 1,037 Civic Center Rehabilitation 267,580 Dublin Heritage Park Cemetery Improvements 13,748 Electric Vehicle (EV) Charging Stations 161,609 Green Stormwater Infrastructure 307,646 Public Safety Complex - Police Services Building 86,178 Village Parkway Reconstruction 99,844 Subtotal - Committed/Assigned $ 937,641 Undesignated Alamo Creek Park & Assessment Dist. Fence Replacement $ 6,653 Audio Visual System Upgrade 8,749 Citywide Bicycle & Pedestrian Improvements 8,580 Citywide Energy Improvements 666,650 Downtown Dublin Street Grid Network 557 Dublin Standard Plans Update 54,866 Financial System Replacement 237,594 Imagine Playground at Dublin Sports 587 Resiliency and Disaster Preparedness 34,567 Subtotal - Undesignated $ 1,018,802 Total - General Fund Transfers Out to CIPs $ 1,956,443 Reserves (Attachment 3) In June 2023, based on estimated revenue and expenditures at that time, the City Council approved allocations to specific Committed and Assigned Reserves, shown in Table 3 below. With Page 5 of 7 50 the close of the financial books, Staff is recommending additional allocations as described below. This Staff Report also transmits a Resolution (Attachment 1) which confirms designations of additional Committed Reserves for Fiscal Year 2022-23, as City Council approval of Assigned Reserves is not necessary by resolution. Committed Reserves Advance to Public Facility Fee Reserve- Increase $1,606,916 On August 15th, the City Council approved the transfer of $1,196,416 from the Unassigned (Cash Flow) Reserve as well as a transfer of $410,500 from the Fallon Sports Park III Contingency Reserve to the Advance to Public Facility Fee Reserve, for a total increase of $1,606,916. This was done in conjunction with the award of the construction contract for the Wallis Ranch Community Park Project, in which the bids received where higher than originally estimated. With this transfer, the total Advance to Public Facility Fee Reserve will be $10.7 million, to be utilized to advance funds for the Wallis Ranch Community Park, Jordan Ranch Neighborhood Square and the Library Tenant Improvements. Downtown Public Improvement Reserve - Increase $5,000,000 In accordance with the City Council Strategy #1a: Continue support of the Downtown Preferred Vision and Downtown Dublin Specific Plan including improving visual and environmental quality and evaluating specific business uses, Staff recommends increasing this reserve by $5.0 million. This increase would be in addition to the $2.0 million increase approved in June 2023 and will bring the total reserve amount to $22.1 million. Economic Stability Reserve- Increase (Restore) $8,000,000 In March 2023, the City Council approved the re -assignment of the Economic Stability Reserve ($8.0 million) to the Dublin Boulevard Extension Advance Reserve, as the Eastern Dublin Transportation Impact Fee (EDTIF) program currently does not have sufficient cash flow to cover project costs. In light of the year-end surplus, Staff is comfortable recommending the restoration of that $8.0 million for the purpose of maintaining City service delivery during periods of severe operational deficits. Public Safety Reserve - Increase $2,000,000 In accordance with the City Council Strategy #5e: Support existing and innovative public safety efforts, Staff recommends increasing the Public Safety Reserve by $2.0 million. This reserve was created to fund the provision of public safety services in the future. Staff also recommends that the use of this reserve be expanded to include new technologies as well as new programs related to public safety. The increase will bring the total reserve amount to $4.6 million. Fallon Sports Park III Contingency Reserve - Decrease $410,500 On August 15th, the City Council approved the transfer of $410,500 from the Fallon Sports Park III Contingency Reserve. The Fallon Sports Park Phase 3 project was nearing completion and the projected budget savings were reallocated to the Wallis Ranch Community Park Project. The additional allocation, as well as reserve allocations for budget carryovers and per accounting rules and/or City policy, have been incorporated into the General Fund Reserves Summary Page 6 of 7 51 (Attachment 3). Table 3. Committed/Specific Assigned Reserve Recommendations Reserve Category FY22-23 June 2023 Total Adjustment Approval Q4 Adjustment Adjustment Type Committed Economic Stability One -Time Initiative - Capital Downtown Public Improvement Lease Revenue Bond Payment Advance to Public Facility Fee Public Safety Reserve Fallon Sports Park III Contingency Assigned Dublin Blvd Extension Advance ARPA Revenue Replacement Library Improvements Pension and OPEB Village Parkway Reconstruction STRATEGIC PLAN INITIATIVE: (8,000,000) (4,500,000) 2,000,000 1,000,000 22,500,000 324,308.50 1,000,000 1,000,000 5,000,000 8,000,000 5,000,000 1,606,916 2,000,000 (410,500) 0 (4,500,000) 7,000,000 1,000,000 1,606,916 2,000,000 (410,500) 22,500,000 324,309 1,000,000 1,000,000 5,000,000 Transfer/Add Transfer Add Add Transfer/Add Add Transfer Transfer/Add Add Add Add Add Strategic Objective la: Continue support of the Downtown Preferred Vision and Downtown Dublin Specific Plan including improving visual and environmental quality and evaluating specific business uses. Strategic Objective 5e: Support existing and innovative public safety efforts, like the DPS Behavioral Unit. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 2) General Fund Summary FY 2022-23 3) General Fund Reserves Summary FY 2022-23 Page 7 of 7 52 Attachment I RESOLUTION NO. XX — 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING ADDITIONAL SPECIAL DESIGNATIONS OF GENERAL FUND RESERVES FOR FISCAL YEAR 2022-23 WHEREAS, the City's Fund Balance and Reserves Policy requires special fund balance allocations to be adopted by the City Council, and allows the City Council to take action prior to the end of the fiscal year to direct a specific assignment of the fund balance; and WHEREAS, Staff reviewed updated information regarding fund balance and estimated one-time revenues during the preparation of the Fiscal Year 2023-24 Budget; and WHEREAS, the City Council approved allocations to specific Committed Reserves and Assigned Reserves on June 6, 2023, based on estimated revenues and expenditures at that time. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby make additional special allocation of the Fiscal Year 2022-23 year-end balance to the Committed fund balance as follows: • Increase the Advance to Public Facility Fee by $1,606,916 • Increase the Economic Stability reserve by $8,000,000 • Increase the Downtown Public Improvement reserve by $5,000,000 • Increase the Public Safety Reserve by $2,000,000 • Decrease the Fallon Sports Park Contingency by $410,500 BE IT FURTHER RESOLVED that, any net resources remaining after special designations, and after meeting the Fund Balance and Reserves Policy requirements, will be left in the Unassigned (Available) Reserve. PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 1 of 1 53 Attachment 2 GENERAL FUND SUMMARY - Q4 FY 22-23 Actual 2021-22 Adopted 2022-23 Amended 2022-23 Revenues Property Tax Sales Tax Sales Tax Reimbursements Development Revenue Transient Occupancy Tax Other Taxes Licenses & Permits Fines & Penalties Interest Earnings Rentals and Leases Intergovernmental Charges for Services Community Benefit Payments Other Revenue Subtotal Revenues - Operating Transfers In Unrealized Gains/Losses/Adjustments total Revenues $55,186,388 26,456,903 (346,696) 9,803,444 1,255,575 7,025,567 354,643 70,714 2,269,289 1,647,882 324,519 8,022,099 50,000 2,452,034 $114,572,363 $312,874 (15,525,055) $99,360,182 55,163,000 26,400,000 (405,555) 7,686,854 1,400,000 6,560,000 351,373 85,000 1,510,000 1,477,330 290,000 6,511,604 0 1,680,156 $108,709,762 $77,900 $108,787,662 56,463,000 27,400,000 (405,555) 7,371,875 1,400,000 6,560,000 351,373 65,000 2,310,000 1,653,427 336,436 7,116,874 0 1,866,739 $112,489,169 $121,600 $112,610,769 Actual 2022-23 59,056,139 28,902,065 (321,750) 8,199,504 1,533,093 7,196,591 323,098 80,117 5,363,445 2,193,822 352,165 9,036,816 0 2,872,013 $124,787,119 $109,014 (3,053,407) $121,842,727 Expenditures Salaries & Wages Benefits Services & Supplies Internal Service Fund Charges Utilities Contracted Services Capital Outlay Debt Service Payment Contingency & Miscellaneous Subtotal Expenditures - Operating Operating Impact (REV-EXP) Transfer Outs & Contributions to Other Funds Transfers Out (CIPs) - Com./Assig. Reserve Transfers Out (CIPs) - Undesignated Contribution to OPEB/PERS Contribution to ISF & Other Subtotal - Transfers Out & Contributions $11,670,597 4,728,716 3,894,567 3,907,323 2,511,166 52,920,629 339,943 945,285 12,832 $80,931,057 $33,641,306 2,803,478 532,636 1,000,000 $4,336,114 $13,249,383 5,488,704 5,178,309 4,932,571 3,485,435 59,695,219 432,737 1,333,050 223,440 $94,018,847 $14,690,915 2,291,645 2,316,170 4,460,000 2,000,000 $11,067,815 $13,531,615 5,562,488 5,427,964 4,932,571 3,720,435 61,817,888 645,569 1,333,050 158,440 $97,130,019 $15,359,149 27,217,469 7,553,834 4,460,000 2,023,378 $41,254,681 $12,725,756 4,781,703 4,543,179 4,932,571 2,997,652 57,001,245 194,558 1,333,050 14,088 $88,523,802 $36,263,317 937,641 1,018,802 3,460,000 2,023,378 $7,439,821 Total Expenditures GF Impact (Include CIP & Transfers) $85,267,172 $105,086,662 $14,093,011 $3,701,000 $138,384,701 ($25,773,932) $95,963,623 $25,879,104 Contracted Services Detail Police Services Fire Services Maintenance Services (MCE) Development (CDD and PW) Other Contracted Services Total Contracted Services Actual 2021-22 $21,437,403 14,699,226 5,875,493 3,876,551 7,031,956 Adopted 2022-23 $23,985,730 15,311,310 7,220,710 4,312,851 8,864,618 Amended 2022-23 $23,761,422 15,471,310 7,220,710 4,744,278 10,620,169 Actual 2022-23 $23,229,695 15,223,132 7,149,032 3,360,003 8,039,383 $52,920,629 $59,695,219 $61,817,888 $57,001,245 54 FISCAL YEAR 2022-23 GENERAL FUND RESERVES Attachment 3 RESERVE DESCRIPTION on -Spendable Prepaid Expenses estricted Cemetery Endowment Developer Contribution - Downtown Developer Contr - Heritage Park Developer Contr - Nature Park Section 115 Trust - Pension Heritage Park Maintenance Committed Advance to Public Facility Fee Downtown Public Improvement Economic Stability Emergency Communications Fire Svcs Pension/OPEB Innovations & New Opportunity One -Time Initiative - Capital One -Time Initiative - Operating Public Safety Reserve Specific Committed Reserves Cemetery Expansion (CIP) Contribution to Public Facility Fee Cultural Arts Center (CIP) Don Biddle Park (CIP) Fallon Sports Park III Contingency Lease Revenue Bond Payoff Maintenance Facility (CIP) Utility Undergrounding (CIP) Actual 2021-22 $10,541 10,541 $4,261,640 60,000 1,490,000 19,000 60,000 1,882,640 750,000 Increase 2022-23 $62,492 62,492 Decrease 2022-23 Net Change ($5,682) ($5,682) (5,682) $62,492 (5,682) 62,492 Projected 2022-23 $4,859 4,859 $4,324,132 60,000 1,490,000 19,000 60,000 1,945,132 750,000 $73,346,367 $19,606,916 ($16,936,864) $2,670,052 $76,016,420 9,523,096 15,176,230 8,000,000 532,113 5,671,094 1,026,591 6,419,657 503,860 2,600,000 1,606,916 7,000,000 8,000,000 2,000,000 13,748 6,000,000 7,139,197 675,193 510,500 6,000,000 1,000,000 55,089 3,500,000 (382,843) (36, 643) (8,000,000) (3,460,000) (132,093) (4,501,037) (13, 748) (410, 500) 1,224,073 6,963,357 (3,460,000) (132,093) (4,501,037) 2,000,000 (13,748) (410,500) 1,000,000 10,747,169 22,139,587 8,000,000 532,113 2,211,094 894,498 1,918,620 503,860 4,600,000 0 6,000,000 7,139,197 675,193 100,000 7,000,000 55,089 3,500,000 Assigned $93,266,322 $32,753,982 ($977,007) $31,776,975 $125,043,297 Accrued Leave Catastrophic Loss CIP Carryovers Fiscally Responsible Adjustment Municipal Regional Permit Non -Streets CIP Commitments Operating Carryovers Parks and Streets Contingency Pension & OPEB Relocate Parks Dept Service Continuity Dublin Blvd Extension Advance Specific Assigned Reserves ARPA Revenue Replacement Climate Action Plan Contribution to ISF Facade Improvement Grants Library Tenant Improvement HVAC Replace. & Civic Ctr Improv. (CIP) Pavement Management Public Safety Complex (CIP) Village Pkwy Pavement Reconstruction Unassigned Unassigned -Unrealized Gains Unassigned (Available) TOTAL RESERVES 1,308,044 17,710,320 4,088,843 2,446,188 325,000 2,209,778 3,276,777 1,600,546 414,025 201,270 17,000,000 1,000,000 500,000 3,150,000 20,000,000 22,500,000 3,744 665,878 324,309 3,000,000 1,500,000 364,256 65,716 1,000,000 3,278,409 2,000,000 87,200 11,000,000 5,000,000 $52,972,635 (11,008,294) 63,980,929 $223,857,505 (6,538) (340, 627) (176,240) (6,538) 3,744 2,446,188 (340,627) 414,025 1,000,000 22,500,000 324,309 (176,240) 65,716 1,000,000 (267,580) (267,580) (86,178) (99,844) 4,900,156 (86,178) $17,919,553 ($26,544,287) ($8,624,734) (3,053,407) (3,053,407) $70,342,944 ($44,463,840) 1,301,506 17,714,064 6,535,032 325,000 1,869,152 3,276,777 2,014,571 201,270 18,000,000 500,000 3,150,000 42,500,000 990,187 2,823,760 1,500,000 429,972 1,000,000 3,010,829 2,000,000 1,022 15,900,156 $44,347,901 (14,061,701) 58,409,602 $25,879,104 $249,736,608 55 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 5.5 SU B.ECT : City Treasurer's Informational Report of Investments for the Quarter Ending September 30, 2023 Prepared by: Chris Rhoades, Financial Analyst EXECUTIVE SUMMARY: The City Council will receive an informational report of the City's investments through the quarter ending September 30, 2023, including a monthly transaction ledger. The City's investment portfolio for this period totaled $390,133,446 (market value) with an average market yield of 5.19%. As required by the Policy, the City Treasurer (Finance Director) affirms that the City is able to meet its expenditure requirements for the next six months. STAFF RECOMMENDATION: Receive the report. FINANCIAL IMPACT: There is no financial impact resulting from this report. Investments are made in accordance with the City Investment Policy and State Law. Interest earned is apportioned between funds (i.e., General Fund, Gas Tax Fund, etc.) based upon their proportionate share of the total cash balance. Based on the financial needs of the City including the timing of revenues and expenditures, the quarterly cash balance can vary from quarter to quarter. DESCRIPTION: The total investment portfolio (market value) consists of $280,997,577 managed by Chandler Asset Management, and $109,135,869 invested by the City in local government pools, the Local Agency Investment Fund (LAIF) and the California Asset Management Program (CAMP). The average market yields of the Chandler portfolio and the local pools for the reporting period were 5.24% and 5.06% respectively. The total investment portfolio balance fluctuates throughout the year due to normal cash flow Page 1 of 4 56 needs and includes both discretionary and restricted funds. Economic Update Highlights The following are some highlights from the Economic Update included in the Investment Report prepared by Chandler (Attachment 1). Recent economic data continues to suggest positive but below -trend growth this year. Labor markets remain solid, and the U.S. consumer has demonstrated resiliency. Inflationary trends are subsiding, but core levels remain well above the Fed's target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, Chandler believes the economy will gradually soften and the Fed will remain data dependent as it treads cautiously going forward. City of Dublin Portfolio The City's aggregate portfolio has maintained a healthy balance of investment types with minimal change from the prior quarter as shown below in Chart 1. US Treasury 26.4% Supranational 5.9% Money Market Fund 0.2% Local Gov Investment Pool 21.2% Chart 1: Investments by Type September 30, 2023 and June 30, 2023 September 30, 2023 LA€F 6.8% ABS 7.3% Agency 12.1% CM() 1.9% Corporate 18.2% US Treasury 24.9% Supranational 4.2% Money Market Fund 0.7% Local Gov Investment Pool 23.6% June 30, 2023 LAIF 6.6% ABS 7.0% Agency 13.5% Corporate 18.0% CMO 16% The market value of the City's portfolio decreased by $10,975,932 from the June 30, 2023 quarter, resulting from normal fluctuations in the timing of incoming revenue, predominantly the receipt of property tax allocations, and sales tax revenue. Historically, the City receives property tax payments in Q2 (quarter ending December) and Q4 (quarter ending June), with the following months portfolio balance seeing slight decreases. The City also incurred expenditures on multiple capital projects during the reporting period, and made payments to Alameda County for Police and Fire Services. The City's portfolio increased by $26.7 million from the same quarter the prior year (see Table 1 below). Overall market yield -to -maturity has increased to 5.19%, (shown in Table 2) due to the factors discussed in the Economic Update Highlights. For detailed monthly transactions, see Attachment 2. Page 2 of 4 57 Holdings Managed by City LAIF CAMP SUBTOTAL' Accrued Interest Managed by Chandler ABS Agency CMO Money Market Negotiable CD Supranational Corporate US Treasury SUBTOTAL Accrued Interest TOTAL PORTFOLIO Table 1: Portfolio Values and Yield to Maturity September 30, 2022 Market Value 50,558,661 78,684,623 129,243,283 164,681 129,407,964 27,760,436 53,062,995 3,839,610 286,323 2,497,243 16,428,894 63,373,439 65,877,816 233,126,756 904,893 234,031,649 363,439,614 June 30, 2023 Market Value 26,092, 229 94, 675, 879 120,768,108 195,897 120,964,005 28,186, 820 53, 795, 750 6,570,900 2,641,554 16, 711, 738 71, 551, 741 99, 278,149 278,736,651 1,408, 723 280,145,373 401,109,378 September 30,2023 Par Value Book Value Market Value 26,297,090 82,616,317 108,913,407 29,170,598 48,900,000 7,807,180 859,487 24,845,000 74,760,000 108,000,000 294,342,265 26,297,090 82,616,317 108,913,407 29,168,002 49,055,148 7,817,252 859,487 24,643,896 74,507,915 107,471,968 293,523,668 26,297,090 82,616,317 108,913,407 222,462 109,135,869 28,613,814 46,770,742 7,428,709 859,487 23,103,092 70,490,952 102, 206, 540 279,473,336 1,524,241 280,997,577 403,255,672 402,437,075 Change from Prior Year Change from Prior Quarter 390,133,446 26,693,832 (10,975,932) % of Subtotal % of Total Book Market Portfolio Yield Yield 24.1% 75.9% 6.5% 20.5% 3.61% 3.61% 5.52% 5.52% 100.00% 27.01% 5.06% 5.06% 10.2% 16.7% 2.7% 0.3% 0.0% 8.3% 25.2% 36.6% 100.00% 7.2% 12.1% 1.9% 0.2% 0.0% 6.2% 18.5% 26.8% 72.99% 2.97% 2.12% 3.03% 4.94% 0.00% 1.64% 2.86% 2.88% 2.66% 5.82% 5.22% 5.35% 4.94% 0.00% 5.11% 5.64% 4.83% 5.24% 100.00% 5.19% Table 2: Quarterly Holdings (Market Value) by Type, and YTM, 5 Quarters Holdings (Market Value) LAI F/CAMP ABS Agency CMO Commercial Paper Money Market Negotiable CD Supranational Corporate US Treasury Accrued Interest TOTAL YIELD TO MATURITY 9/30/22 12/31/22 3/31/23 6/30/23 9/30/23 129, 243, 283 81, 925, 950 106, 543,157 120, 768,108 108, 913, 407 27,760,436 31,285,896 30,171,153 28,186,820 28,613,814 53,062,995 58,714,486 60,517,635 53,795,750 46,770,742 3,839,610 3,843,615 3,874,342 6,570,900 7,428,709 4,982,197 - - - 286,323 4,923,898 760,481 2,641,554 859,487 2,497,243 - - - - 16, 428, 894 16, 569, 068 16, 860, 396 16, 711, 738 23,103, 092 63,373,439 65,378,464 71,092,672 71,551,741 70,490,952 65,877,816 89,783,810 96,639,811 99,278,149 102,206,540 1,069,574 1,402,667 1,577,520 1,604,620 1,746,703 363,439,614 358,810,052 388,037,166 401,109,378 1 390,133,446 I 3.66% 4.39% 4.39% 4.92% 5.19% Funds Managed by the City The City participates in two local agency investment pools managed by government finance professionals and treasurers: the Local Agency Investment Fund (LAIF) and the California Asset Management Program (CAMP). The following table shows portfolio yields over the most recent eight quarters. Page 3 of 4 58 Table 3: Quarterly Portfolio Yields, Recent 8 Quarters Market Yield LAIF CAMP Chandler 12/31/21 0.22% 0.05% 0.91% 3/31/22 0.42% 0.07% 2.38% 6/30/22 0.94% 1.40% 3.20% 9/30/22 1.60% 2.61% 4.47% 12/31/22 2.23% 4.50% 4.57% 3/31/23 2.88% 4.92% 4.37% 6/30/23 3.26% 5.20% 4.98% 9/30/23 3.61% 5.52% 5.24% STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) City of Dublin Investment Report for Period Ending September 30, 2023 2) Transaction Ledger - July through September 2023 Page 4 of 4 59 Attachment I INVESTMENT REPORT City of Dublin Period Ending September 30, 2023 CiitCHANDLER ASSET MANAGEMENT CHANDLER ASSET MANAGEMENT, INC. 1800.317.4747 I www.chandlerasset.com �i • tibia 6° ITable of Contents SECTION 1 Economic Update SECTION 2 Account Profile SECTION 3 Consolidated Information SECTION 4 Portfolio Holdings SECTION 5 Transactions As of September 30, 2023 1 CA% 61 Section 1 I Economic Update Economic Update • Recent economic data continues to suggest positive but below trend growth this year. Labor markets remain solid, and the U.S. consumer has demonstrated resiliency. Inflationary trends are subsiding, but core levels remain well above the Fed's target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, we believe the economy will gradually soften and the Fed will remain data dependent as they tread cautiously going forward. • As anticipated at the September meeting, the Federal Open Market Committee voted unanimously to maintain the target Federal Funds at the range of 5.25 - 5.50%. The Fed's Summary of Economic Projections (SEP) also revealed expectations of higher economic growth, reduced unemployment, and a gradual easing of inflation compared to earlier forecasts. The Fed is continuing to focus on achieving price stability and bringing inflation down toward their 2% policy objective, while leaving the option open for the possibility of additional rate hikes in the future if needed. • The yield curve remained inverted in September. The 2-year Treasury yield increased 18 basis points to 5.05%, the 5-year Treasury yield rose 36 basis points to 4.61%, and the 10-year Treasury yield increased 46 basis points to 4.57%. The inversion between the 2-year Treasury yield and 10-year Treasury yield narrowed to -48 basis points at September month -end versus -76 basis points at August month - end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was -45 basis points. The inversion between 3-month and 10-year Treasuries narrowed to -88 basis points in September from -134 basis points in August. The shape of the yield curve indicates that the probability of recession persists. 3 CA% 63 Employment 1,000 800 0 0 c 600 c 400 0 c 200 v o,o co 0 2 o -200 Nonfarm Payroll (000's) Unemployment Rate 25.0% 20.0% 15.0% cc co 10.0% —Non-farm Payroll (000's) 5.0% 3 month average (000's) Underemployment Rate (U6) Unemployment Rate (U3) -400 0.0% J / sP 47 S6).0 2f s� 4 sP 4 s� s� 2� sP 4 s 4 sC 4 � � sP p IcP dr19 l9 dr�0 �0 dry �� dry p� dry �� ' d' < p'< d' b� dr�,j � 7 d' p�� a' �c>0) l 1 8 9 9 O O Source: US Department of Labor Source: US Department of Labor The U.S. economy added 336,000 jobs in September, exceeding consensus expectations of 170,000, and the last two months were revised upward by 119,000 jobs. The largest gains came from leisure and hospitality, bringing restaurant and bar employment back in -line with pre -pandemic levels. The pace of job growth has picked up recently, with the three-month moving average payrolls at 266,000 and the six- month moving average at 234,000. The unemployment rate was unchanged at 3.8%, and the labor participation rate was consistent with last month's report at 62.8%. The U-6 underemployment rate, which includes those who are marginally attached to the labor force and employed part time for economic reasons declined slightly to 7.0% from the prior month at 7.1%. Average hourly earnings declined to 4.2% year -over -year in September from 4.3% in August. Employment remains strong by historical standards. 64 IJob Openings & Labor Turnover Survey Job Openings In Thousands (000's) 14,000 12,000 10, 000 8,000 6,000 4,000 2,000 0 Recession Historical Average 14,604 "94 "94 94 94 "94 "94 94 'Toe "94 .94 94 "94 "94 -To 94 94 94 "94 "94 O 'O 6°'O 6°'O a'O 6° O 6°'O a° j e°' j j e°'1 e°V eV a°'1 6°V. 6°Vc 61 a'� 6� 6°� e°'� .�' St S 6 cQ 9 I .>' St S 6 cQ 9 O 0' Source: US Department of Labor The Labor Department's Job Openings and Labor Turnover Survey (JOLTS) unexpectedly increased to 9.61 million in August from a revised 8.92 million in July. The level significantly surpassed the survey of Bloomberg economists' expectations of 8.82 million and reflects approximately 1.5 job openings per available worker. Although JOLTS was an upside surprise, the quits rate remained at a benign 2.3% for August, well below its 3.0% peak in April 2022. Fewer quits can imply that workers are less confident in their ability to find another job in the current market. The current level of job openings remains elevated from a historical perspective. YOY (%) Change Inflation 10.0% 9.0 % 8.0 % 7.0 % 6.0 % 5.0 % 4.0 % 3.0 % 2.0 % 1.0 % 0.0 % Consumer Price Index (CPI) CPI YOY % Change Core CPI YOY % Change YOY (%) Change Source: US Department of Labor 10.0% 9.0% 8.0% 7.0% 6.0 % 5.0 % 4.0 % 3.0 % 2.0 % 1.0 % 0.0 % Personal Consumption Expenditures (PCE) PCE Price Deflator YOY % Change PCE Core Deflator YOY % Change Fed Target .119 l9 19 'O es `),I 2I 2c) �� .�' co) Source: US Department of Commerce The Consumer Price Index (CPI) increased in September by 0.4% month -over -month and 3.7% year -over -year, slightly higher than expected. Gains in shelter and energy costs accounted for a large part of the monthly increase. The Core CPI, which excludes volatile food and energy components, was up 0.3% month -over -month and 4.1% year -over -year, decelerating from 4.3% last month. The Personal Consumption Expenditures (PCE) index rose 0.4% month -over -month and 3.5% year -over -year in August, up from a 3.4% year -over -year gain in July. Core PCE, the Federal Reserve's preferred inflation gauge, increased just 0.1% month -over -month and 3.9% year -over -year in August, down from a 4.3% increase in July. Personal income and spending remained relatively healthy, but the personal savings rate continued its declining trend to 3.9% in August from 4.1% in July. Inflation remains above the Fed's 2% target. 6 a 66 YOY (%) Change Consumer 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% -10.0% -20.0% -30.0% Retail Sales YOY % Change uuu_.......uI.■I11 ■�11111I1 IIII I IIIIIIII111��.�.�� .1 'To� ' 6 -q 'P6 90� �P6 'To 1�6 - ' - 1(Q 'l9 19 'p "p l �l `‘-) �� �' \_)0' a cu GJ c Consumer Confidence 140 130 120 110 100 90 80 sPp. �d. SPb. �dr .sPa �a, sPa �d� .sPa �dr, .sPa 1d, j9 19 �Q )0 �1 �1 �� �) �J, ‘c)? Source: US Department of Commerce Source: The Conference Board Retail Sales rose 0.6% in August, exceeding the consensus forecast. Sales of motor vehicles and higher gasoline prices drove greater than expected gains. However, Control Group Sales, which are used to calculate gross domestic product and exclude food services, auto dealers, building materials stores and gasoline stations, rose just 0.1%, the smallest advance in five months. On a year -over -year basis, retail sales growth decelerated to a 2.5% gain in August versus a downwardly revised 2.6% gain in July. The Conference Board's Consumer Confidence Index dropped more than expected to 103.0 in September from an upwardly revised 108.7 in August, primarily due to significantly weaker future expectations for employment. While the consumer has been resilient, dwindling excess savings, rising credit card balances, and the resumption of student loan payments pose potential headwinds to future economic growth. 67 Leading Indicators of Economic Activity 20.0% 15.0% 10.0% 63) 5.0% ca 0.0% g -5.0% o -10.0% - 15.0% - 20.0% - 25.0% Leading Economic Indicators (LEI) 3 Month Average �G �G 1,�G IG 9G 14,6,..1G -1G �G 9G ', �'cP �'9 �'9 °�9 O O °�1 °� 1 '1 �'� .3' � 1 S 9 ' � 1 S 9 a' Source: The Conference Board Chicago Fed National Activity Index (CFNAI) 1.00 0.75 0.50 0.25 0.00 - 0.25 - 0.50 - 0.75 - 1.00 -To 9G 9G \,. 1, a?9 a°'91 9 a' � 1 S Source: Federal Reserve Bank of Chicago The Conference Board's Leading Economic Index (LEI) remained in negative territory for the seventeenth consecutive month at -0.4% in August due to weak new orders, deteriorating consumer expectations of business conditions, high interest rates, and tight credit conditions. The index declined 7.6% year -over -year. The consistent decline month -over -month continues to signal future contraction in the economy. The Chicago Fed National Activity Index (CFNAI) surprised to the downside at -0.16 in August from downwardly revised 0.07 in July. On a 3-month moving average basis, the CFNAI remained negative at -0.14 in August, indicating a rate of growth below the historical average trend. 8 a 68 In Thousands of Units Housing 2,400 2,200 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 0 Annualized Housing Starts • Multi Family Housing Starts • Single Family Housing Starts YOY (%) Change q4 q4 14 q4 q4 �� q4 6"'O �'O °�O �O �1 �1 g1 g1 g1 g� �� �' S 9 1 ' S 9 l 24.0% 20.0% 16.0% 12.0% 8.0% 4.0% 0.0% - 4.0% - 8.0% -12.0% -16.0% -20.0% S&P/Case-Shiller 20 City Composite Home Price Index 4/, ✓04 ✓4/, ✓0/, ✓4/, 03) Off. 0.?O9 11 Source: US Department of Commerce Source: S&P ✓�/ ✓4/ ✓0/ ✓44 10) •Is 1) 19 Starts of new homes slowed -11.3% to 1.283 million units at a seasonally adjusted annual rate in August after a downward revision to 1.447 million units in July. The slower starts came from both a 4.3% decline in single-family home starts and 26.3% decline in multi -family homes, continuing the reversal of strong multi -family homebuilding in the second half of 2022 and early 2023. Total starts of new homes are down 14.8% year -over -year. According to Freddie Mac, average 30-year fixed rate mortgage rates increased to 7.35% as of September 28th. Rising mortgage rates are prompting homebuilders to offer incentives to attract buyers and has caused homebuilder sentiment to reach a five -month low. According to the Case-Shiller 20-City Home Price Index, housing prices rose 0.1% year -over -year in July, improving from a 1.2% decline in June. Tight inventories and higher mortgage rates continue to impact affordability. 69 Survey Based Measures 70 65 55 50 45 40 Institute of Supply Management (ISM) Surveys ISM Manufacturing ISM Services ,•: S6 �'/l/ So 6 41 ✓e/ SpQP 47 ✓</�S(,6QP /1dr� ✓(/�SPp60cd�✓<1/2P,0esd4.,)e~��d���� ���Z [D� �SjQ <9 <9 ?o O O 0 z •7 SP Source: Institute for Supply Management The Institute for Supply Management (ISM) Manufacturing index remained in contraction territory at 49.0 in September, up from 47.6 in August. This is the eleventh consecutive month of readings below 50.0, which is indicative of contraction in the manufacturing sector. However, this is the highest reading since November 2022, as both employment and new orders improved, while prices paid subsided. The ISM Services Index eased to 53.6 in September from the six-month high of 54.5 in August. The prices paid component continued to grow primarily due to high labor costs and an uptick in energy costs, but new orders reflected a significant slowdown. 10 c>t 70 Gross Domestic Product (GDP) 6/23 Personal Consumption Expenditures 1.1% 0.8% 2.5% 0.6% Gross Private Domestic Investment -1.5% 0.6% -1.7% 0.9% Net Exports and Imports 2.6% 0.3% 0.6% 0.0% Federal Government Expenditures 0.1% 0.6% 0.3% 0.1% State and Local (Consumption and Gross Investment) 0.4% 0.3% 0.5% 0.5% Total 2.7% 2.6% 2.3% 2.1% Source: US Department of Commerce 40.0% 30.0% 20.0% 10.0% 0.0% - 10.0% -20.0% - 30.0% - 40.0% ■ ■EN Gross Domestic Product (GDP) GDP Q0Q % Change GDP YOY % Change vix. 1cs) 1g 1,g ‘-)p cl c1 ),3) Source: US Department of Commerce According to the third estimate, second quarter annualized GDP growth remained unchanged at 2.1%. A material decline in consumer spending was offset by improvement in business investment. Historically low unemployment, wage growth and savings built up during the pandemic has supported consumer spending at a level to keep economic growth intact, but there are signs the consumer is beginning to show signs of stress. The consensus estimate calls for 3.0% growth for the third quarter and 2.1% for the full year 2023. 11 Q 71 Federal Reserve 10,000,000 9,000,000 8,000,000 7,000,000 c 6,000,000 E 5,000,000 • 4,000,000 3,000,000 2,000,000 1,000,000 0 Federal Reserve Balance Sheet Assets Recession So S4. 6),() SP SP SP SP SP s SP So So "0 0 '60 '60 0,() 0,() �;l I p1 a1 b b� a' S 0 9 l ,�' 9 6.00% 5.00% 4.00% ✓ 3.00% 2.00% 1.00% Source: Federal Reserve Source: Bloomberg Effective Federal Funds Rate Recession At the September meeting, the Federal Open Market Committee voted unanimously to leave the Federal Funds rate unchanged at a target range of 5.25 - 5.50%. Nonetheless, the Fed conveyed a consensus view that another rate hike is possible later in the year, along with its commitment to keeping rates at their current level until inflation subsides closer to its 2% target, endorsing a data -dependent ' higher -for - longer' strategy. The Fed's Summary of Economic Projections (SEP) also revealed expectations of higher economic growth, reduced unemployment, and a gradual easing of inflation compared to earlier forecasts. We believe the resiliency of future economic data will determine if the Federal Reserve can stay on hold for or will tighten policy further to curb inflation. Since the Federal Reserve began its Quantitative Tightening campaign in June 2022, securities holdings have declined by over $1 trillion to $8.024T. Bond Yields US Treasury Note Yields 6.0% 2-Year 5.0% 5-Year 10-Yea r 4.0% -� 3.0% ry 2.0% 1.0% 0.0% /1dr SPA` �dr . 0,o �dr, S o. �dr SPA` �dr , Spa` � 9 j9 �p �� �.1 �1 � ) �� �, .3' Source: Bloomberg 6.0% 4.0% 0 3.0% 2.0% 1.0% 0.0% US Treasury Yield Curve Sep-23 Jun-23 Sep-22 10 410 Pr. yi y�` O . Syr Source: Bloomberg At the end of September, the 2-year Treasury yield was 77 basis points higher, and the 10-Year Treasury yield was about 74 basis points higher, year -over -year. The inversion between the 2-year Treasury yield and 10-year Treasury yield narrowed to -48 basis points at September month -end versus -76 basis points at August month -end. The average historical spread (since 2003) is about +130 basis points. The inversion between 3-month and 10-year Treasuries narrowed to -88 basis points in September from -134 basis points in August. The shape of the yield curve indicates that the probability of recession persists. 13 73 Section 2 I Account Profile 14 c►A 74 Objectives As of September 30, 2023 Investment Objectives The investment objectives of the City of Dublin are first, to provide safety of principal; second, to provide adequate liquidity to meet all requirements which might be reasonably anticipated; third, to attain a market average rate of return on its investments throughout economic cycles; and fourth, to be diversified to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions. Chandler Asset Management Performance Objective The performance objective of the City of Dublin is to earn a return that equals or exceeds the return on of the ICE BofA 1-5 Year Treasury and Agency Index. Strategy In order to achieve this objective, the portfolio invests in high quality fixed income instruments consistent with the City's investment policy and California Government Code. Compliance City of Dublin Assets managed by Chandler Asset Management are in full compliance with state law and with the City's investment policy. As of September 30, 2023 Category Standard Comment U.S. Treasury Issues Federal Agencies Municipal Securities Supranational Securities Asset -Backed Securiti es/Mortgage- Backed Securities/ Col l a tera l i zed Mortgage Obligations Corporate Medium Term Notes Negotiable Certificates of Deposit Time Deposits/ Certificates of Deposit Commercial Paper Banker's Acceptances Money Market Mutual Funds and Mutual Funds Local Agency Investment Fund (LAIF) California Asset Management Program (CAMP) Prohibited Securities Max Per Issuer Maximum Maturity No limitations; Full faith and credit of the U.S. are pledged for payment of principal and interest. Complies 35% max per agency issuer; 25% max caIIables for agency securities; Federal Agencies or U.S. Government Sponsored Enterprises (GSE), participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or Complies U.S. GSEs. "A" rated or higher by a NRSRO; 5% max per issuer; Obligations of the State of California, any of the other 49 states, or any local agency within the state of California; Complies "AA" rating category or better by a Nationally Recognized Statistical Rating Organization ("NRSRO"); 30% maximum; 10% max per issuer; U.S. dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank Complies for Reconstruction and Development ("IBRD"), the International Finance Corporation ("IFC") or the Inter -American Development Bank ("IADB") "AA" rated or higher by a NRSRO; 20% maximum (combined); 5% max per issuer "A" rated or higher by a NRSRO; 30% maximum; 5% max per issuer; Issued by corporations organized and operating within the U.S. or by depository institutions licensed by the U.S. or any state and operating within the U.S. "A" long-term debt rated and/or "A-1" short-term rated or higher by a NRSRO; 30% maximum; 5% max per issuer; 20% max amount invested in NCDs with any one financial institution in combination with any other debt from that financial institution; Issued by a nationally or state -chartered bank, a savings association or a federal association, a state or federal credit union, or by a state - licensed branch ofa foreign bank. 10% maximum; Collateralized/FDIC Insured; 1 year max maturity "A-1" rated or higher by a NRSRO; 25% maximum; 5% max per issuer; 10% max of the outstanding commercial paper of an issuing corporation; 20% max amount invested in CP of any one issuer in combination with any other debt from that issuer; 270 days max maturity; Issuer of the commercial paper shall meet all conditions in either A) (1) Organized and operating in the U.S. as a general corp, (2) Has AUM > $500 million, (3) "A" rated issuer debt (if any) or higher by a NRSRO; or B) (1) Organized in the U.S. as a special purpose core, trust, LLC, (2) Has program wide credit enhancements including, but not limited to, over collateralization, LOC, or surety bond, (3) "A-1" rated or higher by a NRSRO "A-1" short-term rated or higher by a NRSRO; 40% maximum; 5% max per issuer; 20% max amount invested in BA with any one financial institution in combination with any other debt from that financial institution; 180 days max maturity Highest rating or "AAA" rated by two NRSROs; SEC registered adviser with AUM >$500 million and experience > 5 years; 20% maximum in Mutual Funds and Money Market Mutual Funds; 20% max in Money Market Mutual Fund; 10% max per one Mutual Fund Maximum permitted by LAIF; Not used by investment adviser Issued by joint powers authority organized pursuant to California Government Code; Not used by investment adviser Inverse floaters; Ranges notes, Mortgage -derived, Interest -only strips; Any investment in a security not specifically listed as an Authorized and Suitable Investment in the policy. 5% max per issuer, except US Government, its Agencies and instrumentalities (including agency backed -mortgage pools), Supranational securities, or Money Market Mutual Funds 5 years, unless otherwise stated in the policy Complies Complies Complies Complies Complies Complies Complies Complies Complies Complies Complies Complies 16 CM 76 Portfolio Characteristics City of Dublin As of September 30, 2023 09/30/23 06/30/23 Benchmark* Portfolio Portfolio Average Maturity (yrs) Average Modified Duration Average Purchase Yield Average Market Yield Average Quality** Total Market Value *ICE BofA 1-5 Yr US Treasury & Agency Index **Benchmark is a blended rating of S&P, Moody's, and Fitch. Portfolio is S&P and Moody's respectively. 2.65 2.49 n/a 4.98% AA+ 2.89 2.46 2.66% 5.24% AA/Aa1 280,997,577 2.73 2.34 2.38% 4.98% AA/Aa 1 280,145,373 17 CM 77 I Sector Distribution US Treasury 36.6% Supranational 8.3% September 30, 2023 Money Market Fund 0.3 ABS 10.2% 4 Corporate 25.3% Agency 16.7% CMO 2.6% City of Dublin US Treasury 35.6% Supranational 6.0 Money Market Fund 0.9% June 30, 2023 Corporate 25.8% As of September 30, 2023 ABS 10.1% Agency 19.3% CMO 2.4% 18 C►" 78 Issuers City of Dublin - Account #10198 As of September 30, 2023 Issue Name Investment Type % Portfolio Government of United States Federal National Mortgage Association Federal Home Loan Bank Intl Bank Recon and Development Inter -American Dev Bank Federal Home Loan Mortgage Corp Federal Farm Credit Bank Federal Home Loan Mortgage Corp John Deere ABS Bank of Montreal Chicago Bank of America Corp Deere & Company Toronto Dominion Holdings Toyota Motor Corp Amazon.com Inc Honda Motor Corporation Merck & Company Royal Bank of Canada United Health Group Inc JP Morgan Chase & Co JP Morgan ABS Hyundai Auto Receivables Qualcomm Inc Morgan Stanley Metlife Inc Mercedes-Benz Tennessee Valley Authority US Bancorp Northwestern Mutual Glbl Caterpillar Inc Chubb Corporation GM Financial Automobile Leasing Trust Honeywell Corp GM Financial Securitized Term Auto Trust Toyota Lease Owner Trust American Express ABS Berkshire Hathaway Honda ABS US Treasury Agency Agency Supranational Supranational Agency Agency CMO ABS Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate Corporate ABS ABS Corporate Corporate Corporate ABS Agency Corporate Corporate Corporate Corporate ABS Corporate ABS ABS ABS Corporate ABS 36.60% 5.68% 4.46% 4.40% 3.29% 2.86% 2.83% 2.65% 1.56% 1.48% 1.42% 1.41% 1.38% 1.31% 1.29% 1.22% 1.22% 1.21% 1.18% 1.16% 1.10% 1.08% 1.05% 1.04% 0.99% 0.99% 0.91% 0.89% 0.87% 0.87% 0.86% 0.85% 0.84% 0.83% 0.80% 0.76% 0.75% 0.72% 19 CM 79 Issuers City of Dublin — Account #10198 As of September 30, 2023 Issue Name Investment Type % Portfolio Wal-Mart Stores Charles Schwab Corp/The International Finance Corp BMW ABS Target Corp Dominion Resources Inc Verizon Master Trust Realty Income Corp First American Govt Oblig Fund BMW Vehicle Lease Trust Guardian Life Global Funding Hyundai Auto Lease Securitization Salesforce.com Inc Mercedes-Benz Auto Lease Trust Toyota ABS TOTAL Corporate Corporate Su pra natio na I ABS Corporate Corporate ABS Corporate Money Market Fund ABS Corporate ABS Corporate ABS ABS 0.70% 0.62% 0.57% 0.49% 0.43% 0.34% 0.32% 0.32% 0.31% 0.30% 0.25% 0.24% 0.16% 0.16% 0.01% 100.00% 20 CM 80 Quality Distribution 70.0% 60.0 % 50.0% 40.0 % 30.0% 20.0% 10.0% 0.0% 1 AAA City of Dublin September 30, 2023 vs. June 30, 2023 AA ■ 09/30/23 II A <A ■ 06/30/23 NR As of September 30, 2023 AAA AA A <A NR 09/30/23 06/30/23 Source: S&P Ratings 17.7% 15.5% 58.2% 60.1% 20.1% 20.2% 0.3% 3.7% 0.3% 3.8% 21 CA 81 I Duration Distribution 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 0 - 0.25 City of Dublin Portfolio Compared to the Benchmark 0.25 - 0.50 0.50 - 1 ■ City of Dublin 1-2 2-3 3-4 As of September 30, 2023 4-5 5+ ICE BofA 1-5 Yr US Treasury & Agency Index 0-0.25 0.25-0.50 0.50-1 1-2 2-3 3-4 4-5 5+ Portfolio Benchmark* 0.0% *ICE BofA 1-5 Yr US Treasury & Agency Index 2.2% 0.0% 8.7% 1.6% 31.1% 35.9% 17.9% 27.1% 25.2% 20.7% 13.9% 14.6% 0.0% 0.0% 22 C►" 82 Investment Performance 3.00% 2.00% 1.00% 0.00% - 1.00% - 2.00% -3.00% City of Dublin Total Rate of Return Annualized Since Inception October 31, 2013 12 months 2 years 3 years 5 years As of September 30, 2023 r 10 years Since Inception • City of Dublin ICE BofA 1-5 Yr US Treasury & Agency Index* Annualized TOTAL RATE OF RETURN 3 months 12 months 2 years 3 years 5 years 10 years Since Inception City of Dublin 0.30% 2.60% -1.96% -1.34% 1.17% N/A 1.02% ICE BofA 1-5 Yr US Treasury & Agency Index* 0.23% 2.14% -2.42% -1.75% 0.93% N/A 0.78% *ICE BofA 1-3 Yr US Treasury & Agency Index to 12/31/14 Total rate of return: A measure of a portfolio's performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. 23 CM 83 Portfolio Characteristics City of Dublin Reporting Account As of September 30, 2023 09/30/23 Portfolio 06/30/23 Portfolio Average Maturity (yrs) Modified Duration Average Purchase Yield Average Market Yield Average Quality* Total Market Value *Portfolio is S&P and Moody's, respectively. 0.00 0.00 5.06% 5.06% AAA/NR 109,135,869 0.00 0.00 4.78% 4.78% AAA/NR 120,964,005 24 a 84 Sector Distribution City of Dublin Reporting Account September 30, 2023 June 30, 2023 LAI F 24.3% Local Gov Investment Pool 75.7% Local Gov Investment Pool 78.3% As of September 30, 2023 LAIF 21.7% 25 c� 85 Issuers City of Dublin Reporting Account — Account #10219 As of September 30, 2023 Issue Name Investment Type % Portfolio CAM P Local Agency Investment Fund TOTAL Local Gov Investment Pool LAIF 75.70% 24.30% 100.00% 26 CM 86 Section 3 I Consolidated Information 27 C►1 87 Portfolio Characteristics City of Dublin Consolidated As of September 30, 2023 Average Maturity (yrs) 2.08 1.91 Modified Duration 1.77 1.63 Average Purchase Yield 3.31% 3.08% Average Market Yield 5.19% 4.92% Average Quality* AA+/Aa1 AA+/Aa1 Total Market Value 390,133,446 401,109,378 * Portfolio is S&P and Moody's respectively. 28 Q 88 I Sector Distribution US Treasury 26.4% Supranational 5.9% Money Market Fund 0.2 Local Gov Investment Pool 21.2% September 30, 2023 LAI F 6.8% ABS 7.3% City of Dublin Consolidated Agency 12.1% CMO 1.9% Corporate 18.2% US Treasury 24.9% Supranational 4.2% Money Market Fund 0.7% Local Gov Investment Pool 23.6% June 30, 2023 LAI F 6.6% As of September 30, 2023 ABS 7.0 Agency 13.5% Corporate 18.0 CMO 1.6% 29 CM 89 Section 4 I Portfolio Holdings Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Cost Value Mkt Price Market Value % of Port. Moody/S&P Maturity Book Yield Book Value Mkt YTM Accrued Int. Gain/Loss Fitch Duration ABS 89237VAB5 Toyota Auto Receivables Trust 2020-C A3 0.440% Due 10/15/2024 43813KAC6 Honda Auto Receivables Trust 2020-3A3 0.370% Due 10/18/2024 89239CAC3 Toyota Lease Owner Trust 2021-B A3 0.420% Due 10/21/2024 47787NAC3 John Deere Owner Trust 2020-B A3 0.510% Due 11/15/2024 58769KAD6 Mercedes-Benz Auto Lease Trust 2021-B A3 0.400% Due 11/15/2024 09690AAC7 BMW Vehicle Lease Trust 2021-2 A3 0.330% Due 12/26/2024 44891WAC3 Hyundai Auto Lease Trust 2022-AA3 1.160% Due 01/15/2025 89238LAC4 Toyota Lease Owner Trust 2022-AA3 1.960% Due 02/20/2025 36265MAC9 GM Financial Auto Lease Trust 2022-1 A3 1.900% Due 03/20/2025 05601XAC3 BMW Vehicle Lease Trust 2022-1 A3 1.100% Due 03/25/2025 36266FAC3 GM Financial Auto Lease Trust 2022-2 A3 3.420% Due 06/20/2025 47788UAC6 John Deere Owner Trust 2021-AA3 0.360% Due 09/15/2025 44933LAC7 Hyundai Auto Receivables Trust 2021-AA3 0.380% Due 09/15/2025 05593AAC3 BMW Vehicle Lease Trust 2023-1 A3 5.160% Due 11/25/2025 44934KAC8 Hyundai Auto Receivables Trust 2021-B A3 0.380% Due 01/15/2026 43815GAC3 Honda Auto Receivables Trust 2021-4A3 0.880% Due 01/21/2026 47789C!AC4 John Deere Owner Trust 2021-B A3 0.520% Due 03/16/2026 17,548.44 07/21/2020 17,547.09 0.44% 17,548.11 133,093.10 09/22/2020 133,073.55 0.38% 133,092.28 307,784.82 07/27/2021 307,780.66 0.39% 307,784.31 12,087.67 07/14/2020 12,085.83 0.52% 12,087.52 444,693.66 06/22/2021 444,660.09 0.40% 444,689.83 134,734.02 09/08/2021 134,720.12 0.33% 134,732.60 688,565.02 01/11/2022 688,549.80 1.16% 688,561.35 1,956,638.56 02/23/2022 1,956,330.59 1.98% 1,956,542.48 1,384,952.63 02/15/2022 1,384,940.72 1.91% 1,384,949.57 407,102.11 01/11/2022 407,041.25 1.00% 407,088.65 1,020,000.00 05/03/2022 1,019,893.61 3.45% 1,019,961.08 345,685.07 03/02/2021 345,618.64 0.37% 345,665.87 314,973.30 04/20/2021 314,940.16 0.20% 314,966.54 295,000.00 02/07/2023 294,992.98 4.96% 294,995.06 1,272,713.25 07/20/2021 1,272,432.37 0.15% 1,272,627.39 655,711.53 11/16/2021 655,573.31 0.89% 655,652.16 712,472.15 07/13/2021 712,408.59 0.52% 712,446.83 99.79 7.01% 99.16 6.01% 99.43 5.91% 99.78 5.99% 99.15 5.55% 99.43 5.99% 98.90 5.84% 98.72 6.07% 98.72 6.18% 98.83 6.13% 98.79 6.03% 97.63 6.07% 97.97 5.89% 99.15 6.04% 97.18 6.10% 96.10 6.44% 96.59 5.88% 17,510.72 3.43 131,979.11 17.78 306,032.90 39.50 12,061.19 2.74 440,903.09 79.06 133,969.13 7.41 680,991.50 354.99 1,931,525.10 1,171.81 1,367,268.17 804.04 402,324.77 74.64 1,007,683.50 1,065.90 337,491.64 55.31 308,582.49 53.20 292,506.66 253.70 1,236,822.74 214.95 630,147.30 160.29 688,149.78 164.66 0.01% Aaa / AAA (37.39) NR 0.05% NR / AAA (1,113.17) AAA 0.11% Aaa / NR (1,751.41) AAA 0.00% Aaa / NR (26.33) AAA 0.16% NR/AAA (3,786.74) AAA 0.05% Aaa / NR (763.47) AAA 0.24% Aaa / AAA (7,569.85) NR 0.69% NR/AAA (25,017.38) AAA 0.49% Aaa / NR (17,681.40) AAA 0.14% NR/AAA (4,763.88) AAA 0.36% NR / AAA (12,277.58) AAA 0.12% Aaa / NR (8,174.23) AAA 0.11% NR/AAA (6,384.05) AAA 0.10% Aaa / AAA (2,488.40) AAA 0.44% NR/AAA (35,804.65) AAA 0.22% Aaa / NR (25,504.86) AAA 0.24% Aaa / NR (24,297.05) AAA 1.04 0.03 1.05 0.15 1.06 0.10 1.13 0.04 1.13 0.16 1.24 0.10 1.30 0.23 1.39 0.31 1.47 0.30 1.48 0.23 1.72 0.47 1.96 0.41 1.96 0.37 2.16 1.03 2.30 0.49 2.31 0.70 2.46 0.64 31 CM 91 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration 44935FAD6 43815BAC4 05602RAD3 362554AC1 47787JAC2 448977AD0 380146AC4 362585AC5 47800AAC4 02582JJT8 47800BAC2 92348KAV5 58768PAC8 362583AD8 05592XAD2 161571HT4 Hyundai Auto Receivables Trust 2021-CA3 0.740% Due 05/15/2026 Honda Auto Receivables Trust 2022-1 A3 1.880% Due 05/15/2026 BMW Vehicle Owner Trust 2022-A A3 3.210% Due 08/25/2026 GM Financial Securitized Term 2021-4A3 0.680% Due 09/16/2026 John Deere Owner Trust 2022-AA3 2.320% Due 09/16/2026 Hyundai Auto Receivables Trust 2022-AA3 2.220% Due 10/15/2026 GM Financial Auto Receivables 2022-1 A3 1.260% Due 11/16/2026 GM Financial Securitized ART 2022-2 A3 3.100% Due 02/16/2027 John Deere Owner Trust 2022-B A3 3.740% Due 02/16/2027 American Express Credit Trust 2022-2 A 3.390% Due 05/17/2027 John Deere Owner Trust 2022-C A3 5.090% Due 06/15/2027 Verizon Master Trust 2022-5 A1A 3.720% Due 07/20/2027 Mercedes-Benz Auto Receivables 2022-1 A3 5.210% Due 08/16/2027 GM Auto Receivable Trust 2023-2 A3 4.470% Due 02/16/2028 BMW Vehicle Owner Trust 2023-A A3 5.470% Due 02/25/2028 Chase Issuance Trust 23-Al A 5.160% Due 09/15/2028 466,992.68 1,315,000.00 850,000.00 504,419.12 1,005,000.00 1,080,000.00 495,430.85 780, 000.00 1,045,000.00 2,205,000.00 1,350,000.00 915, 000.00 2,790,000.00 625,000.00 550,000.00 3,090,000.00 11/09/2021 0.75% 02/15/2022 1.89% 05/10/2022 3.09% 10/13/2021 0.66% 03/10/2022 2.34% 03/09/2022 2.23% 01/11/2022 1.23% 04/05/2022 3.13% 07/12/2022 3.77% 05/17/2022 3.42% 10/12/2022 5.15% 08/02/2022 3.75% 11/15/2022 5.28% 04/04/2023 4.53% 07/11/2023 5.54% 09/07/2023 5.23% TOTAL ABS 29,170,597.98 2.97% 466,888.46 466,950.09 1,314,802.22 1,314,900.52 849,955.80 849,975.33 504,406.25 504,413.61 1,004,777.69 1,004,875.72 1,079,958.42 1,079,978.18 495,387.80 495,409.80 779,836.98 779,906.77 1,044,900.20 1,044,933.67 2,204,512.25 2,204,734.36 1,349,895.24 1,349,922.47 914,959.74 914,976.27 2,789,448.14 2,789,584.15 624,982.81 624,985.23 549,902.54 549,908.50 3,089,143.45 3,089,155.95 29,166,347.35 29,168,002.25 96.64 5.94% 96.48 5.78% 97.56 5.95% 95.94 6.21% 96.82 6.16% 96.77 5.74% 96.63 5.58% 97.21 5.72% 97.34 5.85% 96.51 5.72% 98.93 5.85% 99.36 4.97% 99.34 5.76% 97.76 5.76% 99.74 5.67% 99.63 5.35% 5.82% 451,305.93 153.59 1,268,673.88 1,098.76 829,218.35 454.75 483,931.63 142.92 972,991.76 1,036.27 1,045,078.19 1,065.60 478,737.31 260.10 758,213.04 1,007.50 1,017,232.26 1,737.02 2,127, 977.15 3,322.20 1,335,579.30 3,054.00 909,179.69 1,040.05 2,771,546.94 6,460.40 611,023.13 1,164.06 548,553.50 501.42 3,078,622.62 7,086.40 28,613,814.47 34,108.45 0.16% (15,644.16) 0.45% (46,226.64) 0.30% (20,756.98) 0.17% (20,481.98) 0.35% (31,883.96) 0.37% (34,899.99) 0.17% (16,672.49) 0.27% (21,693.73) 0.36% (27,701.41) 0.76% (76,757.21) 0.48% (14,343.17) 0.32% (5,796.58) 0.99% (18,037.21) 0.22% (13,962.10) 0.20% (1,355.00) 1.10% (10,533.33) 10.20% (554,187.78) NR/AAA AAA Aaa / AAA NR Aaa / AAA NR Aaa / AAA NR Aaa / NR AAA NR/AAA AAA NR/AAA AAA Aaa / AAA NR Aaa / NR AAA NR/AAA AAA Aaa / NR AAA NR/AAA AAA Aaa / AAA NR Aaa / AAA NR NR/AAA AAA NR/AAA AAA Aaa / AAA AAA 2.62 0.64 2.62 0.91 2.90 0.90 2.96 0.73 2.96 0.83 3.04 0.92 3.13 0.78 3.38 1.08 3.38 1.28 3.63 1.53 3.71 1.51 3.81 0.86 3.88 1.35 4.38 1.80 4.41 1.88 4.96 2.66 3.01 1.08 32 CM 92 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Cost Value Mkt Price Market Value % of Port. Moody/S&P Maturity Book Yield Book Value Mkt YTM Accrued Int. Gain/Loss Fitch Duration Agency 3130A1XJ2 FHLB Note 2.875% Due 06/14/2024 3133EKWV4 FFCB Note 1.850% Due 07/26/2024 3130A2UW4 FHLB Note 2.875% Due 09/13/2024 3135G0W66 FNMA Note 1.625% Due 10/15/2024 3133ENZ94 FFCB Note 4.500% Due 11/18/2024 3135G0X24 FNMA Note 1.625% Due 01/07/2025 3137EAEPO FHLMC Note 1.500% Due 02/12/2025 3135G03U5 FNMA Note 0.625% Due 04/22/2025 3135G04Z3 FNMA Note 0.500% Due 06/17/2025 3137EAEU9 FHLMC Note 0.375% Due 07/21/2025 3135G05X7 FNMA Note 0.375% Due 08/25/2025 3137EAEX3 FHLMC Note 0.375% Due 09/23/2025 3135G06G3 FNMA Note 0.500% Due 11/07/2025 3130ATUC9 FHLB Note 4.500% Due 12/12/2025 3130ATS57 FHLB Note 4.500% Due 03/10/2028 880591EZ1 Tennessee Valley Authority Note 3.875% Due 03/15/2028 2,100,000.00 Various 2,190,551.70 98.08 2,059,768.20 0.74% Aaa /AA+ 0.71 1.96% 2,112,765.67 5.68% 17,944.79 (52,997.47) NR 0.68 2,500,000.00 08/13/2019 2,524,140.00 97.11 2,427,750.00 0.87% Aaa /AA+ 0.82 1.65% 2,503,992.18 5.49% 8,350.69 (76,242.18) AA+ 0.80 2,000,000.00 10/10/2019 2,122,020.00 97.56 1,951,132.00 0.70% Aaa /AA+ 0.96 1.58% 2,023,603.65 5.54% 2,875.00 (72,471.65) NR 0.92 2,000,000.00 11/08/2019 1,983,400.00 96.15 1,922,946.00 0.69% Aaa /AA+ 1.04 1.80% 1,996,493.61 5.48% 14,986.11 (73,547.61) AA+ 1.00 5,480,000.00 11/15/2022 5,474,191.20 98.99 5,424,515.00 1.96% Aaa /AA+ 1.14 4.56% 5,476,710.20 5.43% 91,105.00 (52,195.20) AA+ 1.07 4,200,000.00 Various 4,287,898.80 95.43 4,008,165.00 1.43% Aaa /AA+ 1.27 1.18% 4,223,094.78 5.39% 15,925.00 (214,929.78) AA+ 1.22 4,200,000.00 Various 4,254,786.30 95.05 3,992,171.41 1.42% Aaa /AA+ 1.37 1.23% 4,215,181.67 5.30% 8,575.00 (223,010.26) AA+ 1.32 1,825,000.00 04/22/2020 1,821,240.50 93.06 1,698,425.30 0.61% Aaa / AA+ 1.56 0.67% 1,823,827.22 5.31% 5,037.76 (125,401.92) AA+ 1.51 3,435,000.00 06/17/2020 3,427,889.55 92.46 3,175,994.13 1.13% Aaa /AA+ 1.72 0.54% 3,432,563.58 5.15% 4,961.67 (256,569.45) AA+ 1.66 1,745,000.00 07/21/2020 1,736,309.90 91.91 1,603,834.74 0.57% Aaa/AA+ 1.81 0.48% 1,741,860.32 5.12% 1,272.40 (138,025.58) AA+ 1.76 2,755,000.00 08/25/2020 2,742,106.60 91.47 2,519,959.93 0.90% Aaa /AA+ 1.90 0.47% 2,750,094.29 5.14% 1,033.13 (230,134.36) AA+ 1.85 2,655,000.00 09/23/2020 2,647,008.45 91.18 2,420,725.46 0.86% Aaa /AA+ 1.98 0.44% 2,651,832.30 5.12% 221.25 (231,106.84) AA+ 1.93 2,860,000.00 11/09/2020 2,849,761.20 90.94 2,600,823.94 0.93% Aaa /AA+ 2.11 0.57% 2,855,681.82 5.10% 5,720.00 (254,857.88) AA+ 2.04 4,000,000.00 02/09/2023 4,029,238.40 98.72 3,948,924.00 1.42% Aaa /AA+ 2.20 4.22% 4,022,662.59 5.12% 54,500.00 (73,738.59) NR 2.04 3,000,000.00 03/21/2023 3,065,010.00 99.46 2,983,854.00 1.06% Aaa /AA+ 4.45 4.01% 3,058,097.09 4.63% 7,875.00 (74,243.09) NR 3.97 2,645,000.00 Various 2,661,791.35 96.51 2,552,819.11 0.91% Aaa /AA+ 4.46 3.73% 2,660,317.01 4.75% 4,555.28 (107,497.90) AA+ 4.03 33 CM 93 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration 3130AWMN7 FHLB Note 4.375% Due 06/09/2028 TOTAL Agency CMO 3137BFE98 3137BSRE5 3137F4D41 3137FG6X8 TOTAL CMO FHLMC K041 A2 3.171% Due 10/25/2024 FHLMC K059 A2 3.120% Due 09/25/2026 FHLMC K074 A2 3.600% Due 01/25/2028 FHLMC K077 A2 3.850% Due 05/25/2028 1,500,000.00 48,900,000.00 1,992,180.26 2,000,000.00 1,000,000.00 2,815,000.00 7,807,180.26 07/26/2023 4.27% 2.12% 07/01/2021 0.64% 02/18/2022 1.92% 07/25/2023 5.78% 05/24/2023 4.65% 3.03% 1,506,615.00 1,506,369.59 49,323,958.95 49,055,147.57 2,142,994.54 2,038,879.10 2,085,625.00 2,055,318.94 954,414.06 956,218.62 2,763,318.36 2,766,835.66 7,946,351.96 7,817,252.32 98.60 4.71% 5.22% 97.40 5.77% 94.20 5.27% 93.94 5.19% 94.67 5.16% 5.35% 1,478,934.00 14,583.33 0.53% (27,435.59) 46,770,742.22 16.74% 259,521.41 (2,284,405.35) 1,940,295.92 5,264.34 1,884,096.00 5,200.00 939,404.00 600.00 2,664,912.65 1,806.29 7,428,708.57 12,870.63 0.69% (98,583.18) 0.67% (171,222.94) 0.33% (16,814.62) 0.95% (101,923.01) 2.65% (388,543.75) Aaa / AA+ NR Aaa / AA+ AA+ Aaa / AAA AAA NR / AAA AAA NR/NR AAA NR / NR AAA Aaa / AAA AAA 4.70 4.15 1.93 1.81 1.07 0.93 2.99 2.69 4.32 3.82 4.65 4.07 3.25 2.87 Corporate 023135BW5 24422ETT6 02665WCZ2 79466LAG9 02665WEA5 90331HPL1 00440EAS6 14913R2V8 Amazon.com Inc Note 0.450% Due 05/12/2024 John Deere Capital Corp Note 2.650% Due 06/24/2024 American Honda Finance Note 2.400% Due 06/27/2024 Salesforce.com Inc Callable Note Cont 7/15/2022 0.625% Due 07/15/2024 American Honda Finance Note 1.500% Due 01/13/2025 US Bank NA Callable Note Cont 12/21/2024 2.050% Due 01/21/2025 Chubb INA Holdings Inc Note 3.150% Due 03/15/2025 Caterpillar Financial Service Note 3.400% Due 05/13/2025 1,000,000.00 2,000,000.00 1,500,000.00 465,000.00 1,075,000.00 2,610,000.00 2,500,000.00 1,165,000.00 05/10/2021 0.50% Various 1.32% 07/10/2019 2.49% 06/29/2021 0.64% 01/11/2022 1.53% 01/16/2020 2.10% Various 0.76% 05/10/2022 3.44% 998,540.00 999,701.61 2,093,680.00 2,018,905.57 1,493,742.00 1,499,067.52 464,762.85 464,937.85 1,074,150.75 1,074,635.81 2,604,440.70 2,608,545.51 2,753,600.00 2,585,323.35 1,163,520.45 1,164,203.53 96.90 5.63% 97.85 5.68% 97.52 5.86% 96.11 5.72% 94.86 5.70% 94.98 6.10% 96.39 5.76% 96.69 5.56% 969,013.00 1,737.50 1,956,968.00 14,280.56 1,462,837.50 9,400.00 446,917.55 613.54 1,019,726.73 3,493.75 2,478,985.83 10,403.75 2,409,825.00 3,500.00 1,126,401.22 15,183.83 0.35% (30,688.61) 0.70% (61,937.57) 0.52% (36,230.02) 0.16% (18,020.30) 0.36% (54,909.08) 0.89% (129,559.68) 0.86% (175,498.35) 0.41% (37,802.31) Al/AA AA- A2 / A A+ A3/A- A A2/A+ NR A3/A- A A2/A+ A+ A3 / A A A2 / A A+ 0.62 0.60 0.73 0.71 0.74 0.71 0.79 0.77 1.29 1.24 1.31 1.25 1.46 1.39 1.62 1.53 34 CM 94 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Cost Value Mkt Price Market Value % of Port. Moody/S&P Maturity Book Yield Book Value Mkt YTM Accrued Int. Gain/Loss Fitch Duration 747525AF0 61747YEA9 438516CB0 78015K7H1 66815L2J7 02665 W D L2 89114QCK2 06051GHY8 46647PBH8 808513BR5 91324PEC2 89236TJK2 58989V2D5 06368FAC3 931142ER0 59217GER6 Qualcomm Inc Callable Note Cont 2/20/2025 3.450% Due 05/20/2025 Morgan Stanley Callable Note Cont 5/30/2024 0.790% Due 05/30/2025 Honeywell Intl Callable Note Cont 5/1/2025 1.350% Due 06/01/2025 Royal Bank of Canada Note 1.150% Due 06/10/2025 Northwestern Mutual Gib! Note 4.000% Due 07/01/2025 American Honda Finance Note 1.200% Due 07/08/2025 Toronto Dominion Bank Note 0.750% Due 09/11/2025 Bank of America Corp Callable Note Cont 2/13/2025 2.015% Due 02/13/2026 JP Morgan Chase & Co Callable Note Mthly 3/13/2025 2.005% Due 03/13/2026 Charles Schwab Corp Callable Note Cont 4/13/2026 1.150% Due 05/13/2026 United Health Group Inc Callable Note Cont 4/15/2026 1.150% Due 05/15/2026 Toyota Motor Credit Corp Note 1.125% Due 06/18/2026 Met Tower Global Funding Note 1.250% Due 09/14/2026 Bank of Montreal Note 1.250% Due 09/15/2026 Wal-Mart Stores Callable Note Cont 08/17/2026 1.050% Due 09/17/2026 Metlife Note 1.875% Due 01/11/2027 3,000,000.00 3,040,000.00 2,500,000.00 1,000,000.00 2,500,000.00 1,000,000.00 1,000,000.00 1,250,000.00 1,000,000.00 1,370,000.00 2,000,000.00 2,485,000.00 1,285,000.00 2,500,000.00 585,000.00 1,860,000.00 Various 1.78% 05/26/2021 0.77% 06/23/2020 0.85% 02/22/2021 0.86% 06/27/2022 4.01 % 08/10/2021 1.00% 02/16/2021 0.81 % 03/04/2021 1.14% 04/29/2021 1.20% 05/11/2021 1.20% Various 1.90% 06/15/2021 1.13% 09/07/2021 1.27% Various 1.29% 09/08/2021 1.09% 01/03/2022 1.90% 3,159,848.58 3,079,001.58 3, 041, 611.70 3,040,356.52 2,559,500.00 2,519,418.97 1, 012, 240.00 1,004,827.26 2,499,150.00 2,499,504.43 1, 007, 640.00 1,003,461.04 997,230.00 998,817.85 1,291,725.00 1,264,537.01 1,030,270.00 1,011,332.51 1,366,821.60 1,368,337.69 1,939,210.15 1,962,111.71 2,483,906.60 2,484,406.59 1,283,817.80 1,284,301.43 2,495,539.50 2,497,361.81 583,894.35 584,344.84 1,857,879.60 1,858,608.85 96.78 5.53% 96.05 6.35% 93.59 5.41% 92.47 5.88% 97.09 5.76% 92.63 5.63% 91.01 5.69% 94.09 6.59% 94.17 6.27% 88.57 5.92% 89.96 5.30% 89.30 5.41% 88.10 5.68% 87.90 5.76% 89.16 5.03% 88.64 5.72% 2,903,436.00 37,662.50 2,920,044.64 8,072.05 2,339,807.50 11,250.00 924,735.00 3,545.83 2,427,317.50 25,000.00 926,294.00 2,766.67 910,115.00 416.67 1,176,166.25 3,358.33 941,672.00 1,002.50 1,213,456.95 6,039.42 1,799,124.00 8,688.89 2,219,055.30 7,998.59 1,132,147.97 758.51 2,197,480.00 1,388.89 521,605.31 238.88 1, 648, 715.16 7,750.00 1.05% (175,565.58) 1.04% (120,311.88) 0.84% (179,611.47) 0.33% (80,092.26) 0.87% (72,186.93) 0.33 % (77,167.04) 0.32% (88,702.85) 0.42% (88,370.76) 0.34% (69,660.51) 0.43% (154,880.74) 0.64% (162,987.71) 0.79% (265,351.29) 0.40% (152,153.46) 0.78% (299,881.81) 0.19% (62,739.53) 0.59% (209,893.69) A2 / A NR Al/A- A+ A2 / A A Al/A AA- Aaa / AA+ AAA A3/A- A Al/A AA- A1/A- AA- A1/A- AA- A2/A- A A2/A+ A Al/A+ A+ Aa3 / AA- AA- A2/A- AA- Aa2 / AA AA Aa3 / AA- AA- 1.64 1.54 1.67 1.58 1.67 1.61 1.70 1.63 1.75 1.65 1.77 1.71 1.95 1.88 2.38 1.31 2.45 1.39 2.62 2.50 2.62 2.51 2.72 2.60 2.96 2.83 2.96 2.83 2.97 2.85 3.28 3.09 35 CM 95 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Cost Value Mkt Price Market Value % of Port. Moody/S&P Maturity Book Yield Book Value Mkt YTM Accrued Int. Gain/Loss Fitch Duration 87612EBM7 808513BY0 084664CZ2 40139LBF9 023135CF1 46647PCB0 927804GH1 14913R3A3 931142EX7 89236TKJ3 023135CP9 89115A2 M 3 756109AU8 24422 E W R6 06051GGF0 Target Corp Callable Note Cont 12/15/2026 1.950% Due 01/15/2027 Charles Schwab Corp Callable Note Cont 2/3/2027 2.450% Due 03/03/2027 Berkshire Hathaway Callable Note Cont 2/15/2027 2.300% Due 03/15/2027 Guardian Life Glob Fun Note 3.246% Due 03/29/2027 Amazon.com Inc Callable Note Cont 3/13/2027 3.300% Due 04/13/2027 JP Morgan Chase & Co Callable Note Cont 4/22/2026 1.578% Due 04/22/2027 Virginia Electric Power Corp Callable Note Cont. 4/15/2027 3.750% Due 05/15/2027 1,340,000.00 585,000.00 2,295,000.00 765,000.00 1,750,000.00 500,000.00 1,000,000.00 01/19/2022 1.99% 03/01/2022 2.47% 03/07/2022 2.30% 03/24/2022 3.25% 04/25/2022 3.34% 08/23/2022 4.94% Various 3.75% 1,337,722.00 1,338,493.03 584,368.20 584,567.84 2,294,563.95 2,294,698.87 765,000.00 765,000.00 1,746,972.50 1,747,844.66 449, 845.00 461,698.21 999,773.40 999,826.17 90.31 5.19% 89.07 6.03% 91.73 4.93% 92.28 5.71% 94.09 5.15% 89.24 6.18% 94.38 5.48% 1,210,206.26 5,516.33 521,084.66 1,114.75 2,105, 281.53 2,346.00 705,936.65 137.96 1,646,576.75 26,950.00 446,216.00 3,484.75 943, 798.00 14,166.67 0.43% (128,286.77) 0.19% (63,483.18) 0.75% (189,417.34) 0.25% (59,063.35) 0.60% (101,267.91) 0.16% (15,482.21) 0.34% (56,028.17) A2 / A A A2/A- A Aa2 / AA A+ Aa 1 / AA+ NR Al/AA AA- A1/A- AA- A2 / BBB+ A 3.30 3.10 3.42 3.19 3.46 3.25 3.50 3.23 3.54 3.22 3.56 2.42 3.62 3.28 Caterpillar Financial Service Note 1,375,000.00 Various 1,357,243.75 94.35 1,297,257.50 0.46% A2 / A 3.87 3.600% Due 08/12/2027 3.89% 1,361,057.63 5.23% 6,737.50 (63,800.13) A+ 3.53 Wal-Mart Stores Callable Note Cont 09/09/2027 1,500,000.00 Various 1,498,302.30 96.50 1,447,428.00 0.52% Aa2 / AA 3.95 3.950% Due 09/09/2027 3.98% 1,498,662.11 4.94% 3,620.83 (51,234.11) AA 3.59 Toyota Motor Credit Corp Note 1,500,000.00 11/22/2022 1,479,060.00 97.28 1,459,204.50 0.52% Al / A+ 3.98 4.550% Due 09/20/2027 4.88% 1,482,748.30 5.32% 2,085.42 (23,543.80) A+ 3.57 Amazon.com Inc Callable Note Cont 11/1/2027 1,000,000.00 01/17/2023 1,014,400.00 97.93 979,309.00 0.35% Al / AA 4.17 4.550% Due 12/01/2027 4.21% 1,012,298.11 5.11% 15,166.67 (32,989.11) AA- 3.69 Toronto -Dominion Bank Note 3,000,000.00 Various 2,984,380.00 97.60 2,927,973.00 1.05% Al / A 4.28 5.156% Due 01/10/2028 5.28% 2,985,401.30 5.80% 34,803.00 (57,428.30) AA- 3.74 Realty Income Corp Callable Note Cont 10/15/2027 960,000.00 04/10/2023 910,540.80 92.12 884,314.56 0.32% A3 / A- 4.30 3.650% Due 01/15/2028 4.87% 915,432.68 5.75% 7,397.33 (31,118.12) NR 3.85 John Deere Capital Corp Note 2,000,000.00 01/23/2023 2,030,780.00 98.19 1,963,702.00 0.71% A2 / A 4.31 4.750% Due 01/20/2028 4.40% 2,026,571.20 5.22% 18,736.11 (62,869.20) A+ 3.81 Bank of America Corp Callable Note 1/20/2027 3,000,000.00 Various 2,824,349.55 92.86 2,785,920.00 1.00% Al / A- 4.31 3.824% Due 01/20/2028 5.89% 2,843,728.99 6.24% 22,625.34 (57,808.99) AA- 3.01 36 a 96 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration 06368LGV2 91324PEP3 46647PAF3 58933YBH7 78016HZS2 Bank of Montreal Callable Note Cont 1/1/2028 5.203% Due 02/01/2028 United Health Group Inc Callable Note Cont 1/15/2028 5.250% Due 02/15/2028 JP Morgan Chase & Co Callable Note 2X 5/1/2027 3.540% Due 05/01/2028 Merck & Co Callable Note Cont 4/17/2028 4.050% Due 05/17/2028 ROYAL BANK OF CANADA Note 5.200% Due 08/01/2028 TOTAL Corporate 2,000,000.00 1,500,000.00 2,000,000.00 3,500,000.00 2,500,000.00 74,760,000.00 08/17/2023 5.56% 02/21/2023 4.90% 08/16/2023 6.08% Various 4.06% 09/07/2023 5.54% 2.86% 1,972,380.00 1,973,076.87 1,522,890.00 1,520,071.98 1,854,340.00 1,858,070.52 3,497,960.40 3,498,113.35 2,464,100.00 2,464,502.02 74,845,693.48 74,507,914.68 97.61 5.83% 100.17 5.20% 91.95 6.07% 96.23 4.97% 97.33 5.84% 5.64% 1,952,168.00 17,343.33 1,502,548.50 10,062.50 1,838,990.00 29,500.00 3,367,917.00 52,762.51 2,433,272.50 25,638.89 0.70% (20,908.87) 0.54% (17,523.48) 0.66% (19,080.52) 1.22% (130,196.35) 0.88% (31,229.52) 70,490,951.82 25.26% 484,746.55 (4,016,962.86) A2 /A- AA- A2 / A+ A Al/A- AA- A1/ A+ NR Al/A AA- A1/A A+ 4.34 3.79 4.38 3.84 4.59 3.24 4.63 4.09 4.84 4.17 2.93 2.59 Money Market Fund 31846V203 First American Govt Obligation Fund Class Y TOTAL Money Market Fund 859,486.86 859,486.86 Various 4.94% 4.94% 859,486.86 859,486.86 859,486.86 859,486.86 1.00 4.94% 4.94% 859,486.86 0.00 859,486.86 0.00 0.31% 0.00 0.31% 0.00 Aaa / AAA AAA Aaa / AAA AAA 0.00 0.00 0.00 0.00 Supranational 4581XODZ8 459058JB0 4581X0DN5 459058JL8 4581X0DV7 459058KT9 Inter -American Dev Bank Note 0.500% Due 09/23/2024 Intl. Bank Recon & Development Note 0.625% Due 04/22/2025 Inter -American Dev Bank Note 0.625% Due 07/15/2025 Intl. Bank Recon & Development Note 0.500% Due 10/28/2025 Inter -American Dev Bank Note 0.875% Due 04/20/2026 Intl. Bank Recon & Development Note 3.500% Due 07/12/2028 3,680,000.00 2,260,000.00 1,685,000.00 6,000,000.00 4,615,000.00 5,000,000.00 09/15/2021 0.52% 04/15/2020 0.70% 01/13/2021 0.53% Various 0.55% 04/13/2021 0.97% Various 4.35% 3,677,276.80 3,679,110.49 2,251,253.80 2,257,274.60 1,692,329.75 1,687,914.94 5,986,632.00 5,994,150.44 4,593,863.30 4,604,211.72 4,813,059.00 4,817,937.83 95.14 5.67% 92.93 5.41% 92.23 5.23% 91.01 5.12% 90.23 4.99% 94.74 4.74% 3,501,085.76 408.89 2,100,297.10 6,238.54 1,554,011.47 2,223.26 5,460,330.00 12,750.00 4,164,239.11 18,059.39 4,737,085.01 38,402.77 1.25% (178,024.73) 0.75% (156,977.50) 0.55% (133,903.47) 1.95% (533,820.44) 1.49% (439,972.61) 1.70% (80,852.82) Aaa / AAA NR Aaa / AAA NR Aaa / AAA NR Aaa / AAA AAA Aaa / AAA AAA Aaa / AAA NR 0.98 0.95 1.56 1.51 1.79 1.74 2.08 2.01 2.56 2.46 4.79 4.30 37 CM 97 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration 45950KDD9 International Finance Corp Note 4.500% Due 07/13/2028 TOTAL Supranational US Treasury 91282CDZ1 912828ZC7 91282CED9 912828ZL7 91282CFE6 91282CAM3 91282CFP1 91282CBC4 91282CBH3 91282CBQ3 91282CBT7 91282CCF6 91282CCW9 91282CDG3 US Treasury Note 1.500% Due 02/15/2025 US Treasury Note 1.125% Due 02/28/2025 US Treasury Note 1.750% Due 03/15/2025 US Treasury Note 0.375% Due 04/30/2025 US Treasury Note 3.125% Due 08/15/2025 US Treasury Note 0.250% Due 09/30/2025 US Treasury Note 4.250% Due 10/15/2025 US Treasury Note 0.375% Due 12/31/2025 US Treasury Note 0.375% Due 01/31/2026 US Treasury Note 0.500% Due 02/28/2026 US Treasury Note 0.750% Due 03/31/2026 US Treasury Note 0.750% Due 05/31/2026 US Treasury Note 0.750% Due 08/31/2026 US Treasury Note 1.125% Due 10/31/2026 1,605,000.00 24,845,000.00 2,000,000.00 2,000,000.00 2,000,000.00 4,000,000.00 3,000,000.00 2,500,000.00 10,000,000.00 1,000,000.00 4,000,000.00 2, 500, 000.00 5,000,000.00 2,000,000.00 2,000,000.00 5,000,000.00 07/06/2023 4.53% 1.64% 05/06/2022 2.92% 03/24/2020 0.52% 03/15/2022 2.00% Various 0.38% Various 4.34% 10/16/2020 0.32% Various 4.24% 12/29/2020 0.38% 02/23/2021 0.58% 03/26/2021 0.83% Various 0.85% 06/18/2021 0.91% 08/30/2021 0.77% Various 1.25% 1,603,218.45 1,603,296.46 24,617,633.10 24,643,896.48 1,925,156.25 1,962,836.72 2,058,984.38 2,016,899.47 1,985,312.50 1,992,877.57 3,998,593.75 3,999,544.15 2,905,703.13 2,936,223.47 2,491,406.25 2,496,528.26 10,002,724.61 10,002,245.48 999,921.88 999,964.83 3,960,625.00 3,981,361.33 2,459,960.94 2,480,370.39 4,974,804.69 4,987,373.90 1,985,000.00 1,991,914.13 1,998,515.63 1,999,134.25 4,970,498.06 4,981,423.66 98.82 4.78% 5.11% 94.99 5.32% 94.39 5.28% 95.09 5.29% 92.71 5.23% 96.47 5.12% 91.00 5.04% 98.43 5.07% 90.40 4.93% 90.02 4.96% 90.03 4.92% 90.43 4.86% 89.81 4.87% 89.05 4.82% 89.60 4.79% 1,586,043.35 15,648.75 0.57% (17,253.11) 23,103,091.80 8.26% 93,731.60 (1,540,804.68) 1,899,844.00 3,831.52 1,887,812.00 1,916.21 1,901,876.00 1,538.46 3,708,280.00 6,277.18 2,894,181.00 11,973.51 2,275,000.00 17.08 9,843,360.00 196,243.17 904,023.00 947.69 3,600,780.00 2,527.17 2,250,782.50 1,064.56 4,521,485.00 102.46 1,796,172.00 5,040.98 1,781,016.00 1,277.47 4,480,080.00 23,539.40 0.68% (62,992.72) 0.67% (129,087.47) 0.68% (91,001.57) 1.32% (291,264.15) 1.03% (42,042.47) 0.81 % (221,528.26) 3.57% (158,885.48) 0.32% (95,941.83) 1.28% (380,581.33) 0.80% (229,587.89) 1.61% (465,888.90) 0.64% (195,742.13) 0.63% (218,118.25) 1.60% (501,343.66) Aaa / AAA NR Aaa / AAA AAA Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ 4.79 4.21 2.68 2.49 1.38 1.33 1.42 1.37 1.46 1.41 1.58 1.54 1.88 1.78 2.00 1.95 2.04 1.89 2.25 2.19 2.34 2.27 2.42 2.35 2.50 2.42 2.67 2.57 2.92 2.82 3.09 2.95 38 CM 98 Holdings Report City of Dublin - Account #10198 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration 912828Z78 91282CEN7 91282CEW7 91282CFM8 91282CGC9 91282CGT2 91282CHE4 91282CHQ7 US Treasury Note 1.500% Due 01/31/2027 US Treasury Note 2.750% Due 04/30/2027 US Treasury Note 3.250% Due 06/30/2027 US Treasury Note 4.125% Due 09/30/2027 US Treasury Note 3.875% Due 12/31/2027 US Treasury Note 3.625% Due 03/31/2028 US Treasury Note 3.625% Due 05/31/2028 US Treasury Note 4.125% Due 07/31/2028 TOTAL US Treasury TOTAL PORTFOLIO TOTAL MARKET VALUE PLUS ACCRUALS 4,500,000.00 7,000,000.00 9,000,000.00 10,000,000.00 10,000,000.00 7,000,000.00 4,500,000.00 9,000,000.00 108,000,000.00 294,342,265.10 Various 2.15% Various 3.55% Various 3.21% Various 3.95% Various 3.70% Various 3.58% Various 4.07% Various 4.51% 2.88% 4,367,285.16 4,407,603.46 6,761,484.38 6,816,342.07 9,018,066.41 9,010,512.87 10,074,062.50 10,061,898.12 10,078,828.13 10,067,970.09 7,014,042.96 7,012,903.14 4,412,773.44 4,416,874.18 8,848,203.13 8,849,166.12 107,291,953.18 107,471,967.66 294,051,424.88 2.66% 293,523,667.82 90.04 4.77% 93.51 4.74% 95.01 4.72% 97.92 4.70% 96.92 4.68% 95.87 4.65% 95.84 4.62% 97.84 4.63% 4.83% 4,051,759.50 11,372.28 6,545,819.00 80,557.06 8,551,053.00 73,919.84 9,791,800.00 1,127.04 9,691,800.00 97,927.99 6,710,704.00 693.31 4,312,971.00 54,820.69 8,805,942.00 62,547.55 102,206,540.00 639,262.62 1.45% (355,843.96) 2.36% (270,523.07) 3.07% (459,459.87) 3.49% (270,098.12) 3.48% (376,170.09) 2.39% (302,199.14) 1.55% (103,903.18) 3.16% (43,224.12) 36.60% (5,265,427.66) Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ Aaa / AA+ AA+ 279,473,335.74 100.00% Aa1 / AA 5.24% 1,524,241.26 (14,050,332.08) AA+ 280,997,577.00 3.34 3.18 3.58 3.31 3.75 3.44 4.00 3.64 4.25 3.83 4.50 4.09 4.67 4.18 4.84 4.30 3.30 3.04 2.89 2.46 39 CM 99 Holdings Report City of Dublin Reporting Account - Account #10219 As of September 30, 2023 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Moody/S&P Maturity Gain/Loss Fitch Duration LAIF 90LAIF$00 Local Agency Investment Fund State Pool TOTAL LAIF Local Gov Investment Pool 90CAMP$00 California Asset Mgmt Program CAMP TOTAL Local Gov Investment Pool TOTAL PORTFOLIO TOTAL MARKET VALUE PLUS ACCRUALS 26,297,089.57 26,297,089.57 82,616,317.44 82,616,317.44 108,913,407.01 Various 26,297,089.57 3.61% 26,297,089.57 26,297,089.57 3.61% 26,297,089.57 Various 82,616,317.44 5.52% 82,616,317.44 82,616,317.44 5.52% 82,616,317.44 108,913,407.01 5.06% 108,913,407.01 1.00 3.61% 3.61% 1.00 5.52% 5.52% 5.06% 26,297,089.57 222,461.84 26,297,089.57 222,461.84 82,616,317.44 0.00 82,616,317.44 0.00 108,913,407.01 222,461.84 109,135,868.85 24.30% 0.00 24.30% 0.00 75.70% 0.00 75.70% 0.00 NR / NR NR NR / NR NR NR/AAA NR NR / AAA NR 100.00% NR / AAA 0.00 NR 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 40 CM 100 Section 5 I Transactions Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description Acq/Disp Price Yield Amount Interest Pur/Sold Total Amount Gain/Loss ACQUISITIONS Purchase 07/13/2023 45950KDD9 1,605,000.00 International Finance Corp Note 99.889 4.53% 1,603,218.45 0.00 1,603,218.45 0.00 4.5% Due: 07/13/2028 Purchase 07/18/2023 05592XAD2 550,000.00 BMW Vehicle Owner Trust 2023-A A3 99.982 5.54% 549,902.54 0.00 549,902.54 0.00 5.47% Due: 02/25/2028 Purchase 07/18/2023 459058KT9 1,300,000.00 Intl. Bank Recon & Development Note 97.148 4.14% 1,262,924.00 758.33 1,263,682.33 0.00 3.5% Due: 07/12/2028 Purchase 07/21/2023 91282CHE4 2,500,000.00 US Treasury Note 97.883 4.11% 2,447,070.31 12,628.07 2,459,698.38 0.00 3.625% Due: 05/31/2028 Purchase 07/27/2023 3130AWMN7 1,500,000.00 FHLB Note 100.441 4.27% 1,506,615.00 2,916.67 1,509,531.67 0.00 4.375% Due: 06/09/2028 Purchase 07/27/2023 459058KT9 1,625,000.00 Intl. Bank Recon & Development Note 96.313 4.33% 1,565,086.25 2,369.79 1,567,456.04 0.00 3.5% Due: 07/12/2028 Purchase 07/28/2023 3137F4D41 1,000,000.00 FHLMCK074A2 95.441 5.78% 954,414.06 2,700.00 957,114.06 0.00 3.6% Due: 01/25/2028 Purchase 08/18/2023 46647PAF3 2,000,000.00 JP Morgan Chase & Co Callable Note 2X 5/1/2027 92.717 6.08% 1,854,340.00 21,043.33 1,875,383.33 0.00 3.54% Due: 05/01/2028 Purchase 08/21/2023 06368LGV2 2,000,000.00 Bank of Montreal Callable Note Cont 1/1/2028 98.619 5.56% 1,972,380.00 5,781.11 1,978,161.11 0.00 5.203% Due: 02/01/2028 Purchase 08/31/2023 91282CHQ7 1,000,000.00 US Treasury Note 99.227 4.30% 992,265.63 3,474.86 995,740.49 0.00 4.125% Due: 07/31/2028 Purchase 09/08/2023 459058KT9 2,075,000.00 Intl. Bank Recon & Development Note 95.665 4.51% 1,985,048.75 11,297.22 1,996,345.97 0.00 3.5% Due: 07/12/2028 Purchase 09/11/2023 78016HZS2 2,500,000.00 ROYAL BANK OF CANADA Note 98.564 5.54% 2,464,100.00 18,416.67 2,482,516.67 0.00 5.2% Due: 08/01/2028 Purchase 09/12/2023 91282CHQ7 3,000,000.00 US Treasury Note 98.637 4.44% 2,959,101.56 14,459.92 2,973,561.48 0.00 4.125% Due: 07/31/2028 Purchase 09/15/2023 161571HT4 3,090,000.00 Chase Issuance Trust 23-Al A 99.972 5.23% 3,089,143.45 0.00 3,089,143.45 0.00 5.16% Due: 09/15/2028 Purchase 09/21/2023 91282CHQ7 2,000,000.00 US Treasury Note 98.176 4.55% 1,963,515.63 11,657.61 1,975,173.24 0.00 4.125% Due: 07/31/2028 42 CM 102 Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Type Settlement Date CUSIP Quantit Security Descrip '. . Price Acq/Disp Yield Amount Interest Total Amount Gain/Loss Pur/Sold Purchase Subtotal 09/26/2023 TOTAL ACQUISITIONS 91282CHQ7 3,000,000.00 US Treasury Note 4.125% Due: 07/31/2028 30,745,000.00 30,745,000.00 97.777 4.64% 2,933,320.31 19,167.80 2,952,488.11 30,102,445.94 126,671.38 30,229,117.32 30,102,445.94 126,671.38 30,229,117.32 0.00 0.00 0.00 DISPOSITIONS Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Subtotal 07/17/2023 3130A0F70 5,000,000.00 07/18/2023 023135BW5 865,000.00 09/07/2023 912828YH7 2,000,000.00 09/11/2023 78013XZU5 2,500,000.00 09/11/2023 9128283J7 1,500,000.00 09/11/2023 912828YH7 1,500,000.00 09/12/2023 9128283J7 1,500,000.00 09/12/2023 912828ZC7 1,500,000.00 09/21/2023 3135G0V34 2,000,000.00 09/26/2023 3130A1XJ2 1,695,000.00 20,060,000.00 FHLB Note 3.375% Due: 12/08/2023 Amazon.com Inc Note 0.45% Due: 05/12/2024 US Treasury Note 1.5% Due: 09/30/2024 Royal Bank of Canada Note 2.55% Due: 07/16/2024 US Treasury Note 2.125% Due: 11/30/2024 US Treasury Note 1.5% Due: 09/30/2024 US Treasury Note 2.125% Due: 11/30/2024 US Treasury Note 1.125% Due: 02/28/2025 FNMA Note 2.5% Due: 02/05/2024 FHLB Note 2.875% Due: 06/14/2024 99.191 2.73% 4,959,550.00 18,281.25 4,977,831.25 -52,304.30 96.003 0.50% 830,425.95 713.63 831,139.58 -34,229.52 95.988 1.65% 1,919,765.63 13,114.75 1,932,880.38 -77,088.51 97.253 2.28% 2,431,325.00 9,739.58 2,441,064.58 -74,146.69 96.242 1.76% 1,443,632.81 8,970.29 1,452,603.10 -62,726.39 96.059 1.65% 1,440,878.91 10,081.97 1,450,960.88 -56,785.94 96.234 1.76% 1,443,515.63 9,057.38 1,452,573.01 -62,829.30 94.277 0.52% 1,414,160.16 556.32 1,414,716.48 -98,981.14 98.874 2.58% 1,977,480.00 6,388.89 1,983,868.89 -21,937.96 98.123 1.96% 1,663,184.85 13,807.19 1,676,992.04 -42,319.33 19,523,918.94 90,711.25 19,614,630.19 -583,349.08 43 CM 103 Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Type Settlement Date CUSIP Quantity Security Description Acq/Disp Price Yield Amount Interest Pur/Sold Total Amount Gain/Loss Call 07/23/2023 46647PAU0 Subtotal Maturity 08/11/2023 06406RAJ6 Subtotal 2,500,000.00 JP Morgan Chase & Co Callable Note 1X 7/23/2023 100.000 Due: 07/23/2024 2,500,000.00 1, 200, 000.00 1,200,000.00 TOTAL DISPOSITIONS 23,760,000.00 Bank of NY Mellon Corp Note 3.45% Due: 08/11/2023 100.000 2.35% 2,500,000.00 2,500,000.00 1,200,000.00 1,200,000.00 0.00 0.00 0.00 2,500,000.00 2,500,000.00 1, 200, 000.00 0.00 1,200,000.00 0.00 0.00 0.00 0.00 23,223,918.94 90,711.25 23,314,630.19 -583,349.08 44 CM 104 Transaction Ledger City of Dublin Reporting Account - Account #10219 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description c Price Aq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss ACQUISITIONS Purchase 07/15/2023 90LAIF$00 204,860.61 Purchase 07/31/2023 90CAMP$00 425,172.48 Purchase 08/31/2023 90CAMP$00 392,308.67 Purchase 09/29/2023 90CAMP$00 372,957.34 Local Agency Investment Fund State Pool California Asset Mgmt Program CAMP California Asset Mgmt Program CAMP California Asset Mgmt Program CAMP 1.000 3.26% 204,860.61 0.00 204,860.61 1.000 5.43% 425,172.48 0.00 425,172.48 1.000 5.54% 392,308.67 0.00 392,308.67 1.000 5.54% 372,957.34 0.00 372,957.34 Subtotal 1,395,299.10 Security 07/11/2023 90CAMP$00 4,000,000.00 California Asset Mgmt Program CAMP 1.000 Contribution Security 09/07/2023 90CAMP$00 4,500,000.00 California Asset Mgmt Program CAMP 1.000 Contribution Subtotal 8,500,000.00 TOTAL ACQUISITIONS 9,895,299.10 0.00 0.00 0.00 0.00 1,395,299.10 0.00 1,395,299.10 0.00 4,000,000.00 0.00 4,000,000.00 0.00 4,500,000.00 0.00 4,500,000.00 0.00 8,500,000.00 0.00 8,500,000.00 0.00 9,895,299.10 0.00 9,895,299.10 0.00 DISPOSITIONS Security 07/18/2023 90CAMP$00 7,000,000.00 California Asset Mgmt Program CAMP 1.000 7,000,000.00 0.00 7,000,000.00 0.00 Withdrawal Security 08/02/2023 90CAMP$00 550,000.00 California Asset Mgmt Program CAMP 1.000 550,000.00 0.00 550,000.00 0.00 Withdrawal Security 08/08/2023 90CAMP$00 5,500,000.00 California Asset Mgmt Program CAMP 1.000 5,500,000.00 0.00 5,500,000.00 0.00 Withdrawal Security 08/17/2023 90CAMP$00 6,300,000.00 California Asset Mgmt Program CAMP 1.000 6,300,000.00 0.00 6,300,000.00 0.00 Withdrawal Security 08/22/2023 90CAMP$00 1,700,000.00 California Asset Mgmt Program CAMP 1.000 1,700,000.00 0.00 1,700,000.00 0.00 Withdrawal 45 CM 105 Transaction Ledger City of Dublin Reporting Account - Account #10219 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Total Amount Gain/Loss Pur/Sold Security Withdrawal Subtotal TOTAL DISPOSITIONS 09/20/2023 90CAM P$00 700,000.00 California Asset Mgmt Program CAMP 21,750,000.00 21,750,000.00 1.000 700,000.00 21,750,000.00 0.00 700, 000.00 0.00 0.00 21,750,000.00 0.00 21,750,000.00 0.00 21,750,000.00 0.00 46 Q 106 Important Disclosures 2023 Chandler Asset Management, Inc, An Independent Registered Investment Adviser. As of September 30, 2023 Information contained herein is confidential. Prices are provided by ICE Data Services Inc ("IDS"), an independent pricing source. In the event IDS does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A. Performance results are presented gross -of -advisory fees and represent the client's Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio. Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index. Source ICE Data Indices, LLC ("ICE"), used with permission. ICE permits use of the ICE indices and related data on an "as is" basis; ICE, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE data, its affiliates or their respective third party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an "as is" basis and licensee's use it at licensee's own risk. ICE data, its affiliates and their respective third party do not sponsor, endorse, or recommend chandler asset management, or any of its products or services. This report is provided for informational purposes only and should not be construed as a specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of publication, but may become outdated or superseded at any time without notice. Any opinions or views expressed are based on current market conditions and are subject to change. This report may contain forecasts and forward -looking statements which are inherently limited and should not be relied upon as indicator of future results. Past performance is not indicative of future results. This report is not intended to constitute an offer, solicitation, recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a substitute for the exercise of their own judgment. Fixed income investments are subject to interest, credit and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates. Ratings information have been provided by Moody's, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy. Security level ratings for U.S. Agency issued mortgage -backed securities ("MBS") reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest and carries a AA+/Aaa/AAA by S&P, Moody's and Fitch respectively. Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account. 47 CM 107 Benchmark Disclosures As of September 30, 2023 ICE BofA 1-5 Yr US Treasury & Agency Index* The ICE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody's, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies. The ICE BofA 1-3 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody's, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than three years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies. 48 C��#;. 108 Attachment 2 Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description Acq/Disp Price Yield Amount Interest Pur/Sold Total Amount Gain/Loss ACQUISITIONS Purchase 07/13/2023 45950KDD9 1,605,000.00 International Finance Corp Note 99.889 4.53% 1,603,218.45 0.00 1,603,218.45 0.00 4.5% Due: 07/13/2028 Purchase 07/18/2023 05592XAD2 550,000.00 BMW Vehicle Owner Trust 2023-A A3 99.982 5.54% 549,902.54 0.00 549,902.54 0.00 5.47% Due: 02/25/2028 Purchase 07/18/2023 459058KT9 1,300,000.00 Intl. Bank Recon & Development Note 97.148 4.14% 1,262,924.00 758.33 1,263,682.33 0.00 3.5% Due: 07/12/2028 Purchase 07/21/2023 91282CHE4 2,500,000.00 US Treasury Note 97.883 4.11% 2,447,070.31 12,628.07 2,459,698.38 0.00 3.625% Due: 05/31/2028 Purchase 07/27/2023 3130AWMN7 1,500,000.00 FHLB Note 100.441 4.27% 1,506,615.00 2,916.67 1,509,531.67 0.00 4.375% Due: 06/09/2028 Purchase 07/27/2023 459058KT9 1,625,000.00 Intl. Bank Recon & Development Note 96.313 4.33% 1,565,086.25 2,369.79 1,567,456.04 0.00 3.5% Due: 07/12/2028 Purchase 07/28/2023 3137F4D41 1,000,000.00 FHLMCK074A2 95.441 5.78% 954,414.06 2,700.00 957,114.06 0.00 3.6% Due: 01/25/2028 Purchase 08/18/2023 46647PAF3 2,000,000.00 JP Morgan Chase & Co Callable Note 2X 5/1/2027 92.717 6.08% 1,854,340.00 21,043.33 1,875,383.33 0.00 3.54% Due: 05/01/2028 Purchase 08/21/2023 06368LGV2 2,000,000.00 Bank of Montreal Callable Note Cont 1/1/2028 98.619 5.56% 1,972,380.00 5,781.11 1,978,161.11 0.00 5.203% Due: 02/01/2028 Purchase 08/31/2023 91282CHQ7 1,000,000.00 US Treasury Note 99.227 4.30% 992,265.63 3,474.86 995,740.49 0.00 4.125% Due: 07/31/2028 Purchase 09/08/2023 459058KT9 2,075,000.00 Intl. Bank Recon & Development Note 95.665 4.51% 1,985,048.75 11,297.22 1,996,345.97 0.00 3.5% Due: 07/12/2028 Purchase 09/11/2023 78016HZS2 2,500,000.00 ROYAL BANK OF CANADA Note 98.564 5.54% 2,464,100.00 18,416.67 2,482,516.67 0.00 5.2% Due: 08/01/2028 Purchase 09/12/2023 91282CHQ7 3,000,000.00 US Treasury Note 98.637 4.44% 2,959,101.56 14,459.92 2,973,561.48 0.00 4.125% Due: 07/31/2028 Purchase 09/15/2023 161571HT4 3,090,000.00 Chase Issuance Trust 23-Al A 99.972 5.23% 3,089,143.45 0.00 3,089,143.45 0.00 5.16% Due: 09/15/2028 Purchase 09/21/2023 91282CHQ7 2,000,000.00 US Treasury Note 98.176 4.55% 1,963,515.63 11,657.61 1,975,173.24 0.00 4.125% Due: 07/31/2028 42 CM 109 Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Type Settlement Date CUSIP Quantit Security Descrip '. . Price Acq/Disp Yield Amount Interest Total Amount Gain/Loss Pur/Sold Purchase Subtotal 09/26/2023 TOTAL ACQUISITIONS 91282CHQ7 3,000,000.00 US Treasury Note 4.125% Due: 07/31/2028 30,745,000.00 30,745,000.00 97.777 4.64% 2,933,320.31 19,167.80 2,952,488.11 30,102,445.94 126,671.38 30,229,117.32 30,102,445.94 126,671.38 30,229,117.32 0.00 0.00 0.00 DISPOSITIONS Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Subtotal 07/17/2023 3130A0F70 5,000,000.00 07/18/2023 023135BW5 865,000.00 09/07/2023 912828YH7 2,000,000.00 09/11/2023 78013XZU5 2,500,000.00 09/11/2023 9128283J7 1,500,000.00 09/11/2023 912828YH7 1,500,000.00 09/12/2023 9128283J7 1,500,000.00 09/12/2023 912828ZC7 1,500,000.00 09/21/2023 3135G0V34 2,000,000.00 09/26/2023 3130A1XJ2 1,695,000.00 20,060,000.00 FHLB Note 3.375% Due: 12/08/2023 Amazon.com Inc Note 0.45% Due: 05/12/2024 US Treasury Note 1.5% Due: 09/30/2024 Royal Bank of Canada Note 2.55% Due: 07/16/2024 US Treasury Note 2.125% Due: 11/30/2024 US Treasury Note 1.5% Due: 09/30/2024 US Treasury Note 2.125% Due: 11/30/2024 US Treasury Note 1.125% Due: 02/28/2025 FNMA Note 2.5% Due: 02/05/2024 FHLB Note 2.875% Due: 06/14/2024 99.191 2.73% 4,959,550.00 18,281.25 4,977,831.25 -52,304.30 96.003 0.50% 830,425.95 713.63 831,139.58 -34,229.52 95.988 1.65% 1,919,765.63 13,114.75 1,932,880.38 -77,088.51 97.253 2.28% 2,431,325.00 9,739.58 2,441,064.58 -74,146.69 96.242 1.76% 1,443,632.81 8,970.29 1,452,603.10 -62,726.39 96.059 1.65% 1,440,878.91 10,081.97 1,450,960.88 -56,785.94 96.234 1.76% 1,443,515.63 9,057.38 1,452,573.01 -62,829.30 94.277 0.52% 1,414,160.16 556.32 1,414,716.48 -98,981.14 98.874 2.58% 1,977,480.00 6,388.89 1,983,868.89 -21,937.96 98.123 1.96% 1,663,184.85 13,807.19 1,676,992.04 -42,319.33 19,523,918.94 90,711.25 19,614,630.19 -583,349.08 43 CM 110 Transaction Ledger City of Dublin - Account #10198 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description Acq/Disp Price Yield Amount Interest Pur/Sold Total Amount Gain/Loss Call Subtotal 07/23/2023 46647PAU0 2,500,000.00 JP Morgan Chase & Co Callable Note 1X 7/23/2023 100.000 Due: 07/23/2024 2,500,000.00 Maturity 08/11/2023 06406RAJ6 1,200,000.00 Bank of NY Mellon Corp Note 3.45% Due: 08/11/2023 Subtotal 1,200,000.00 TOTAL DISPOSITIONS 23,760,000.00 100.000 2.35% 2,500,000.00 2,500,000.00 1,200,000.00 0.00 0.00 0.00 1,200,000.00 0.00 2,500,000.00 2,500,000.00 1, 200, 000.00 0.00 0.00 0.00 1,200,000.00 0.00 23,223,918.94 90,711.25 23,314,630.19 -583,349.08 44 CA 111 Transaction Ledger City of Dublin Reporting Account - Account #10219 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description c Price Aq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss ACQUISITIONS Purchase 07/15/2023 90LAIF$00 204,860.61 Purchase 07/31/2023 90CAMP$00 425,172.48 Purchase 08/31/2023 90CAMP$00 392,308.67 Purchase 09/29/2023 90CAMP$00 372,957.34 Local Agency Investment Fund State Pool California Asset Mgmt Program CAMP California Asset Mgmt Program CAMP California Asset Mgmt Program CAMP 1.000 3.26% 204,860.61 0.00 204,860.61 1.000 5.43% 425,172.48 0.00 425,172.48 1.000 5.54% 392,308.67 0.00 392,308.67 1.000 5.54% 372,957.34 0.00 372,957.34 Subtotal 1,395,299.10 Security 07/11/2023 90CAMP$00 4,000,000.00 California Asset Mgmt Program CAMP 1.000 Contribution Security 09/07/2023 90CAMP$00 4,500,000.00 California Asset Mgmt Program CAMP 1.000 Contribution Subtotal 8,500,000.00 TOTAL ACQUISITIONS 9,895,299.10 0.00 0.00 0.00 0.00 1,395,299.10 0.00 1,395,299.10 0.00 4,000,000.00 0.00 4,000,000.00 0.00 4,500,000.00 0.00 4,500,000.00 0.00 8,500,000.00 0.00 8,500,000.00 0.00 9,895,299.10 0.00 9,895,299.10 0.00 DISPOSITIONS Security 07/18/2023 90CAMP$00 7,000,000.00 California Asset Mgmt Program CAMP 1.000 7,000,000.00 0.00 7,000,000.00 0.00 Withdrawal Security 08/02/2023 90CAMP$00 550,000.00 California Asset Mgmt Program CAMP 1.000 550,000.00 0.00 550,000.00 0.00 Withdrawal Security 08/08/2023 90CAMP$00 5,500,000.00 California Asset Mgmt Program CAMP 1.000 5,500,000.00 0.00 5,500,000.00 0.00 Withdrawal Security 08/17/2023 90CAMP$00 6,300,000.00 California Asset Mgmt Program CAMP 1.000 6,300,000.00 0.00 6,300,000.00 0.00 Withdrawal Security 08/22/2023 90CAMP$00 1,700,000.00 California Asset Mgmt Program CAMP 1.000 1,700,000.00 0.00 1,700,000.00 0.00 Withdrawal 45 CM 112 Transaction Ledger City of Dublin Reporting Account - Account #10219 June 30, 2023 through September 30, 2023 As of September 30, 2023 Transaction Settlement Type Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Total Amount Gain/Loss Pur/Sold Security Withdrawal Subtotal TOTAL DISPOSITIONS 09/20/2023 90CAM P$00 700,000.00 California Asset Mgmt Program CAMP 21,750,000.00 21,750,000.00 1.000 700,000.00 21,750,000.00 0.00 700, 000.00 0.00 0.00 21,750,000.00 0.00 21,750,000.00 0.00 21,750,000.00 0.00 46 Q 113 Agenda Item 5.6 r !fit STAFF REPORT DUBLIN CITY COUNCIL CALIFORNIA DATE: TO: FROM: SU B,ECT : November 7, 2023 Honorable Mayor and City Councilmembers Linda Smith, City Manager Pancreatic Cancer Awareness Month Proclamation Prepared by: Marissa Clevenger, Administrative Technician EXECUTIVE SUMMARY: The City Council will consider the Pancreatic Cancer Awareness Month proclamation. STAFF RECOMMENDATION: Approve the proclamation. FINANCIAL IMPACT: None. DESCRIPTION: Pancreatic Cancer Awareness Month has grown into a global movement that seeks to improve early detection, support patients and their families, and advance research to find more effective treatments for this challenging disease. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Pancreatic Cancer Awareness Month Proclamation Page 1 of 1 114 Attachment I A PROCLAMATION OF THE CITY COUNCIL CITY OF DUBLIN, CALIFORNIA "Pancreatic Cancer Awareness Month" WHEREAS, in 2023 an estimated 64,05o Americans will be diagnosed with pancreatic cancer in the U.S., and more than 50,550 will die from the disease; and WHEREAS, pancreatic cancer has the highest mortality rate of all major cancers, and is the least understood. It is currently the third leading cause of cancer -related death in the United States after lung and colon cancers and is expected to become the second by 2030; and WHEREAS, for all stages of pancreatic cancer combined, the five-year relative survival rate is only 12%. For the small percentage (15%) of people diagnosed with local disease, the five-year survival rate is 44%; and WHEREAS, symptoms for pancreatic cancer may include weight loss, abdominal discomfort, back pain, development of type 2 diabetes and some tumors, and jaundice; and WHEREAS, on World Pancreatic Cancer Day, November 16, 2023, communities and organizations around the world recognize pancreatic cancer and seek to improve early detection, support patients and their families, and advance research to find more effective treatments for this challenging disease. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby proclaims November 2023 as Pancreatic Cancer Awareness Month in Dublin and encourages citizens to increase their awareness about pancreatic cancer and the research into early detection, causes, and effective treatments. DATED: November 7, 2023 Mayor Melissa Hernan ez Vice Mayor Michael McCorriston 2kjuyvlkt uncilmember S1krry Hu ouncilmemb an Jost Councilmeynber Kashef Qaadri 115 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 7.1 SU B.ECT: Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing), Improvement Area No. 5 and Approving Form of and Execution of Related Documents Prepared by: JayBaksa, Finance Director EXECUTIVE SUMMARY: The City Council will consider the fifth phase of special tax bond financing for Community Facilities District No. 2015-1 (Dublin Crossing) and the use of the bond sale proceeds to finance authorized public capital facilities and public capital facility impact fees. The item for consideration is a Resolution authorizing issuance of the 2023 special tax bonds and approving the forms and execution of related bond documents. STAFF RECOMMENDATION: Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5; Approving the Form and Authorizing the Execution of a Fiscal Agent Agreement, a Purchase Contract and a Continuing Disclosure Certificate and Authorizing the Sale and Delivery of Special Tax Bonds Pursuant to Said Purchase Contract; Approving the Form and Delivery of a Preliminary Official Statement and the Preparation and Distribution of a Final Official Statement to be Derived From the Preliminary Official Statement; and Approving Execution and Delivery of Other Documents and Taking of Actions as Necessary to Implement the Issuance, Sale and Delivery of the Bonds. FINANCIAL IMPACT: There is no financial impact on City funds. All costs of bond issuance, including bond and disclosure counsel services, will be covered by bond proceeds. The bonds are payable solely from special taxes levied on property within Improvement Area No. 5 of the CFD. Page 1 of 4 116 DESCRIPTION: This Staff Report discusses the required actions for City Council consideration to proceed with the issuance, sale, and delivery of the fifth series of bonds for Community Facilities District No. 2015-1 (Dublin Crossing) and the disbursement of bond sale proceeds to finance the previously authorized public capital facilities upon completion and public capital facility fees relating to the development project initially known as Dublin Crossing but since renamed Boulevard. Background On June 2, 2015, the City Council adopted Resolution No. 96-15, forming the Community Facilities District (CFD) and identifying the public capital facilities and public capital facility impact fees to be financed by the CFD. On the same date, the City Council adopted Resolution No. 97- 15, deeming it necessary to incur indebtedness (in the form of bonds) to provide the authorized financing. The financing program has been structured to take place in phases related to designated subareas of the CFD, known as Improvement Areas. The first phase related to Improvement Area No. 1, a portion of which was the subject of the annexation proceedings completed by the recording on June 26, 2017, of Annexation Map No. 1, approved by Resolution No. 93-17, adopted by the City Council on June 20, 2017. The City Council approved by Resolution No. 101-17, adopted by the City Council on July 18, 2017, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 1, and consists of 469 planned residential units. The amount of the Improvement Area No.1 bonds issued was $32,740,000. All of the Improvement Area No. 1 bond proceeds have been spent. The second phase, Improvement Area No. 2, consists of 492 residential units, which have all been sold to individual homeowners. The City Council approved by Resolution No. 118-18, adopted by the City Council on November 18, 2018, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 2. The amount of the Improvement Area No. 2 bonds issued was $37,745,000. All of the Improvement Area No. 2 bond proceeds have been spent. The third phase, Improvement Area No. 3, consists of 287 planned residential units constructed, under construction or to be constructed, as of October 1, 2023, 143 of the homes have been sold to individual homeowners. The City Council approved by Resolution No. 96-21, adopted by the City Council on July 20, 2021, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 3. The amount of the Improvement Area No. 3 bonds issued was $26,000,000. All of the Improvement Area No. 3 bond proceeds have been spent. The fourth phase, Improvement Area No. 4, consists of 266 planned residential units under construction or to be constructed, as of October 1, 2023, 50 of the homes have been sold to individual homeowners. The City Council approved by Resolution No. 116-22, adopted on September 20, 2022, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 4. The amount of the Improvement Area No. 4 bonds issued was $21,720,000. Approximately $50,319 of the Improvement Area No. 4 bond proceeds remain unspent and are anticipated to be spent this year. Page 2 of 4 117 The fifth phase, Improvement Area No. 5, consists of 244 planned residential units under construction or to be constructed. Presently, three residential units have closed to homeowners, 96 units are under construction, and 145 units will be constructed in the future. The estimated value of the property securing the repayment of special taxes is $111,070,000 per the appraisal report prepared for the City by Integra Realty Resources. This provides an estimated Value -to - Lien Ratio of 6.53:1 based on the estimated $17,005,000 par amount of bonds to be issued. Adoption of the attached resolution (Attachment 1) will approve the issuance of bonds secured by and repaid from the proceeds of special taxes levied on taxable parcels in Improvement Area No. 5. Authorizing Issuance of Bonds and Approving Related Documents (Attachment 1-4) Attachment 1 authorizes the issuance of a not -to -exceed amount of $18,750,000 in bonds for Improvement Area No. 5 to provide financing for a portion of the costs and expenses of authorized CFD public improvements. Despite this authorization, based on the current interest rates, plus a 25 basis point cushion, it is estimated that $17,005,000 in bonds will be issued. Attachment 1 also approves the following related documents: • The Fiscal Agent Agreement (Attachment 2), between the City and U.S. Bank National Association, as Fiscal Agent, which provides the form of the bonds and provides for the administration of both the bond sale proceeds and the special tax proceeds from which the bonds will be repaid. • The Purchase Contract (Attachment 3), between the City and Piper Sandler provides for the sale of the bonds by the City to the underwriter for resale to ultimate purchasers. Due to changes in key personnel, staff replaced Hilltop Securities with Piper Sandler as the Underwriter for the Improvement Area No. 5 bond sale based on their extensive experience underwriting non -rated CFD Bonds. • The Preliminary Official Statement (Attachment 4), which provides certain information about the City, CFD No. 2015-1, Improvement Area No. 5, and the owners and developers of the property in Improvement Area No. 5 to enable prospective purchasers of the bonds to make an informed investment decision. • The Continuing Disclosure Certificate (Attachment 4, Appendix G-1), which prescribes the terms and conditions under which the City, as issuer of the bonds, will provide annual disclosure reports containing information about the CFD and Improvement Area No. 5 for the benefit of the bond holders, in satisfaction of requirements of federal securities laws, together with notice of certain prescribed events (the Listed Events) if such events occur. City Council Actions Needed Approval of the attached resolution and financing documents (Attachments 1-4) will complete the items discussed in this Staff Report and enable the working group, which consists of City Staff, the developers, and the City's financial consultants to proceed with issuance, sale, and delivery of the bonds. Page 3 of 4 118 Once approved, the working group anticipates posting the Preliminary Official Statement to potential investors on November 8, 2023, pricing the bonds in mid -November, and closing the bonds in early December. At that time, bond proceeds will be available to reimburse the developer for costs incurred. Senate Bill 450 Analysis Senate Bill 450, effective January 1, 2018, requires that the Council be furnished with a good faith estimate of (i) the true interest cost of the bonds (the rate necessary to discount the amounts payable on the payment dates to the purchase price received); (ii) the finance charge (the sum of all fees and charges paid to third parties); (iii) the amount of proceeds received by the issuer (the gross proceeds less the finance charges and any reserves or capitalized interest funded by the bonds); and (iv) the total payment amount (the total of all debt service payments to maturity plus fees and charges not paid from bond proceeds). For these bonds, the estimates are as follows: (i) true interest cost: 6.31%; (ii) finance charge: $717,538; (iii) net proceeds $13,888,931; and (iv) total payment amount: $38,926,756. The public shall have access to these estimates. These amounts are good faith estimates provided by the City's Underwriter, Piper Sandler, based on a projected par amount of bonds of $17,005,000, less original issue discount of $249,950, given market conditions as of October 23, 2023 plus 25 basis points; the actual amounts are determined when the bonds are priced and will vary from these estimates. STRATEGIC PLAN INITIATIVE: Strategic Objective 3a: Explore use of funding mechanisms like community facilities districts for capital and ongoing maintenance needs. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 2) Fiscal Agent Agreement 3) City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2023 Purchase Contract 4) Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1 Page 4 of 4 119 Attachment I RESOLUTION NO. XX — 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF THE CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING), IMPROVEMENT AREA NO. 5; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING THE SALE AND DELIVERY OF SPECIAL TAX BONDS PURSUANT TO SAID PURCHASE CONTRACT; APPROVING THE FORM AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND THE PREPARATION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT TO BE DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AND APPROVING EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND TAKING OF ACTIONS AS NECESSARY TO IMPLEMENT THE ISSUANCE, SALE AND DELIVERY OF THE BONDS WHEREAS, the City Council (the "City Council") of the City of Dublin (the "City") has previously conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to form the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1") and a "Future Annexation Area" which has been the subject of annexations into CFD No. 2015-1 from time to time, to authorize the levy of special taxes upon the land within prescribed improvement areas of CFD No. 2015-1 (the "Special Taxes"), and to issue special tax bonds for the improvement areas of CFD No. 2015-1 secured thereby for the purpose of financing all or a portion of the cost and expense of certain authorized public capital facilities and capital facility impact fees (the "Authorized CFD Public Improvements"); and WHEREAS, Resolution No. 96-15, adopted by the City Council on June 2, 2015 (the "Resolution of Formation"), among other things, authorized the financing of the Authorized CFD Public Improvements via the levy of the Special Taxes upon the taxable property within each of five improvement areas of CFD No. 2015-1 (including Improvement Area No. 5); and WHEREAS, the owners of all the land in Improvement Area No. 5 of CFD No. 2015-1 have delivered to the City the unanimous approvals required to officially annex Improvement Area No. 5 into CFD No. 2015-1, to levy the Special Tax within Improvement Area No. 5 and to incur bonded indebtedness for Improvement Area No. 5 in the maximum principal amount of $25,515,000; and WHEREAS, by this Resolution (this "Resolution"), in order to provide financing for a portion of the costs and expenses of Authorized CFD Public Improvements, the City Council, acting on behalf of CFD No. 2015-1, desires to provide for the issuance, sale and delivery of its City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "2023 Bonds"); and WHEREAS, there has been submitted to the City Council for consideration at this meeting forms of the following documents: (a) a Fiscal Agent Agreement (the "Fiscal Agent Agreement"), between the City, for and on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5, and U.S. Bank Trust Company, National Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 1 of 4 120 Association, as fiscal agent (the "Fiscal Agent"), providing for the issuance, execution, delivery and administration of the 2023 Bonds upon the security of and payable solely from the proceeds of the Special Taxes levied in Improvement Area No. 5 and certain prescribed portions of the proceeds of sale of the 2023 Bonds; (b) a Purchase Contract (the "Purchase Contract"), between the City and Piper Sandler & Co., as underwriter (the "Underwriter"), providing for the sale by the City and the purchase by the Underwriter of the 2023 Bonds; (c) a Continuing Disclosure Certificate (the "Continuing Disclosure Certificate"), by which the City agrees to provide an annual report providing certain information relating to the 2023 Bonds as described therein; and (d) a Preliminary Official Statement (the "Preliminary Official Statement"), providing certain information about the City, CFD No. 2015-1, Improvement Area No. 5, and the owners and developers of the property in Improvement Area No. 5 to enable prospective purchasers of the 2023 Bonds to make an informed investment decision; and WHEREAS, the City Council wishes by this Resolution to approve the forms of the Fiscal Agent Agreement, Purchase Contract and Continuing Disclosure Certificate and to authorize the City Manager, Assistant City Manager and Finance Director (each, an "Authorized Officer"), each acting individually or together, to execute and deliver each such document, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or Bond Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds; and WHEREAS, the City Council further wishes by this Resolution to approve the Preliminary Official Statement and to authorize and direct the delivery thereof to the Underwriter, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds, and to authorize and direct the preparation, execution and delivery of a final Official Statement to be derived therefrom; and WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the 2023 Bonds as contemplated by this Resolution and the execution and delivery of the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. Without limiting the generality of the foregoing, the City Council hereby finds and determines that the 2023 Bonds and the authorized applications of the proceeds of sale thereof are in compliance with the City's Local Goals and Policies Concerning Use of the Mello -Roos Community Facilities Act of 1982. 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 the City Council hereby so finds and determines. Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 2 of 4 121 Section 2. The City Council hereby authorizes the issuance of the 2023 Bonds pursuant to the Act, this Resolution and the Fiscal Agent Agreement in an aggregate principal amount to be set forth in the Purchase Contract, subject to the limitations provided in Section 4 hereof. The 2023 Bonds shall be issued as the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023," or similar designation. The 2023 Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. Section 3. The City Council hereby approves the Fiscal Agent Agreement, the Purchase Contract and the Continuing Disclosure Certificate in the respective forms presented. Each Authorized Officer is hereby authorized and directed to execute each of these three agreements, for and in the name and on behalf of the City, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Bond Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds. The City Council hereby authorizes the performance by the City and its officers and employees of the duties and obligations imposed upon the City and its officers and employees under the terms of each of the three agreements. Without limiting the generality of the foregoing, the City shall coordinate with the Fiscal Agent to apply the proceeds of the 2023 Bonds for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. Section 4. Each Authorized Officer is hereby authorized and directed to accept the offer of the Underwriter to purchase the 2023 Bonds as set forth in the Purchase Contract, as executed by the Underwriter and by the Authorized Officer executing the same, for and in the name and on behalf of the City; provided, that (a) the aggregate principal amount of the 2023 Bonds shall not exceed $18,750,000, which is the maximum authorized indebtedness limit for Improvement Area No. 5 of CFD 2015-1, and (b) the Underwriter's discount on the 2023 Bonds does not exceed 0.95% of the par amount, and the true interest cost does not exceed 7.25%. As required by Section 53345.8 of the Act, the City Council finds and determines that the value of the real property subject to the special tax in Improvement Area No. 5 of CFD 2015-1 is at least three times the maximum principal amount of the 2023 Bonds to be issued under the Fiscal Agent Agreement and the principal amount of all other bonds that are secured by a special tax levied pursuant to the Act or a special assessment on property within Improvement Area No. 5. The City Council further finds and determines that the sale of the 2023 Bonds to the Underwriter by negotiated sale will result in a lower overall interest cost to the City and Improvement Area No. 5 of CFD 2015-1. Section 5. The City Council hereby approves the Preliminary Official Statement in the form presented. Each Authorized Officer is hereby authorized and directed to approve changes to the Preliminary Official Statement prior to its dissemination to the Underwriter and prospective investors, and to execute and deliver a final Official Statement (the "Official Statement") to be derived from the Preliminary Official Statement, for and in the name and on behalf of the City, with such changes or additions thereto as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds. The City Council hereby authorizes the Underwriter to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the 2023 Bonds and to deliver copies of the Official Statement to all actual purchasers of the 2023 Bonds. Each Authorized Officer is hereby authorized and directed to execute a certificate or certificates to the effect that the Preliminary Official Statement is deemed "final" for purposes of Rule 15c2- 12 of the Securities Exchange Act of 1934 as of its date of distribution. Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 3 of 4 122 Section 6. The City hereby covenants, for the benefit of the owners of the 2023 Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a Special Tax within Improvement Area No. 5 for the payment of interest or principal of the 2023 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 7. The 2023 Bonds, when executed by the prescribed officers of the City, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2023 Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the 2023 Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by an Authorized Officer, which instructions each Authorized Officer is hereby authorized, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the 2023 Bonds to the Underwriter or its designee in accordance with the Purchase Contract, upon payment of the purchase price therefor. Section 8. All actions heretofore taken by the officers and agents of the City with respect to the establishment of CFD No. 2015-1 and the annexation and designation of certain land therein as Improvement Area No. 5, the establishment of the maximum authorized indebtedness limit and appropriations limit for Improvement Area No. 5, and the sale and issuance of the 2023 Bonds are hereby approved, confirmed and ratified, and each Authorized Officer is hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which he or she may deem necessary or advisable in order to consummate the lawful issuance and delivery of the 2023 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Any document herein approved and executed and delivered by an Authorized Officer shall be a valid and binding agreement of the City. Section 9. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 4 of 4 123 Attachment 2 Jones Hall Draft 10.27.23 FISCAL AGENT AGREEMENT by and between the CITY OF DUBLIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent Dated as of December 1, 2023 Relating to: $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 124 Attachment 2 TABLE OF CONTENTS ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement 2 Section 1.02. Agreement for Benefit of Owners of the Bonds 2 Section 1.03. Definitions 2 ARTICLE II TERMS OF THE 2023 BONDS Section 2.01. Principal Amount and Designation of 2023 Bonds 12 Section 2.02. Terms of the 2023 Bonds 12 Section 2.03. Redemption 13 Section 2.04. Form of 2023 Bonds 16 Section 2.05. Execution and Authentication of Bonds 16 Section 2.06. Transfer or Exchange of Bonds 17 Section 2.07. Bond Register 17 Section 2.08. Temporary Bonds 17 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen 18 Section 2.10. Book -Entry Only System 18 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds 20 Section 3.02. Pledge of Special Tax Revenues 20 Section 3.03. Limited Obligation 20 Section 3.04. No Acceleration 21 Section 3.05. Validity of Bonds 21 Section 3.06. Additional Bonds 21 ARTICLE IV PROCEEDS, FUNDS AND ACCOUNTS Section 4.01. Application of 2023 Bond Proceeds 22 Section 4.02. Costs of Issuance Fund 22 Section 4.03. Reserve Fund 23 Section 4.04. Bond Fund 24 Section 4.05. Special Tax Fund 26 Section 4.06. Administrative Expense Fund 28 Section 4.07. Improvement Fund 28 ARTICLE V COVENANTS Section 5.01. Collection of Special Tax Revenues 30 Section 5.02. Covenant to Foreclose 31 Section 5.03. Punctual Payment 31 Section 5.04. Extension of Time for Payment 32 Section 5.05. Against Encumbrances 32 Section 5.06. Books and Records 32 Section 5.07. Protection of Security and Rights of Owners 32 Section 5.08. Further Assurances 32 Section 5.09. Private Activity Bond Limitations 32 Section 5.10. Federal Guarantee Prohibition 32 Section 5.11. Rebate Requirement 32 Section 5.12. No Arbitrage 33 125 Attachment 2 Section 5.13. Yield of the 2023 Bonds 33 Section 5.14. Maintenance of Tax -Exemption 33 Section 5.15. Continuing Disclosure 33 Section 5.16. Limits on Special Tax Waivers and Bond Tenders 33 Section 5.17. City Bid at Foreclosure Sale 34 Section 5.18. Amendment of Rate and Method 34 ARTICLE VI INVESTMENTS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds 35 Section 6.02. Liability of City 36 Section 6.03. Employment of Agents by City 37 ARTICLE VII THE FISCAL AGENT Section 7.01. The Fiscal Agent 38 Section 7.02. Liability of Fiscal Agent 39 Section 7.03. Information; Books and Accounts 40 Section 7.04. Notice to Fiscal Agent 40 Section 7.05. Compensation, Indemnification 41 ARTICLE VIII MODIFICATION OR AMENDMENT Section 8.01. Amendments Permitted 42 Section 8.02. Owners' Meetings 43 Section 8.03. Procedure for Amendment with Written Consent of Owners 43 Section 8.04. Disqualified Bonds 43 Section 8.05. Effect of Supplemental Agreement 44 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 44 Section 8.07. Amendatory Endorsement of Bonds 44 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties 45 Section 9.02. Successor and Predecessor 45 Section 9.03. Discharge of Agreement 45 Section 9.04. Execution of Documents and Proof of Ownership by Owners 46 Section 9.05. Waiver of Personal Liability 46 Section 9.06. Notices to and Demands on City and Fiscal Agent 47 Section 9.07. Partial Invalidity 47 Section 9.08. Unclaimed Moneys 47 Section 9.09. Applicable Law 47 Section 9.10. Conflict with Act 48 Section 9.11. Conclusive Evidence of Regularity 48 Section 9.12. Payment on Business Day 48 Section 9.13. State Reporting Requirements 48 Section 9.14. Counterparts 49 EXHIBIT A: EXHIBIT B: EXHIBIT C: FORM OF 2023 BOND OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND ii 126 Attachment 2 FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (this "Agreement") is made and entered into and dated as of December 1, 2023, by and between the CITY OF DUBLIN, a municipal corporation and general law city organized and existing under and by virtue of the Constitution and laws of the State of California (the "City") for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "CFD") for its Improvement Area No. 5 ("Improvement Area No. 5"), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in San Francisco, California, as fiscal agent (the "Fiscal Agent"). WITNESSETH: WHEREAS, the City Council of the City (the "City Council") has formed the CFD under the provisions of the Mello -Roos Community Facilities Act of 1982, as amended (section 53311 et seq. of the California Government Code) (the "Act"); and WHEREAS, the City Council, as the legislative body with respect to the CFD, is authorized under the Act to levy special taxes to pay for the costs of certain authorized public capital facilities and capital facilities fees within the CFD and to authorize the issuance of the Bonds (as defined in Section 1.03) in multiple series, each secured by the Special Taxes (as defined in Section 1.03) levied on the taxable property within a specified improvement area of the CFD; and WHEREAS, on , 2023, the City Council adopted Resolution No. -23 (the "Resolution"), authorizing the issuance of the 2023 Bonds (as defined in Section 1.03) on behalf of the CFD, to be secured and to be made payable from proceeds of the Special Tax levied on the taxable property within Improvement Area No. 5 (as defined in Section 1.03); and WHEREAS, it is in the public interest and for the benefit of the City, the CFD and the persons responsible for the payment of special taxes that the City enter into this Agreement to provide for the issuance of Bonds hereunder to finance the acquisition and construction of certain authorized public capital facilities and the payment of certain authorized capital facilities fees for the CFD and to provide for the disbursement of proceeds of the Bonds, the disposition of the Special Taxes securing the Bonds and the administration and payment of the Bonds and other matters related thereto; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the Fiscal Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid, binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1 127 Attachment 2 ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the Act and the Resolution. Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "2023 Bonds" means the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023. "2023 Reserve Subaccount" means the subaccount of the Reserve Fund designated as such established and administered under Section 4.03. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Acquisition Agreement" means the Acquisition Agreement dated as of July 18, 2017 by and between the City and the Developer, as it may be amended from time -to -time. "Administrative Expenses" means costs directly related to the administration of the CFD including but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by a City employee or consultant or both) and the costs of collecting the Special Taxes (whether on the secured property tax roll of the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; costs of the Fiscal Agent (including its legal counsel) in the discharge of its duties under this Agreement; the costs of the City or its consultants relating to the annexation of property to the CFD; the costs of the City or its designee of complying with the disclosure provisions of the Act and this Agreement, including those related to public inquiries regarding the Special Tax and both initial and continuing disclosures; the costs of the City or its designee related to an appeal of the Special Tax; any amounts required to be rebated to the federal government; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the City for any administrative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of 2 128 Attachment 2 Special Taxes, amounts advanced to ensure maintenance of tax exemption of interest on the Bonds, and the costs of prosecuting foreclosure on account of delinquent Special Taxes. "Administrative Expense Fund" means the fund designated the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Administrative Expense Fund" established and administered under Section 4.06. "Administrator" means the Finance Director or other official of the City designated to administer the Special Tax in accordance with the Rate and Method; initially, the Finance Director shall perform the duties of the Administrator under this Agreement and the Rate and Method. "Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year). "Auditor" means the Auditor/Controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authorized Officer" means the City Manager, the Assistant City Manager, the Finance Director, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake an action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" and "Bond and Disclosure Counsel" means Jones Hall, A Professional Law Corporation or any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond" or "Bonds" means the 2023 Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement and all of which are secured by and are payable from proceeds of the Special Taxes of Improvement Area No. 5. "Bond Fund" means the fund designated the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Bond Fund" established and administered under Section 4.04. "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1 in the following year, except that the first Bond Year shall begin on the Closing Date and shall end on September 1, 2024. "Business Dav" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "Capitalized Interest Account" means the account by that name held by the Fiscal Agent and established and administered under Section 4.04 (A). 3 129 Attachment 2 "CDIAC" means the California Debt and Investment Advisory Commission in the Office of the California State Treasurer, or any successor agency, board or commission. "CFD" means the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) formed under the Resolution of Formation. "City" means the City of Dublin, California and any successor thereto. "City Attorney" means any attorney or firm of attorneys employed by the City in the capacity of City attorney. "Closing Date" means December , 2023, the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser, as set forth in Section 4.01. "Continuing Disclosure Agreement" shall mean that certain Continuing Disclosure Agreement executed by the City and the dissemination agent identified therein for the 2023 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, delivery and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees and its legal fees and charges, including the allocated costs of in-house attorneys, expenses incurred by the City in connection with the issuance of the Bonds, bond (underwriter's) discount, legal fees and charges, including those of Bond and Disclosure Counsel, financial consultant's fees, charges for execution, authentication, transportation and safekeeping of the Bonds and any other costs, charges and fees of a like nature. "Costs of Issuance Fund" means the fund designated the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Costs of Issuance Fund" established and administered under Section 4.02. "City Council" means the City Council of the City in its capacity as the legislative body of the CFD. "County" means the County of Alameda, California. "Dated Date" means, with respect to the 2023 Bonds, the dated date of the 2023 Bonds, which is the Closing Date. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the 2023 Bonds under Sections 2.02 and 2.03 and the scheduled amount of interest and amortization of principal payable on any Parity Bonds during the period of computation, in each case excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository for book -entry under Section 2.10. 4 130 Attachment 2 "Developer" means Dublin Crossing, LLC, and its successors and assigns. "Director of Public Works" means the official of the City having that title, or such official's designee. "DTC" means The Depository Trust Company, and its successors and assigns. "Fair Market Value" means with respect to Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security —State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of the investment. "Federal Securities" means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; and (b) any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Finance Director" means the official of the City having that title or the official having equivalent duties, or such official's designee, who acts in the capacity as the chief financial officer of the City. "Fiscal Agent" means U.S. Bank Trust Company, National Association, the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Improvement Area No. 5" means the property within the boundary of the CFD and designated as "Improvement Area No. 5". "Improvement Area No. 5 Value" means the market value, as of the date of the appraisal described below and/or the date of the most recent County real property tax roll, as applicable, of all parcels of real property in Improvement Area No. 5 subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes then due and owing, including with respect to such nondelinquent parcels the value of the then existing improvements and any 5 131 Attachment 2 facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund (and any subaccounts therein) and with the proceeds of any proposed series of Parity Bonds, as determined with respect to any parcel or group of parcels by reference to (i) an appraisal performed within six (6) months of the date of issuance of any proposed Parity Bonds by an MAI appraiser (the "Appraiser") selected by the City, or (ii) in the alternative, the assessed value of all such nondelinquent parcels and improvements thereon as shown on the then current County real property tax roll available to the Finance Director. It is expressly acknowledged that, in determining the Improvement Area No. 5 Value, the City may rely on an appraisal to determine the value of some or all of the parcels in Improvement Area No. 5 and/or the most recent County real property tax roll as to the value of some or all of the parcels in Improvement Area No. 5. Neither the City nor any Authorized Officer shall be liable to the Owners, the Original Purchaser or any other person or entity in respect of any appraisal provided for purposes of this definition or by reason of any exercise of discretion made by any Appraiser pursuant to this definition. "Improvement Fund" means the fund designated "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Improvement Fund," together with the Bond Proceeds Subaccount and Special Tax Proceeds Subaccount, established under Section 4.07. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City or the Finance Director, and who, or each of whom: (i) is judged by an Authorized Officer to have experience in matters relating to the issuance and/or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Information Services" means (i) the Municipal Securities Rulemaking Board's Electronic Municipal Market Access website and (ii) in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Date" means each March 1 and September 1 of every calendar year, commencing with March 1, 2024. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance" means any ordinance of the City Council of the City levying the Special Taxes, including but not limited to Ordinance 12-18, which is an amended and restated ordinance for the CFD adopted by the Council on November 20, 2018, as it may be amended from time -to -time. "Original Purchaser" means, with respect to the 2023 Bonds, , the first purchaser of the 2023 Bonds from the City. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the 6 132 Attachment 2 Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under this Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. "Parity Bonds" means bonds issued by the City for the CFD in addition to the 2023 Bonds and payable on a parity with any then Outstanding Bonds pursuant to Section 3.06. "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. "Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State and the City's investment policies for the moneys proposed to be invested therein (the Fiscal Agent is entitled to conclusively rely on written investment direction of the City as a determination by the City that such investment is a legal investment), but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities; (b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export -Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Administration; (vi) guaranteed mortgage -backed bonds or guaranteed pass -through obligations of the Government National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgage -backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal); (iv) senior debt obligations of the Student Loan Marketing Association; (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation; and (vi) consolidated system -wide bonds) and notes of the Farm Credit System; (d) money market funds (including funds of the Fiscal Agent or its affiliates) registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "AAAm-G", "AAAm", or "AAm," or, if rated by Moody's, rated "Aaa-mf', "Aa-mf or "A-mf"; 7 133 Attachment 2 (e) certificates of deposit secured at all times by collateral described in (a) or (b) above, which have a maturity of one year or less, which are issued by commercial banks, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Fiscal Agent must have a perfected first security interest in such collateral; (f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Fiscal Agent and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation; (g) investment agreements, including guaranteed investment contracts, forward purchase agreements and Reserve Account put agreements, which are general obligations of an entity whose long term debt obligations, or claims paying ability, respectively, is rated in one of the two highest rating categories by Moody's or S&P; (h) commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A 1" or better by S&P; (i) bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies; (j) deposit accounts, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P; (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Fiscal Agent and the transfer of cash from the Fiscal Agent to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Fiscal Agent in exchange for the securities at a specified date, which satisfy the following criteria: (i) repurchase agreements must be between the Fiscal Agent and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated "A" or better by Moody's and S&P, or (B) a bank rated "A" or better by Moody's and S&P; (ii) the written repurchase agreement contract must include the following: (A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Fiscal Agent or a third party acting as agent for the Fiscal Agent simultaneous with payment (perfection by possession of certificated securities); (D) the Fiscal Agent must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third - party liens and, in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two- day restoration period, will require the Fiscal Agent to liquidate the collateral; (G) the securities must be valued weekly, marked -to -market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, in which case the collateral must 8 134 Attachment 2 be equal to 105% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest). If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Fiscal Agent, then additional cash and/or acceptable securities must be transferred; and (iii) a legal opinion must be delivered to the Fiscal Agent to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds; (I) the Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Fiscal Agent is authorized to register such investment in its name; and (m) the California Asset Management Program. "Principal Office" means such corporate trust office of the Fiscal Agent as may be designated from time to time by written notice from the Fiscal Agent to the City, initially being at the address set forth in Section 9.06, or such other office designated by the Fiscal Agent from time to time; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at any particular time, its corporate trust agency business shall be conducted, initially in St. Paul, Minnesota. "Priority Administrative Expenses Amount" means (i) for Fiscal Year 2024-25, the amount of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority Administrative Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority Administrative Expenses Amount for the preceding Fiscal Year. "Proceeds" when used with reference to the Bonds, means the face amount of the Bonds, plus any accrued interest and original issue premium, less any original issue and/or underwriter's discount. "Project" means the public facilities and fees authorized to be financed by Improvement Area No. 5. "Rate and Method" means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 5, as set forth in Exhibit B to the Resolution of Formation, as it has been and may be subsequently amended in compliance with its provisions and the provisions of this Agreement and the Act. "Rating Agency" means any nationally recognized rating agency. "Record Date" means the fifteenth day of the calendar month next preceding the applicable Interest Payment Date, whether or not such day is a Business Day. "Refunding Bonds" means bonds issued by the City for the CFD, the net proceeds of which are used to refund all or a portion of the then -Outstanding Bonds; provided that (i) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds is less than the total interest cost to maturity on the Bonds to be refunded plus the principal amount of the Bonds to be refunded and (ii) the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. 9 135 Attachment 2 "Remainder Taxes" means the Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund pursuant to Section 4.05(B)(iv). "Remainder Taxes Period" means the period through and including the date that is the earlier of (i) the end of the 15th Fiscal Year during which Special Taxes have been levied on property in Improvement Area No. 5 or (ii) the date the Project has been fully funded. "Reserve Fund" means the fund designated the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5, Special Tax Bonds, Reserve Fund" established and administered under Section 4.03. "Reserve Requirement" means, with respect to any series of Bonds (unless otherwise specified in a Supplemental Agreement, including to create a single parity reserve fund for multiple series of Bonds), the least of (i) Maximum Annual Debt Service on the applicable series of Bonds, (ii) 125% of average Annual Debt Service on the applicable series of Bonds and (iii) 10% of the original principal amount of the applicable series of Bonds (or the issue price of the respective Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by the City; provided, that (a) if a parity reserve fund for multiple series of Bonds is established, references to the applicable series of Bonds shall mean all Bonds covered by such parity reserve fund and (b) in no event shall the City, in connection with the issuance of Parity Bonds covered by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in connection with the issuance of such Parity Bonds, be increased only by the amount of such deposit as permitted by the Code. "Resolution" or "Resolution of Issuance" means Resolution No. -23 adopted by the Council on , 2023, authorizing the issuance of the 2023 Bonds. "Resolution of Formation" means Resolution No. 96-15 adopted by the Council on June 2, 2015, forming the CFD. "Resolution of Intention" means Resolution No. 56-15 adopted by the Council on April 21, 2015. "Securities Depositories" means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Special Tax Fund" means the special fund designated "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5, Special Tax Fund" established and administered under Section 4.05. "Special Tax Prepayments" means the proceeds of any Special Tax prepayments received by the City with respect to Improvement Area No. 5, as calculated pursuant to the Rate and Method, less any administrative fees or penalties collected as part of any such prepayment. 10 136 Attachment 2 "Special Tax Prepayments Account" means the account by that name established within the Bond Fund by Section 4.04(A) hereof. "Special Tax Revenues" means the proceeds of the Special Tax received by the City, less the Priority Administrative Expenses Amount, including (a) any scheduled payments thereof, (b) any Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of the Special Tax and (d) the proceeds of redemption or sale of property sold as a result of foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any interest and penalties collected in connection with any such foreclosure and excluding any Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund. "Special Tax" or "Special Taxes" means the Special Tax (as defined in the Rate and Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 5 under the Act, the Ordinance and this Agreement. "State" means the State of California. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City Council under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Term 2023 Bonds" means the 2023 Bonds maturing on September 1, 20, September 1, 20, September 1, 20, and September 1, 20 "Verification Agent" means an individual or firm of individuals appointed by the City to advise the City with respect to the sufficiency of cash and/or Federal Securities, as provided by subsection (C) of Section 9.03 hereof, and who, or each of whom, (i) is judged by an Authorized Officer to have experience in matters relating to such determinations; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. 11 137 Attachment 2 ARTICLE II TERMS OF THE 2023 BONDS Section 2.01. Principal Amount and Designation of 2023 Bonds. The 2023 Bonds in the aggregate principal amount of $ are hereby authorized to be issued by the City for the CFD under and subject to the terms of the Act, the Resolution, this Agreement and other applicable laws of the State of California. The 2023 Bonds shall be designated as the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023". Section 2.02. Terms of the 2023 Bonds. (A) Form; Denominations. The 2023 Bonds shall be issued as fully registered Bonds without coupons. The 2023 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The 2023 Bonds shall be issued in the denominations of $5,000 or any integral multiple in excess thereof. (B) Date of 2023 Bonds. The 2023 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers may, at the election of the Original Purchaser of the Bonds, be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities; Interest Rates. The 2023 Bonds shall mature and become payable on each September 1 in the principal amounts, and shall bear interest at the rates per annum, indicated in the below table. Maturity Date Principal Interest CUSIP (September 1) Amount Rate (26362D) T = Term Bonds. 12 138 Attachment 2 (E) Interest. The 2023 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest on all Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2023 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated on or before the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2023 Bond, interest is in default thereon, such 2023 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check of the Fiscal Agent mailed by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such Bonds are transferred to a new Owner. The interest, principal of and any premium on the Bonds are payable in lawful money of the United States of America, with principal and any premium payable upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction of such Bonds to the City. Section 2.03. Redemption. (A) Redemption Provisions. (i) Optional Redemption. The 2023 Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments), on any date on and after September 1, 20, in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2023 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date September 1, 20 through August 31, 20_ September 1, 20 through August 31, 20_ September 1, 20 through August 31, 20_ September 1, 20 and any date thereafter Redemption Price 103% 102 101 100 (ii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.03(F) shall be used to redeem 2023 Bonds on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(D), in whole or in part among maturities as specified by the City, at a redemption price (expressed as a percentage of the principal amount of the 2023 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: 13 139 Attachment 2 Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 20 103% On September 1, 20 and March 1, 20 102 On September 1, 20 and March 1, 20 101 On September 1, 20 and any Interest Payment Date thereafter 100 (iii) Mandatory Partial Redemption. The Term Bonds maturing on September 1, 20 , September 1, 20 , September 1, 20 and September 1, 20 (collectively, the "Term 2023 Bonds") are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following tables: Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Principal Amount Subiect to Redemption Principal Amount Subiect to Redemption Principal Amount Subiect to Redemption 14 140 Attachment 2 Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Principal Amount Subiect to Redemption Provided, however, if some but not all of the Term 2023 Bonds have been redeemed under subsection (i) or (ii) above, the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate principal amount of Term 2023 Bonds so redeemed, to be allocated among such Mandatory Partial Redemption Dates on a pro rata basis in integral multiples of $5,000 as determined by or on behalf of the City, notice of which determination (which shall consist of a revised mandatory partial redemption schedule) shall be given by the City to the Fiscal Agent. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem Bonds under subsection (A)(i) and (A)(iii) not less than 45 days prior to the applicable redemption date or such lesser number of days as shall be allowed by the Fiscal Agent in the sole determination of the Fiscal Agent, such notice to the Fiscal Agent for the convenience of the Fiscal Agent in performing its duties hereunder. (C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section 2.03(A), moneys in the Bond Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2023 Bonds were to be redeemed in accordance with this Agreement. Any 2023 Bonds purchased pursuant to this Section 2.03(C) shall be treated as outstanding 2023 Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director. (D) Redemption Procedure by Fiscal Agent. (i) Notices. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. (ii) Contents of Notices. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further 15 141 Attachment 2 interest on such Bonds will not accrue from and after the redemption date. The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the City as an Administrative Expense. The City has the right to rescind any notice of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute a default under this Agreement. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section. (iii) Partial Redemption. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities so as to maintain substantially the same debt service profile for the Bonds as in effect prior to such redemption, and by lot within a maturity. (iv) New Bonds. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds of such Owner. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. All Bonds redeemed and purchased by the Fiscal Agent under this Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds in accordance with the Fiscal Agent's retention policy then in effect. Section 2.04. Form of 2023 Bonds. The 2023 Bonds, the Fiscal Agent's certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act. Section 2.05. Execution and Authentication of Bonds. (A) Execution. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and its City Clerk who are in office on the date of execution of this Agreement or at any time thereafter. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. 16 142 Attachment 2 (B) Authentication. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. Section 2.06. Transfer or Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept under the provisions of Section 2.07 by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Bonds may be exchanged at the Principal Office of the Fiscal Agent solely for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange shall be paid by the City as an Administrative Expense. The Fiscal Agent shall collect from the Owner requesting such transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer or exchange. Whenever any Bond or Bonds shall be surrendered for transfer or exchange, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount. No transfers or exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date. Section 2.07. Bond Register. The Fiscal Agent will keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series number, date, amount, rate of interest and last known owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The City and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Owner as it appears in the Bond register for any and all purposes. Section 2.08. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder. 17 143 Attachment 2 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen. (A) Mutilated. If any Bond shall become mutilated, at the expense of the Owner of such Bond, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent, in accordance with the Fiscal Agent's retention policy then in effect. (B) Destroyed or Stolen. If any Bond shall be lost, destroyed or stolen, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen, at the expense of the Owner, but only following provision by the Owner to the Fiscal Agent of indemnity for the City and the Fiscal Agent satisfactory to the Fiscal Agent. The City may require payment of a sum not exceeding the actual cost of preparing each a replacement Bond delivered under this Section, and the City and the Fiscal Agent may require payment of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued under this Agreement. (C) Additional Supply. If the Fiscal Agent has an insufficient supply of unauthenticated printed Bonds for such purpose, it shall communicate with the Finance Director with respect to the printing of an additional supply of Bonds, in such quantities and as otherwise approved in writing by the Finance Director. Section 2.10. Book -Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of each series of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such other nominee as DTC shall appoint in writing. The Authorized Officers of the City and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book -entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond register in the name of Cede & Co., as nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker -dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any Bonds to be redeemed in the event the City elects to redeem the Bonds, in part, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event 18 144 Attachment 2 the City elects to redeem the Bonds in part, (iv) the payments to any DTC Participant, any Beneficial Owner, or any person, other than DTC, of any amount with respect to the principal of or interest or premium on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the City and the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of payment of the principal of and premium and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent on behalf of the City shall pay all principal of and premium and interest on the Bonds only to or upon the order of the Owners as shown on the Bond register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and premium and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond register, shall receive a physical Bond. Upon delivery by DTC to the City and the Fiscal Agent of written notice to the effect DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.10 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book -entry transfer through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and above to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certified Bonds, the Bonds shall no longer be restricted to being registered in the Bond register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners. 19 145 Attachment 2 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the 2023 Bonds for the CFD in the aggregate principal amount set forth in Section 2.01 and deliver the 2023 Bonds to the Fiscal Agent for authentication and delivery to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to execute and deliver any and all documents and instruments necessary to cause the issuance of the 2023 Bonds and to provide for payment of Costs of Issuance and costs of the Project in accordance with the provisions of the Act, the Resolution and this Agreement, and to do or cause to be done any and all acts and things necessary or convenient for the timely delivery of the 2023 Bonds to the Original Purchaser. The Fiscal Agent is hereby authorized and directed to authenticate the 2023 Bonds and deliver them to the Original Purchaser, upon receipt of the Proceeds of the 2023 Bonds in the amount set forth in Section 4.01. In accordance with Section 3.06, the City may also issue Parity Bonds pursuant to the provisions of a Supplemental Agreement. Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account), and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under Section 9.03. The 2023 Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all moneys deposited in the Reserve Fund. The moneys in the Reserve Fund (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the 2023 Bonds and any Parity Bonds (if any) secured by the Reserve Fund as set forth in a Supplemental Agreement on a parity basis, as provided herein and in the Act until all of the 2023 Bonds and such Parity Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under Section 9.03. Amounts in the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project is not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or insurance award received by the City with respect to the Project. Section 3.03. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. 20 146 Attachment 2 Section 3.04. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03. Section 3.05. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the construction or acquisition of the Project or upon the performance by any person of such person's obligation with respect to the Project. Section 3.06. Additional Bonds. The City may issue such Parity Bonds solely as Refunding Bonds and subject to the following additional specific conditions precedent: [CONFIRM] (A) Compliance. The City shall be in compliance with all covenants set forth in this Agreement and all Supplemental Agreements. (B) Same Payment Dates. The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on Interest Payment Dates, and principal thereof shall be payable on September 1 in any year in which principal is payable on the Parity Bonds (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) Separate Funds; Reserve Fund Deposit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts and may, in the alternative, provide for subaccounts within the funds and accounts established hereunder. The Supplemental Agreement shall specify whether or not the Parity Bonds are secured by the Reserve Fund on a parity with the 2023 Bonds, and if so, proceeds of the Parity Bonds shall be deposited into the Reserve Fund in the amount that shall cause the balance in the Reserve Fund to be equal to the Reserve Requirement for the Bonds to be outstanding following issuance of the Parity Bonds that are secured by the Reserve Fund. (D) Certificates. The City shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds as Refunding Bonds set forth in subsections (A), (B), and (C) of this Section 3.06 have been satisfied. Nothing in this Section 3.06 shall prohibit the City from issuing any other bonds or otherwise incurring debt secured by a pledge of the Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement. 21 147 Attachment 2 ARTICLE IV PROCEEDS, FUNDS AND ACCOUNTS Section 4.01. Application of 2023 Bond Proceeds. The Proceeds of the 2023 Bonds received from the Original Purchaser in the amount of $ (which is equal to the par amount of the Bonds, less [net] original issue discount of $ and less the Underwriter's discount of $ ), shall be paid to the Fiscal Agent, which shall deposit the Proceeds on the Closing Date as follows: Fund; (i) $ into the Bond Proceeds Subaccount of the Improvement (ii) $ into the Costs of Issuance Fund; (iii) $ into the 2023 Reserve Subaccount of the Reserve Fund, thereby equaling the initial Reserve Requirement for the 2023 Bonds; and (iv) $ into the Bond Fund (which shall represent capitalized interest and shall be deposited into the Capitalized Interest Account therein). The Fiscal Agent may, in its discretion, establish a temporary fund or account to facilitate the foregoing deposits. Section 4.02. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. The Costs of Issuance Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by Section 4.01. Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition substantially in the form of Exhibit C hereto, executed by an Authorized Officer, specifying the respective amounts to be paid to the respective designated payees and delivered to the Fiscal Agent. Each such requisition shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts and may conclusively rely thereon. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. (D) Closing of Fund. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the Closing Date, and then the Fiscal 22 148 Attachment 2 Agent shall deposit any moneys remaining therein, including any investment earnings thereon, into the Bond Proceeds Subaccount of the Improvement Fund and close the Costs of Issuance Fund. Section 4.03. Reserve Fund. (A) Establishment of Fund. The Reserve Fund is hereby established as a separate fund to be held by the Fiscal Agent, and within the Reserve Fund shall be established a 2023 Reserve Subaccount, to the credit of which a deposit shall be made as required by Section 4.01, which deposit, as of the Closing Date, is equal to the initial Reserve Requirement with respect to the 2023 Bonds, and deposits shall be made as provided in Sections 3.06(C) and 4.05(A) and (B). For each respective Series of Parity Bonds covered by the Reserve Fund, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for each such Series. Moneys in each subaccount of the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds covered by the Reserve Fund, as a reserve for the payment of the principal of, and interest and any premium on, such Bonds and shall be subject to a lien in favor of the Owners of such Bonds. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of the insufficiency at any time of the balance in the Bond Fund to pay the amount then required for payment of the principal of, and interest and any premium on, the Bonds covered by the Reserve Fund or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds covered by the Reserve Fund from the Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director, specifying the amount withdrawn. (C) Transfer of Excess of Reserve Requirement. Whenever, on or before any Interest Payment Date, or on any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall transfer an amount equal to the excess from the Reserve Fund (i) to the Special Tax Proceeds Subaccount of the Improvement Fund until the Improvement Fund is closed pursuant to Section 4.07 and (ii) thereafter to the Bond Fund, to be used to pay interest on the Bonds covered by the Reserve Fund on the next Interest Payment Date. Notwithstanding the provisions of the first paragraph of this Section 4.03(C), no amounts shall be transferred from the Reserve Fund under this Section 4.03(C) until after: (i) the calculation of any amounts due to the federal government under Section 5.11 and withdrawal or set aside of any such amount under Section 4.03(D) for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent. (D) Transfer for Rebate Purposes. Amounts in the Reserve Fund shall be withdrawn for purposes of making payment to the federal government to comply with Section 5.11, upon receipt by the Fiscal Agent of an Officer's 23 149 Attachment 2 Certificate specifying the amount to be withdrawn and to the effect that such amount is needed for rebate purposes; provided, however, that no amounts in the Reserve Fund shall be used for rebate unless the amount in the Reserve Fund following such withdrawal equals the Reserve Requirement. (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund, together with the balance in the Bond Fund, exceeds the amount required to redeem or pay the Outstanding Bonds covered by the Reserve Fund, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon the written request of the Finance Director, transfer any cash or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on the redemption date to the payment and redemption, in accordance with Section 4.04 or 2.03, as applicable, of all of the Outstanding Bonds covered by the Reserve Fund. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the Reserve Fund, the balance in the Reserve Fund shall be transferred to the Finance Director to be used by the City for any lawful purpose. Notwithstanding the provisions of the first paragraph of this Section 4.03(E), no amounts shall be transferred from the Reserve Fund under this Section 4.03(E) until after: (i) the calculation of any amounts due to the federal government under Section 5.11 and withdrawal or set aside of any such amount under Section 4.03(D) for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds covered by the Reserve Fund are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(ii), a proportionate amount in the Reserve Fund (determined on the basis of the principal of Bonds covered by the Reserve Fund to be redeemed and the then - Outstanding principal of the Bonds, but in any event not in excess of the amount that will leave the balance in the Reserve Fund following the proposed redemption equal to the Reserve Requirement) shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds covered by the Reserve Fund pursuant to Section 2.03(A)(ii). The Finance Director shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate. (G) Investment. Moneys in the Reserve Fund shall be invested by the Fiscal Agent under Section 6.01. Section 4.04. Bond Fund. (A) Establishment of Bond Fund. The Bond Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by Section 4.03, Section 4.05 and 4.07 (D) as otherwise set forth in this Agreement. Moneys in the Bond Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed 24 150 Attachment 2 for the payment of the principal of, and interest and any premium on, the Bonds as provided below. Within the Bond Fund there is hereby established a separate account designated as the "Capitalized Interest Account" to be held by the Fiscal Agent for the benefit of the City and the Owners of the 2023 Bonds into which shall be deposited the amount specified in Section 4.01(iv). Amounts on deposit in the Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2023 Bonds first becoming due. When the amount in the Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed. There is also hereby created in the Bond Fund a separate account to be held by the Fiscal Agent, designated as the "Special Tax Prepayments Account," to the credit of which deposits shall be made as provided in clause (ii) of the second paragraph of Section 4.05(A). (B) Disbursements. At least ten (10) Business Days before each Interest Payment Date, the Fiscal Agent shall notify the Finance Director in writing as to the principal and premium, if any, and interest due on the 2023 Bonds on the next Interest Payment Date (including principal and premium, if any, due as a result of (i) scheduled maturity of 2023 Bonds as provided in Section 2.02(D), (ii) optional redemption of 2023 Bonds as provided in Section 2.03(A)(i), (iii) scheduled mandatory partial redemption of 2023 Bonds as provided in Section 2.03(A)(iii), or (iv) redemption of 2023 Bonds from proceeds of Special Tax Prepayments as provided in Section 2.03(A)(ii)). On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the 2023 Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds. Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer pursuant to clause (i) of the second paragraph of Section 4.05(A) shall be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the 2023 Bonds. At least three (3) Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the balance then on deposit in the Bond Fund is sufficient to pay the debt service due on the 2023 Bonds on the next Interest Payment Date. In the event that the balance in the Bond Fund is insufficient for such purpose, the Fiscal Agent promptly shall notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency. In the event that the balance in the Bond Fund is insufficient for the purpose set forth in the preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent shall withdraw from the Reserve Fund, in accordance with the provisions of Section 4.03, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the second sentence of the first paragraph of this Section 4.04(B), the Fiscal Agent shall apply the available funds first to the payment of interest on the 2023 Bonds, then to the payment of principal 25 151 Attachment 2 due on the 2023 Bonds other than by reason of mandatory partial redemptions, if any, and then to payment of principal due on the 2023 Bonds by reason of mandatory partial redemptions. Each such payment shall be made ratably to the Owners of the 2023 Bonds based on the then Outstanding principal amount of the 2023 Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding 2023 Bonds. Any mandatory partial redemption payment not made as scheduled shall be added to the mandatory partial redemption amount to be made on the next mandatory partial redemption date. Any failure by the Fiscal Agent to provide the notices required by this Section 4.04(B) shall not alter the obligation of the City to make the scheduled payments from amounts in the Bond Fund. (C) Disbursements from the Special Tax Prepayments Account. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of 2023 Bonds can timely be given under Section 2.03(D)(i) and shall be used (together with any amounts transferred pursuant to Section 4.03(F)) to redeem 2023 Bonds on the redemption date selected in accordance with Section 2.03. (D) Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the Special Tax Prepayments Account shall be invested under Section 6.01. Interest earnings and profits resulting from such investment shall be retained in the Bond Fund. (E) Deficiency. Without limitation of the second paragraph of clause (B) above, at any time it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay Debt Service on the 2023 Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Rate and Method) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies. (F) Excess. Any excess moneys remaining in the Bond Fund (not including moneys in the Capitalized Interest Account) following the payment of Debt Service on the 2023 Bonds on any September 1, shall be transferred to the Special Tax Fund. Section 4.05. Special Tax Fund. (A) Establishment of Special Tax Fund. The Special Tax Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the City consisting of Special Tax Revenues and amounts transferred from the Administrative Expense Fund and the Bond Fund. The City shall promptly remit Special Tax Revenues received by it, less an amount not to exceed the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses in excess of the Priority Administrative Expenses Amount for such Fiscal Year (which shall be retained by the City free of the pledge for payment of the Bonds 26 152 Attachment 2 and used for Administrative Expenses) to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund. Notwithstanding the foregoing, (i) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Finance Director and shall be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past due Debt Service on the 2023 Bonds; second, for transfer to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; and third, to be held in the Special Tax Fund for use as described in Section 4.05(B) below; and (ii) any proceeds of Special Tax Prepayments shall be separately identified by the Finance Director and shall be deposited by the Fiscal Agent as follows (as directed in writing by the Finance Director): (a) that portion of any Special Tax Prepayment constituting a prepayment of costs of the Project shall be deposited by the Fiscal Agent to the Special Tax Proceeds Subaccount of the Improvement Fund, and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account established pursuant to Section 4.04(A). Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the benefit of the City and Owners of the 2023 Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the 2023 Bonds. (B) Disbursements. On the third Business Day prior to each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement Fund, the Reserve Fund, the Capitalized Interest Account and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any mandatory partial redemption payment), premium, if any, and interest due on the 2023 Bonds on such Interest Payment Date and any past due principal or interest on the 2023 Bonds not theretofore paid from a transfer described in clause second of subparagraph (ii) of the second paragraph of Section 4.05(A), and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement, and (iii) on or after each September 10, beginning on September 10, 2024, if directed by an Authorized Officer to do so, transfer money to the City for deposit by the City into the Administrative Expense Fund, an amount requested by the City for Administrative Expenses incurred or foreseeable by the City to be incurred in the next Fiscal Year, and (iv) (A) on or after each September 10, beginning on September 10, 2024 and continuing through the Remainder Taxes Period, all of the moneys 27 153 Attachment 2 remaining in the Special Tax Fund shall be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund free of the pledge for payment of the Bonds, and (B) on and after September 10 following the end of the Remainder Taxes Period, all or a portion of the moneys remaining in the Special Tax Fund shall be transferred to the City as surplus moneys belonging to the Improvement Area No. 5, free of the pledge for payment of the Bonds, and used for any purpose authorized under the Act. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. Section 4.06. Administrative Expense Fund. (A) Establishment of Administrative Expense Fund. The Administrative Expense Fund is hereby established as a separate fund to be held by the Finance Director for the benefit of the City, to the credit of which deposits shall be made as required by Sections 4.01 (if applicable) and 4.05(B). Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed as provided below. (B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Finance Director from time to time to pay for Administrative Expenses. Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw from the Administrative Expense Fund and transfer to the Fiscal Agent for deposit into the Special Tax Fund any amount in excess of that which is needed to pay any Administrative Expenses, and which is not otherwise encumbered. (C) Investment. Moneys in the Administrative Expense Fund shall be invested by the Finance Director under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Finance Director in the Administrative Expense Fund to be used for the purposes of such fund. Section 4.07. Improvement Fund. (A) Establishment of Improvement Fund. The Improvement Fund is hereby established as a separate fund to be held by the Fiscal Agent, and two separate subaccounts shall be established within the Improvement Fund, namely the Bond Proceeds Subaccount and the Special Tax Proceeds Subaccount. Deposits made to the Improvement Fund pursuant to Sections 4.01 and 4.02(D) shall be credited to the Bond Proceeds Subaccount, and deposits made pursuant to Section 4.03(c), Section 4.05(A)(ii), and Section 4.05(B) shall be credited to the Special Tax Proceeds Subaccount. Any disbursements for the payment or reimbursement of costs of the Project shall be made first from the Bond Proceeds Subaccount so long as there are moneys available therein, and only when the Bond Proceeds Subaccount has 28 154 Attachment 2 been depleted shall disbursements be made from the Special Tax Proceeds Subaccount. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate substantially in the form of Exhibit B attached hereto which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for payment of a Project cost or to reimburse expenditures of the City or any other party for Project costs previously paid), and the person to which the disbursement is to be paid; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement. Each such requisition shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. (C) Investment. Moneys in the Improvement Fund shall be invested in accordance with Section 6.01. Interest earnings and profits from such investment shall be retained in the Improvement Fund to be used for the purpose of such fund. (D) Closing of Fund. When the City believes that the Project has been completed, it shall provide a written notice to the Developer that the City believes the Project has been completed and that the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount are intended to be closed. The Developer shall have 30 days after receipt of such notice to dispute the City's finding or to concur that the Project is complete. If the Developer concurs that the Project is complete, or fails to respond to the notice by the end of the 30-day period, the City may file an Officer's Certificate directing the Fiscal Agent to close the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount to the Bond Fund for application to Debt Service payments due on the next succeeding Interest Payment Date and the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount shall be closed. Moneys transferred from the Improvement Fund to the Bond Fund shall be used to pay Debt Service on the Bonds in the manner specified by the City in an Officer's Certificate. 29 155 Attachment 2 ARTICLE V COVENANTS Section 5.01. Collection of Special Tax Revenues. The City shall comply with all requirements of the Rate and Method and the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. (A) Processing. On or within five (5) Business Days of each May 1, the Fiscal Agent shall provide the Administrator with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and, if the amount in the Reserve Fund is less than the Reserve Requirement, informing the Administrator that replenishment of the Reserve Fund is necessary. The receipt of or failure to receive such notice by the Administrator shall in no way affect the obligations of the Administrator under the following two paragraphs and the Fiscal Agent shall not be liable for failure to provide such notices to the Administrator. (B) Levy. The Administrator shall effect the levy of the Special Taxes in accordance with the Rate and Method (including, during the Remainder Taxes Period, levying the Special Taxes at the Maximum Special Tax rate on Developed Property before considering any capitalized interest) each Fiscal Year that the 2023 Bonds are outstanding, or otherwise such that the computation of the levy is complete and transmitted to the Auditor before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 5 for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Administrator shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. (C) Computation. The Finance Director shall fix and levy the Special Taxes within Improvement Area No. 5 in accordance with the Rate and Method so as to assure the timely payment of principal of and interest on any outstanding 2023 Bonds becoming due and payable during the ensuing calendar year, including any necessary replenishment or expenditure of the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year, and to pay Project costs to be paid from Special Taxes during the ensuing calendar year; provided that the Special Taxes so levied shall not exceed the authorized amounts as provided by the Rate and Method. (D) Collection. Except as set forth in the Ordinance, Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The fees and expenses of the Administrator and the costs and expenses of the Finance Director 30 156 Attachment 2 (including a charge for City staff time) in conducting its duties hereunder shall be an Administrative Expense hereunder. Section 5.02. Covenant to Foreclose. Under the Act, the City hereby covenants with and for the benefit of the Owners of the 2023 Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the Alameda County Superior Court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Finance Director shall notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves. On or about June 30 of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in Improvement Area No. 5 to the amount of Special Tax Revenues theretofore received by the City, and: (A) Individual Delinquencies. If the Finance Director determines that any single parcel subject to the Special Tax in Improvement Area No. 5 is delinquent in the payment of Special Taxes for two or more years or in the aggregate amount of $10,000 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and, if the delinquency remains uncured, foreclosure proceedings shall be commenced by the City within 90 days of such determination. (B) Aggregate Delinquencies. If the Finance Director determines that the total amount of delinquent Special Taxes for the entire Improvement Area No. 5 (including the total of delinquencies under subsection (A) above), exceeds five percent (5%) of the total Special Taxes levied on all parcels in Improvement Area No. 5 for the Fiscal Year ending on such June 30, the Finance Director shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and a demand for immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in Improvement Area No. 5 for which a Special Tax delinquency remains uncured. The Finance Director may employ the person or firm designated as the Administrator, if other than the Finance Director, to perform the duties delegated to the Finance Director under this Section 5.02, and the City Attorney may employ counsel to conduct any such foreclosure proceedings. The fees and expenses of the Finance Director or the Administrator in performing such duties and the fees and expenses of the City Attorney or such counsel in conducting foreclosure proceedings shall be an Administrative Expense hereunder. Section 5.03. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the 2023 Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the 2023 Bonds. 31 157 Attachment 2 Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the 2023 Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the 2023 Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.05. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the 2023 Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the 2023 Bonds, or their Owners, except as permitted by this Agreement. Section 5.06. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing. Section 5.07. Protection of Security and Rights of Owners. The City will preserve and protect the security of the 2023 Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the 2023 Bonds by the City, the 2023 Bonds shall be incontestable by the City. Section 5.08. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. Section 5.09. Private Activity Bond Limitations. The City shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. Section 5.10. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. Section 5.11. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2023 Bonds. The Finance Director shall take note of any investment of monies hereunder in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.11, such as increasing the portion of the Special Tax levy for Administrative Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section. If necessary to satisfy its obligations under this Section 5.11, the City may use: 32 158 Attachment 2 (A) Amounts in the Reserve Fund if the amount on deposit in the Reserve Fund, following the proposed transfer, is at least equal to the Reserve Requirement; (B) Amounts on deposit in the Administrative Expense Fund; and (C) Any other funds available to the City, in its sole discretion, to be repaid to the City as soon as practicable from amounts described in the preceding clauses (A) and (B). Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Tax Code. Section 5.13. Yield of the 2023 Bonds. The City has no reasonable expectations regarding when or if prepayments of Special Taxes and mandatory redemption of the 2023 Bonds caused thereby will occur and therefore yield is not adjusted to take into account redemption, if any, from prepayments of Special Taxes. Section 5.14. Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the 2023 Bonds. Section 5.15. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default for the purposes of this Agreement. However, any Owner or Beneficial Owner of the 2023 Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. One or more owners of the real property in Improvement Area No. 5 as of the Closing Date may also have executed a continuing disclosure agreement for the benefit of the holders and Beneficial Owners of the 2023 Bonds. Any Participating Underwriter or Holder or Beneficial Owner may take such actions as may be necessary and appropriate directly against any such landowner to compel performance by it of its obligations thereunder, including seeking mandate or specific performance by court order; however the City shall have no obligation whatsoever to enforce any obligations under any such property owner agreement. Section 5.16. Limits on Special Tax Waivers and Bond Tenders. The City covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the 2023 Bonds. The City covenants not to permit the tender of 2023 Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the City having insufficient Special Tax Revenues, assuming the 33 159 Attachment 2 Special Taxes are levied and collected in the maximum amount permitted by the Rate and Method, to pay the principal of and interest when due on the 2023 Bonds remaining Outstanding following such tender. Subject to the foregoing, in the event 2023 Bonds are tendered to the Fiscal Agent, such 2023 Bonds shall be cancelled by the Fiscal Agent and shall cease to accrue interest from the date such 2023 Bonds are tendered. Upon surrender of a 2023 Bond to be tendered in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the tendering party a new 2023 Bond or 2023 Bonds the principal amount of which is equal to the untendered portion of the 2023 Bonds and the interest rate and maturity date of which shall be the same as the interest rate and maturity date of the tendered 2023 Bond. To the extent applicable, the City shall deliver to the Fiscal Agent an Officer's Certificate setting forth any adjustments to the mandatory sinking fund schedule as a result of the tender, which Officer's Certificate must be accompanied by a certificate of an Independent Financial Consultant to the effect that it has reviewed the proposed adjustments in the mandatory sinking fund schedule and that the remaining Special Tax Revenues, if the Special Taxes are levied and collected in the maximum amount permitted by the Rate and Method, will be sufficient to pay principal of and interest on the 2023 Bonds when due following such adjustment. Section 5.17. City Bid at Foreclosure Sale. The City will not bid at a foreclosure sale of property in respect of delinquent Special Taxes, unless it expressly agrees to take the property subject to the lien for Special Taxes and that the Special Taxes levied on the property are payable while the City owns the property. Section 5.18. Amendment of Rate and Method. The City shall not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the 2023 Bonds. If an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds, the City shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds. 34 160 Attachment 2 ARTICLE VI INVESTMENTS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. (A) General. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, which in any event by their terms mature prior to the date on which such moneys are required to be paid out hereunder, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall hold such funds uninvested. The Finance Director shall make note of any investment of funds hereunder in excess of the yield on the 2023 Bonds so that appropriate actions can be taken to assure compliance with Section 5.11. (B) Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any Permitted Investment or in any other lawful investment for City funds, which in any event by its terms matures prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. (C) Actions of Officials. The Fiscal Agent and its affiliates or the City may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the City shall incur any liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments. (D) Valuation of Investments. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the 2023 Bonds (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Tax Code and (unless valuation is undertaken at least annually) investments of funds in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Tax Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Tax Code or for any determination of Fair Market Value or present value and may conclusively rely upon an Officer's Certificate as to such valuations. (E) Commingled Money. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the City hereunder, provided that the Fiscal Agent or the City, as applicable, shall at all times account for such 35 161 Attachment 2 investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement. (F) Confirmations Waiver. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The City understands that trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Fiscal Agent will furnish the City periodic cash transaction statements which will include detail for all investment transactions made by the Fiscal Agent hereunder. Upon the City's election, such statements will be delivered via the Fiscal Agent's online service and upon electing such service, paper statements will be provided only upon request. (G) Sale of Investments. The Fiscal Agent or the City, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the City shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. Section 6.02. Liability of City. (A) General. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder. (B) Reliance. In the absence of bad faith, the City, including each Authorized Officer of the City, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City by the Fiscal Agent or an Independent Financial Consultant and conforming to the requirements of this Agreement. The City, including each Authorized Officer of the City, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. (C) No General Liability. No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 36 162 Attachment 2 repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (D) Owner of Bonds. The City shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Section 6.03. Employment of Agents by City. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. 37 163 Attachment 2 ARTICLE VII THE FISCAL AGENT Section 7.01. The Fiscal Agent. (A) Appointment. The Fiscal Agent is hereby appointed as the fiscal, authentication, paying and transfer agent hereunder for the 2023 Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the Fiscal Agent. (B) Merger. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Finance Director written notice of any such succession hereunder. (C) Removal. Upon 30 days written notice, the City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (D) Resignation. The Fiscal Agent may at any time resign by giving written notice to the City by certified mail return receipt requested, and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective only upon acceptance of appointment by the successor Fiscal Agent. (E) No Successor. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, or any Owner may apply, at the expense of the City, to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. (F) Court Order. If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Finance Director in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that the Finance 38 164 Attachment 2 Director in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the 2023 Bonds. Section 7.02. Liability of Fiscal Agent. (A) General. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Agreement or of the 2023 Bonds, nor shall the Fiscal Agent incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the 2023 Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the 2023 Bonds. All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the directors, officers and employees of the Fiscal Agent. The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent. (B) Reliance. The Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, documents, written instructions or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates, documents, written instructions or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, facsimile transmission, electronic mail, or other paper or document which it shall reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. (C) No Duty to Inquire. The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the City herein or of any of the documents executed by the City in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder. 39 165 Attachment 2 (D) Errors in Judgment. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer of the Fiscal Agent unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. (E) No Expenditures. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (F) No Action. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners under this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (G) Owner of Bonds. The Fiscal Agent may become the owner of the 2023 Bonds with the same rights it would have if it were not the Fiscal Agent. Section 7.03. Information; Books and Accounts. The Fiscal Agent shall provide to the City such information relating to the 2023 Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to monthly statements reporting funds held and transactions by the Fiscal Agent, including the value of any investments held by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions made by the Fiscal Agent relating to the expenditure of amounts disbursed from the following funds and any accounts in such funds: the Bond Fund, the Special Tax Fund, the Reserve Fund, the Improvement Fund, and the Costs of Issuance Fund. Such books of record and accounts shall, upon reasonable notice, during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, facsimile transmission, electronic mail, written instructions, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer's Certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the 40 166 Attachment 2 provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys (including the allocated costs of in-house attorneys), agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless from and against any liabilities, costs, suits, claims or expenses, including fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement, and payment of the 2023 Bonds and discharge of this Agreement, but any monetary obligation of the City arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund. 41 167 Attachment 2 ARTICLE VIII MODIFICATION OR AMENDMENT Section 8.01. Amendments Permitted. (A) With Consent. This Agreement and the rights and obligations of the City and of the Owners of the 2023 Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of 2023 Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any 2023 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any 2023 Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the 2023 Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of 2023 Bonds required for the amendment hereof. (B) Without Consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City herein, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding 2023 Bonds in any material respect, including, but not limited to, amending the Rate and Method; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and not adversely affecting the rights of the Owners of the 2023 Bonds in any material respect; (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exclusion from gross income for federal income tax purposes of interest on the 2023 Bonds; (v) in connection with the issuance of any Parity Bonds under and pursuant to Section 3.06. (C) Fiscal Agent's Consent. Any amendment of this Agreement may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall be furnished an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion and shall be absolutely protected in so relying. 42 168 Attachment 2 Section 8.02. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the 2023 Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01(A), to take effect when and as provided in this Section 8.03. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the City), to each Owner of 2023 Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section 8.03 provided. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the 2023 Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section 8.03 provided. Each such consent shall be effective only if accompanied by proof of ownership of the 2023 Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the 2023 Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section 8.03 provided for has been mailed. After the Owners of the required percentage of 2023 Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section 8.03 for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of 2023 Bonds and will be effective as provided in this Section 8.03 (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all 2023 Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. 2023 Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding 2023 Bonds provided for in this Article VII I, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request of the Fiscal Agent, the City shall specify in a certificate to the Fiscal Agent those 2023 Bonds disqualified pursuant to this Section and the Fiscal Agent may conclusively rely on such certificate. 43 169 Attachment 2 Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective under this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City, the Fiscal Agent and all Owners of 2023 Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that 2023 Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any 2023 Bond Outstanding at such effective date and upon presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such 2023 Bond. The City may determine that new 2023 Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any 2023 Bonds then Outstanding, such new 2023 Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for 2023 Bonds then Outstanding, upon surrender of such 2023 Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular 2023 Bonds held by him, provided that due notation thereof is made on such 2023 Bonds. 44 170 Attachment 2 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02. Successor and Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. The City may pay and discharge the entire indebtedness on all or any portion of 2023 Bonds Outstanding in any one or more of the following ways: (A) by paying or causing to be paid the principal of, and interest and any premium on, all 2023 Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, irrevocably, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in the Bond Fund and the Reserve Fund hereof, is fully sufficient to pay all 2023 Bonds Outstanding, including all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, irrevocably, cash and/or Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in the Bond Fund and the Reserve Fund (to the extent invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all 2023 Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such 2023 Bonds are to be redeemed prior to the maturity thereof and notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any such 2023 Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such 2023 Bonds shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. 45 171 Attachment 2 Notwithstanding the foregoing, the following obligations and pledges of the City shall continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the 2023 Bonds not so surrendered and paid all sums due thereon, (ii) the obligation of the City to pay amounts owing to the Fiscal Agent pursuant to Section 7.05, and (iii) the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes. Upon compliance by the City with the foregoing with respect to all 2023 Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City and any Special Taxes thereafter received by the City shall not be remitted to the Fiscal Agent but shall be retained by the City to be used for any purpose permitted under the Act. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration, consent or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration, consent or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered 2023 Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent under Section 2.07. Any request, declaration, consent or other instrument or writing of the Owner of any 2023 Bond shall bind all future Owners of such 2023 Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No Council member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of or interest or any premium on the 2023 Bonds; but nothing herein contained shall relieve any such Council member, officer, agent or employee from the performance of any official duty provided by law. 46 172 Attachment 2 Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served (A) by facsimile transmission receipt of which has been confirmed, (B) by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) or (C) electronic mail as follows: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attention: Finance Director Fax: (925) 833-8741 Email: jay.baksa@dublin.ca.gov Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served (A) by facsimile transmission receipt of which has been confirmed, (B) by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) or (C) electronic mail as follows: U.S. Bank Trust Company, National Association Global Corporate Trust One California Street, Suite 1000 San Francisco, California 94111 Attention: Michelle Knutson Fax: (602) 257-5433 Email: michelle.knutson@usbank.com Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the 2023 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the principal of, and the interest and any premium on, the 2023 Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners of such 2023 Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, such 2023 Bonds. Any right of any Owner to look to the City for such payment shall survive only so long as required under applicable law. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State. 47 173 Attachment 2 Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regularity. 2023 Bonds issued under this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the 2023 Bonds, or the date fixed for redemption of any 2023 Bonds, or the date any action is to be taken under this Agreement, is other than a Business Day, the payment of interest or principal (and premium, if any) or the action shall be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date. Section 9.13. State Reporting Requirements. In addition to Section 5.15, the following requirements shall apply to the 2023 Bonds: (A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the 2023 Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall cause the information required by Government Code Section 53359.5(b) to be supplied to CDIAC. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the 2023 Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the 2023 Bonds so as to reduce the amount in the Reserve Fund to less than the Reserve Requirement, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. The Finance Director shall notify CDIAC and the Original Purchasers of such failure or withdrawal within 10 days of such failure or withdrawal. (C) Special Tax Reporting. The Finance Director shall file a report with the City no later than January 1, 2024, and at least once a year thereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to Improvement Area No. 5, (ii) the amount of 2023 Bond proceeds collected and expended with respect to the CFD, and (iii) the status of the Project. It is acknowledged that the Special Tax Fund and the Special Tax Prepayments Account are the accounts into which Special Taxes collected in Improvement Area No. 5 will be deposited for purposes of Section 50075.1(c) of the California Government Code, and the funds and accounts listed in Section 4.01 are the funds and accounts into which 2023 Bond proceeds will be deposited for purposes of Section 53410(c) of the California Government Code, and the annual report described in the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3(d) and 53411 of the California Government Code. (D) Amendment. The reporting requirements of this Section 9.13 shall be amended from time to time, without action by the City or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the California Government Code. Notwithstanding the foregoing, any such amendment shall not, in itself, affect the City's obligations under the Continuing Disclosure Agreement. The City shall notify the Fiscal Agent in writing of any such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement. 48 174 Attachment 2 (E) No Liability. None of the City and its officers, agents and employees (including each Authorized Officer of the City), nor the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 9.13. The City shall provide copies of any such reports to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the City to photocopy and pay any postage or other delivery cost to provide the same, as determined by the City. The term "Bondowner" for purposes of this Section 9.13 shall include any "Beneficial Owner" of the 2023 Bonds, as the term "Beneficial Owner" is described in Section 2.10. Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. * * * * * * * * * * 49 175 Attachment 2 IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Agreement to be executed as of the date first written above. CITY OF DUBLIN, for and on behalf of the CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) By: Finance Director U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer [Signature Page to Fiscal Agent Agreement dated as of December 1, 2023] 176 Attachment 2 EXHIBIT A FORM OF 2023 BOND No. ***$ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ALAMEDA CITY OF DUBLIN Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bond, Series 2023 INTEREST RATE MATURITY DATE DATED DATE CUSIP September 1, December , 2023 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: *** DOLLARS*** *** The City of Dublin (the City) for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "CFD"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in Improvement Area No. 5 of the CFD or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Dated Date set forth above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for unless this Bond is authenticated on or before an Interest Payment Date (as hereinafter defined) and after the close of business on the Record Date (as hereinafter defined) preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to February 15, 2024 (the "Record Date"), in which event it shall bear interest from the Dated Date identified above, payable semiannually on each March 1 and September 1, commencing March 1, 2024 (each an "Interest Payment Date"), at the interest rate set forth above, until the principal amount hereof is paid or made available for payment; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment. Principal of and interest on the Bonds (including the final interest payment upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check of the Fiscal Agent (defined below) mailed by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer Exhibit A Page 1 177 Attachment 2 made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent or such other place as designated by the Fiscal Agent. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by resolution of the City Council of the City on , 2023 (the "Resolution"), under the Mello -Roos Community Facilities Act of 1982, as amended, being sections 53311, et seq., of the California Government Code (the "Act") for the purpose funding certain facilities for the CFD, and is one of the series of bonds designated "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023" (the "Bonds"). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of December 1, 2023 (the "Agreement"), between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent") and this reference incorporates the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Act, the Resolution and the Agreement, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within Improvement Area No. 5 of the CFD (the "Special Tax") and certain funds held under the Agreement. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City, as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth in the Agreement) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Optional Redemption. The Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments), on any date on and after September 1, 20 , in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date September 1, 20 September 1, 20 September 1, 20 September 1, 20 through August 31, 20_ through August 31, 20_ through August 31, 20_ and any date thereafter Redemption Price 103% 102 101 100 Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund shall be used to redeem Bonds on the next Interest Payment Date for which notice of redemption can timely be given under the Agreement, in whole or in part among maturities as specified by the City, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Exhibit A Page 2 178 Attachment 2 Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 20 103% On September 1, 20 and March 1, 20 102 On September 1, 20 and March 1, 20 101 On September 1, 20 and any Interest Payment Date thereafter 100 Mandatory Partial Redemption. The Term Bonds maturing on September 1, 20 , September 1, 20 , September 1, 20 and September 1, 20 (collectively, the "Term Bonds") are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following tables: Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Principal Amount Subiect to Redemption Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Principal Amount Subiect to Redemption Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Exhibit A Page 3 Principal Amount Subiect to Redemption 179 Attachment 2 Term Bonds of September 1, 20 Mandatory Partial Redemption Date (September 1) (Maturity) Principal Amount Subiect to Redemption Provided, however, if some but not all of the Term Bonds have been redeemed by optional or Special Tax prepayment redemption, the amounts in the foregoing tables may be adjusted. Under the terms of the Agreement, in the event the City pays and discharges the entire indebtedness on all or any portion on the Bonds Outstanding (as such term is defined therein) in one or more of the ways specified therein, the pledge of the Special Taxes and other funds provided for in the Agreement and all other obligations of the City under the Agreement with respect to such Bonds shall cease and terminate. Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. The City has the right to rescind any notice of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption as further described in the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made in the circumstances set forth in the Fiscal Agent Agreement. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. IT IS HEREBY CERTIFIED, RECITED AND DECLARED by the City that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the Exhibit A Page 4 180 Attachment 2 City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fiscal Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Exhibit A Page 5 181 Attachment 2 IN WITNESS WHEREOF, the City of Dublin has caused this Bond to be to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of the City Clerk. City Clerk Mayor [FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the Agreement which has been authenticated on U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Signatory Exhibit A Page 6 182 Attachment 2 [FORM OF ASSIGNMENT] For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Fiscal Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Fiscal Agent. NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 7 183 Attachment 2 EXHIBIT B CITY OF DUBLIN Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND REQUISITION NO. The undersigned hereby states and certifies that: (i) I am the duly appointed, qualified and acting of the City of Dublin, a municipal corporation duly organized and existing under the laws of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same. (ii) I am an "Authorized Officer," as such term is defined in that certain Fiscal Agent Agreement, dated as of December 1, 2023 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). (iii) Under Section 4.07(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of a Project cost (as Project is defined in the Fiscal Agent Agreement) as described on attached Schedule A. Payments shall be made by check or wire transfer in accordance with the payment instructions set forth on Schedule A (or the invoice attached thereto) and the Fiscal Agent shall rely on such payment instructions as though given by the City with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein or the authority under which they were given. (iv) No portion of the amount herein requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. Dated: CITY OF DUBLIN By: Exhibit B Page 1 (Signature) (Title) 184 Attachment 2 SCHEDULE A Payee Name and Address Purpose of Obligation Amount Exhibit B Page 2 185 Attachment 2 EXHIBIT C CITY OF DUBLIN Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND REQUISITION NO. The undersigned hereby states and certifies that: (i) I am the duly appointed, qualified and acting of the City of Dublin, a municipal corporation duly organized and existing under the laws of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same. (ii) I am an "Authorized Officer," as such term is defined in that certain Fiscal Agent Agreement, dated as of December 1, 2023 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). (iii) Under Section 4.02(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Costs of Issuance Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth in an invoice submitted by each such payee but no more than the amount set forth opposite such payee, for payment or reimbursement of previous payment of Costs of Issuance (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A. Payments shall be made by check or wire transfer in accordance with the payment instructions set forth on Schedule A (or the invoice attached thereto) and the Fiscal Agent shall rely on such payment instructions as though given by the City with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein or the authority under which they were given. (iv) The disbursements described on the attached Schedule A constitute Costs of Issuance, and are properly chargeable to the Costs of Issuance Fund. Dated: CITY OF DUBLIN By: Exhibit C Page 1 (Signature) (Title) 186 Attachment 2 SCHEDULE A Payee Name and Address Purpose of Obligation Amount Exhibit C Page 2 187 Attachment 3 Draft of October 24, 2023 CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 PURCHASE CONTRACT December , 2023 City of Dublin 100 Civic Plaza Dublin, California 94568 Ladies and Gentlemen: The undersigned, Piper Sandler & Co. (the "Underwriter") offers to enter into this Purchase Contract (the "Purchase Contract") with you, the City of Dublin (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"), and upon acceptance hereof, this offer will become binding upon the City and the Underwriter. This offer is made subject to acceptance by delivery of an executed counterpart hereof at or prior to 11:59 p.m., Pacific time, on this date or on such later date as shall have been consented to by the parties hereto. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Fiscal Agent Agreement, dated as of December 1, 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). 1. Purchase, Sale and Delivery of the Bonds. (a) Upon the basis of the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $ aggregate principal amount of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "Bonds"), dated the date of delivery of the Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Bonds of $ , plus/less an original issue [net] premium/discount of $ , less an Underwriter's discount of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Fiscal Agent Agreement. The Bonds and interest thereon will be payable from Special Tax Revenues levied and collected 188 Attachment 3 on the taxable land within Improvement Area No. 5 of the District. The City, acting as the legislative body of the District, authorized the issuance of the Bonds pursuant to a resolution adopted on , 2023 (the "City Resolution"). The proceeds from the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello -Roos Community Facilities Act of 1982, as amended, constituting Section 53311 et seq. of the California Government Code (the "Act"), (i) to finance the cost of acquiring and constructing certain public infrastructure improvements and/or finance the fees paid for capital improvements, (ii) to fund a debt service reserve fund for the Bonds, (iii) to pay for capitalized interest on a portion of the Bonds through and including September 1, 2024, and (iv) to pay for the costs of issuing the Bonds, all as more fully described in the Official Statement under the caption, "INTRODUCTION —Use of Proceeds," and as enumerated in Section 5 of this Purchase Contract. (b) The City will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated November_, 2023 (the "Preliminary Official Statement"), with only such changes therein as have been accepted by the Underwriter and approved by Jones Hall, a Professional Law Corporation ("Bond Counsel") (the Preliminary Official Statement with such changes, and including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, as then supplemented in accordance with this Purchase Contract, being herein called the "Official Statement"), signed on behalf of the City by the City Manager or other authorized official of the City, in such quantities as the Underwriter shall request. The City confirms that the information contained in the Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for any information permitted to be omitted therefrom by Rule 15c2-12, and represents and warrants that information contained in the Official Statement is deemed final as of the date hereof for purposes of Rule 15c2-12. The City will undertake, pursuant to the Continuing Disclosure Agreement dated as of , 2023 (the "Continuing Disclosure Agreement"), executed by the City, to provide certain annual information and notices of the occurrence of certain enumerated events. A description of this undertaking is set forth in the Official Statement. (c) At 8:00 a.m., Pacific time, on December _, 2023 or at such other time or on such earlier or later date as we may mutually agree upon (the "Closing Date"), the City will deliver or cause to be delivered to The Depository Trust Company ("DTC") for the account of the Underwriter in New York, New York, or at such other place as we may mutually agree upon, the Bonds in definitive form, bearing proper CUSIP numbers, duly executed and authenticated, and to the offices of Bond Counsel in San Francisco, California the other documents hereinafter mentioned; and, subject to the conditions of this Purchase Contract, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by certified or official bank check or by wiring funds (which payment in any event shall be in immediately available funds) payable to the order of the Fiscal Agent (such delivery and payment being herein referred to as the "Closing"). Upon initial issuance, the ownership of the Bonds will be registered in the name of Cede & Co., as nominee of DTC, and will be in the form of a separate, single, fully registered Bond for each maturity. 2 189 Attachment 3 (d) The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein and the certificates and opinions required to be delivered pursuant hereto. (e) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communication, substantially in a form approved by Bond Counsel, with such modifications as may be appropriate or necessary in the reasonable judgment of the Underwriter, the City, and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this subsection to establish the issue price of the Bonds may be taken on behalf of the City by the City's municipal advisor, Fieldman, Rolapp & Associates Inc., and any notice or report to be provided to the City may be provided to such municipal advisor. Except as otherwise set forth in Schedule 1 to Exhibit A attached hereto, the City will treat the first price at which ten percent of each maturity of the Bonds (the "ten percent test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the ten percent test). At or promptly after the execution of this Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the ten percent test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the ten percent test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. The underwriter confirms that it will offer the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields set forth in Schedule 1 to Exhibit A attached hereto, except as otherwise set forth therein. Schedule 1 also will set forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the ten percent test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier to occur of (i) the close of the fifth business day after the sale date; or (ii) the date on which the Underwriter has sold at least ten percent of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this subsection. A "related party" shall be defined as set forth in 26 CFR 1.150-1 (b). 3 190 Attachment 3 2. Representations, Warranties and Agreements of the City. The City represents and warrants to and agrees with the Underwriter that: (a) The District is a community facilities district duly organized and validly existing under the Constitution and laws of the State of California, and the City, acting on behalf of the District, has, and will have at the Closing Date, full power and authority to issue the Bonds, to adopt the City Resolution, to enter into the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract and to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract, and when executed and delivered by the respective parties thereto, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract will constitute the legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws related to or affecting creditors' rights generally and to the application of equitable principles as the court having jurisdiction may impose, regardless of whether such proceeding is considered a proceeding in equity or law, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against governmental entities in the State of California and by matters of public policy; (b) When delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract and assuming proper authentication by the Fiscal Agent by the manual signature of an authorized officer thereof, the Bonds will have been duly authorized, executed, issued and delivered and will constitute valid and binding limited obligations of the City, enforceable in accordance with their terms and entitled to the benefit and security of the Fiscal Agent Agreement; (c) By official action of the City prior to or concurrently with the acceptance hereof, the City has authorized and approved the distribution of the Preliminary Official Statement, authorized and approved the distribution of the Official Statement, and authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract, and the consummation by the City of all other transactions on its part contemplated by the Official Statement and this Purchase Contract; (d) As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending (with service of process against the City having been accomplished) or known to the City to be threatened against the City, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Bonds, or in any way contesting any proceedings of the City taken concerning the issuance or sale thereof, the adoption of the City Resolution, the pledge or application of any moneys or security provided for the payment of the Bonds, or in any way contesting the validity or enforceability of the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, or this Purchase Contract, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, as amended or supplemented, or the existence or powers of the City relating to the issuance of the Bonds; 4 191 Attachment 3 (e) As of the date thereof and as of the date hereof, the statements and information contained in the Preliminary Official Statement were and will be true, correct and complete in all material respects, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in light of the circumstances under which they were made, not misleading. (f) Both as of the date hereof and at the Closing Date, the statements and information contained in the Official Statement are and will be true, correct and complete in all material respects, and do not and will not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and subject to Section 6 hereof, will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to qualify as a foreign entity in any such state or take any action that would subject it to general, special or unlimited service of process in any jurisdiction in which it is not now so subject; (h) To the best knowledge of the City, the adoption of the City Resolution will not, and the execution and delivery by the City of the Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, and this Purchase Contract (collectively, the "City Documents") and compliance with the provisions on the City's part contained therein will not, in any material respect, conflict with or constitute on the part of the City a breach of or default under any material law, administrative regulation, court order, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or by which it is bound, which breach or default would have a material adverse effect on the City's ability to perform its obligations under the City Documents; (i) To the best knowledge of the City, neither the District nor the City is in breach of or in default under any applicable material law or administrative regulation of the State of California or the United States or any applicable material judgment or decree or any material loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a material adverse effect on the City's ability to perform its obligations under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a breach of or a default or an event of default under any such instrument, which breach or default would have a material adverse effect on the City's ability to perform its obligations under the City Documents; (j) To the best knowledge of the City, no other public debt secured by a tax or assessment levied by the City on the land in the District is in the process of being authorized, and, except for the City of Dublin Community Facilities District No. 2017-1 (Dublin Crossing —Public 5 192 Attachment 3 Services), no assessment districts or community facilities district have been or are in the process of being formed by the City that include any portion of the land within the District; (k) The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Act, the Constitution of the State of California and applicable laws of the State of California, and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied; (1) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys deposited in any fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the City will faithfully perform and abide by all of its covenants and undertakings, and the provisions contained in the Fiscal Agent Agreement; (m) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds; (n) If between the date of this Purchase Contract and up to and including the 25th day following the end of the underwriting period (as such term is defined in Rule 15c2-12) (i) an event occurs, of which the City has knowledge, which might or would cause the information in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, or (ii) if the City is otherwise requested to amend, supplement or otherwise change the Official Statement, the City will notify the Underwriter, and if in the reasonable opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will participate in the amendment or supplement in a form and in a manner approved by the Underwriter and counsel to the City, provided all expenses thereby incurred will be paid by the City and provided further that, for purposes of this provision, the end of the underwriting period shall be the Closing Date unless the Underwriter on or prior to the Closing provides written notice to the contrary to the City; and For twenty-five (25) days from the date of the end of the underwriting period (as such term is defined in Rule 15c2-12), (i) the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Fiscal Agent or the Underwriter shall reasonably object in writing or which shall be disapproved by any of their respective counsel, and (ii) if any event relating to or affecting the City shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, the City will forthwith cause the preparation of and furnish to the Underwriter (at the expense of the City for twenty-five (25) days from the date of Closing, and thereafter at the expense of the Underwriter) 6 193 Attachment 3 a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter and counsel to the City) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For purposes of this subsection, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. The execution and delivery of this Purchase Contract by the City shall constitute a representation by the City to the Underwriter that the representations, warranties and agreements contained in this Section 2 are true as of the date hereof; provided that as to information furnished by the City pursuant to this Purchase Contract or otherwise and in the Preliminary Official Statement and in the Official Statement, the City is relying on such information in making the City's representations, warranties and agreements; and as to all matters of law, other than federal tax and securities laws, the City is relying on the advice of counsel to the City; and as to matters of federal tax law and securities laws, the City is relying on the advice of Bond Counsel; and provided further that no member of the governing body or officer, employee or agent of the City shall be individually liable for the breach of any representation, warranty or agreement contained herein. 3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, (i) to the accuracy in all material respects of the representations, warranties and agreements on the part of the City contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, and to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date; and (ii) to the following additional conditions: (a) At the time of Closing, the City Documents shall be in full force and effect as valid, binding and enforceable agreements between or among the various parties thereto, and this Purchase Contract and the remainder of the City Documents shall not have been amended, modified or supplemented, except as described herein or as may otherwise have been agreed to in writing by the Underwriter, and there shall have been taken in connection with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate; (b) As of the Closing Date, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; (c) Between the date hereof and the Closing Date, none of the following shall have occurred: (1) legislation enacted in the Congress or in the legislature of the State of California, or a decision rendered by a court established under Article III of the Constitution of the 7 194 Attachment 3 United States or under the Constitution of the State of California, as the case may be, or by the Tax Court of the United States, or an order, ruling, regulation (final or temporary) or official or staff statement issued or made: (A) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, or any agency, commission or instrumentality of the State of California, with the purpose or effect, directly or indirectly, of imposing federal income taxation or State of California personal income taxation, respectively, upon the Special Tax Revenues (as defined in the Fiscal Agent Agreement) as would be received by the City or the Fiscal Agent or upon such interest as would be received by the holders of the Bonds or obligations of the general character of the Bonds, or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds or the Bonds are not exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), or that the Fiscal Agent Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), which, in either case, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (2) the declaration of war or the material outbreak or material escalation of existing military hostilities involving the United States or the occurrence of any other national emergency or calamity relating to the effective operation of the government of or the financial community in the United States, which, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (3) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, which, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds; (4) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters; (5) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official or staff statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as 8 195 Attachment 3 contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (6) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements or information therein, in the light of the circumstances under which they were made, not misleading, and the City refuses to amend or supplement the Official Statement to correct such statements or information; (7) the entry of an order by a court of competent jurisdiction that enjoins or restrains the City from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects proposed development of property within the District; (8) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the District, their property, income or securities (or interest thereon), the validity or enforceability of the Special Tax as contemplated by the Fiscal Agent Agreement, the City Documents, or the Official Statement; or (9) any adverse event occurs with respect to the affairs of the City, the District or the Fiscal Agent, which, in the reasonable judgment of the Underwriter, would have a material and adverse effect on the market price or marketability, at the initial offering prices set forth in the Official Statement, of the Bonds. (d) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) The City Documents, duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (2) The Official Statement, executed on behalf of the City by its City Manager or another authorized official of the City; (3) An approving opinion of Bond Counsel, dated the Closing Date and addressed to the City, in substantially the form attached to the Official Statement as APPENDIX F, together with a reliance letter addressed to the Underwriter; (4) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter and the City, to the effect that (i) the City Documents have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute a valid and binding obligation of the other respective parties thereto, constitute the legally valid and binding agreements of the City for the District enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and may be subject to general principles of equity 9 196 Attachment 3 (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in the Official Statement on the cover and under the captions "INTRODUCTION," "THE BONDS" (other than information relating to DTC and its Book -Entry Only System), "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "TAX MATTERS" and APPENDICES C and F thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Act, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds; (5) An opinion of counsel to the City, dated the Closing Date and addressed to the City and the Underwriter, to the effect that (i) to its current actual knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or is known to such counsel to be threatened, as to which the City is or would be a party, which would materially adversely affect the ability of the City or the District to perform their obligations under the City Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the City Documents or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents or the development of property within the District; (ii) the City is duly organized and validly existing as a public entity under the laws of the State of California and the District is duly organized and validly existing as a community facilities district under the laws of the State of California, and the City has full legal right, power and authority to issue the Bonds and to perform all of its obligations under the City Documents; (iii) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any California governmental authority, board, agency or commission having jurisdiction that constitute a condition precedent to the levy of the Special Tax, the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regulations; (iv) the City Council has duly and validly adopted the City Documents at meetings of the City Council which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the City Documents are now in full force and effect and have not been amended; and (v) the City has duly authorized, executed and delivered the City Documents and has duly authorized the preparation and delivery of the Official Statement; (6) An opinion of Jones Hall, A Professional Law Corporation, as Disclosure Counsel, dated the Closing Date and addressed to the City and Underwriter, to the effect that nothing has come to such counsel's attention that would lead them to believe that the Official Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book -entry system, as to which no opinion need be expressed), contains an untrue 10 197 Attachment 3 statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (7) An opinion of Rossi A. Russell, Esq., counsel to the Underwriter, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (ii) without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of his participation in conferences with representatives of the City, Bond Counsel, Disclosure Counsel, representatives of the Underwriter, and others, and his examination of certain documents, nothing has come to his attention that has led him to believe that the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any information relating to The Depository Trust Company, or any information relating to CUSIP cfty numbers, or with respect to any financial or statistical data or forecasts or estimates or assumptions or any expressions of opinion or appraised or assessed valuations); (8) A certificate of the City Manager, or such other authorized official of the City as is acceptable to the Underwriter, dated the Closing Date, to the effect that: (A) the representations and warranties made by the City herein are true and correct as of the Closing Date with the same effect as if made on the Closing Date; and (B) no event affecting the City has occurred since the date of the Official Statement that either (i) makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement concerning the City, or (ii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein concerning the City not misleading in any material respect; (9) A certified copy of the City Resolution authorizing the execution and delivery of the Bonds, the Fiscal Agent Agreement, the Official Statement, the Continuing Disclosure Agreement, and this Purchase Contract; (10) A certificate of the City pursuant to Rule 15c2-12 relating to the Preliminary Official Statement, in form and substance satisfactory to the Underwriter; (11) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent, each dated the Closing Date and addressed to the City and the Underwriter, to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; (12) A certificate of Dublin Crossing, LLC, a Delaware limited liability company ("Dublin Crossing" or "Developer"), Brookfield Bay Area Holdings LLC, a Delaware limited liability company ("Brookfield BAH" or "Developer"), and Lennar Homes of California, LLC ("Lennar Homes" or "Developer"), with each certificate dated the date of the Preliminary 11 198 Attachment 3 Official Statement and substantially in the form attached as Exhibits B, C, and D hereto (each a "Developer Certificate"), or as any such certificate may be modified with the approval of the Underwriter, and a closing certificate of each Developer dated the Closing Date to the effect that the representations in its respective Developer Certificate are true and correct as of the Closing Date (except that all references to the Preliminary Official Statement in each Developer Certificate shall be deemed to be references to the final Official Statement); (13) Separate continuing disclosure agreements executed by each of the City, Brookfield BAH, Lennar Homes, and Dublin Crossing and the dissemination agents when named therein in the forms attached as APPENDIX G to the Official Statement (each a "Developer Continuing Disclosure Agreement"); (14) An opinion letter from counsel to each Developer (which may be in-house counsel), dated the Closing Date and addressed to the City and the Underwriter, substantially to the effect that: (a) [for each Developer], the Developer is duly formed, validly existing and in good standing under the laws of the state of its formation and has full power and authority to enter into its Developer Continuing Disclosure Agreement; (b) [for each Developer], the Developer has duly and validly executed and delivered its Developer Continuing Disclosure Agreement, and its Developer Continuing Disclosure Agreement constitutes the legal, valid and binding obligations of such Developer, enforceable against such Developer in accordance with its terms; and (c) [for each Developer with respect to the Developer that it represents], without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement under the captions [for the Dublin Crossing Opinion] "THE BOULEVARD PROJECT" (other than under the captions "— Groundwater Testing Required by SFRWQCB" — Current Status of Home Marketing," and "— Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement," and "— Market Pricing and Absorption Analysis," "IMPROVEMENT AREA NO. 4 — Formation of the District," "—Location and Description of Improvement Area No. 4 and the Immediate Area," "—Improvement Area No. 4 Ownership," "— Tract Map Status," "Dublin Crossing, LLC," and "—The Merchant Builders," and "—Financing Plan — Developer," and "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4" (other than under the caption "— The Developer, Brookfield, and Lennar Homes — BrookCal," — Brookfield BAH," — Lennar Homes" and "— Lennar Corporation"), and "CONTINUING DISCLOSURE — Dublin Crossing"; [for the Brookfield BAH opinion] "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing" and "Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement" (other than any information found on the geotracker website referenced in the caption "—Homebuyer Disclosure Statement," "IMPROVEMENT AREA NO. 4 — Improvement Area No. 4 Ownership," "— The Development Plan — Melrose Neighborhood," "—Financing Plan — Merchant Builders — Brookfield Merchant Builder Financing Plan," "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes — BrookCal," and — "Brookfield BAH," and "CONTINUING DISCLOSURE — Brookfield BAH"; [for the Lennar Homes opinion] "THE BOULEVARD PROJECT" — Groundwater Testing Required by SFRWQCB —Current Status of Home Marketing" and "Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement," (other than any information found on the geotracker website referenced in the caption "— Homebuyer Disclosure Statement"); "IMPROVEMENT AREA NO. 4 — The Development Plan — Venice Neighborhood' and — "Lombard Neighborhood," and "—Financing Plan — Merchant Builders — 12 199 Attachment 3 Lennar Homes Financing Plan"; "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes —Lennar Homes" and "— Lennar Corporation"; and "CONTINUING DISCLOSURE — "Lennar Homes" (except that no opinion or belief need be expressed as to any information relating to The Depository Trust Company, or any information relating to CUSIP numbers, or with respect to any financial statements and other financial, statistical, economic, demographic or engineering data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, or any information about valuation, appraisals, market absorption, archaeological, or environmental matters, or to any information which is attributable to a source other than the applicable Developer contained in the Official Statement), no facts came to their attention during the course of their representation of the applicable Developer that would lead them to believe that the information under said captions of the Official Statement relating to the applicable Developer and the applicable Developer's organization and property and its proposed development of the applicable Developer's property within the District, contains any untrue statement of a material fact or omits any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;] (15) A certificate from Integra Realty Resources (the "Appraiser") consenting to the inclusion of their appraisal report (the "Appraisal") in the Preliminary Official Statement and the final Official Statement and certifying that (i) the information in the Official Statement relating to the Appraisal does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) since the date of the Appraisal they are not aware of any facts that would materially affect the conclusions of value set forth therein; (16) One or more certificates dated the Closing Date from Goodwin Consulting Group, Inc. (the "Special Tax Consultant") addressed to the City and the Underwriter to the effect that (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all Parcels (as defined in the Rate and Method of Apportionment of Special Tax for the District) of Taxable Property in the District less Administrative Expenses (as defined in the Rate and Method of Apportionment of Special Tax for the District), is at least one hundred ten percent (110%) of the total Annual Debt Service for each such Fiscal Year on the Bonds, and (ii) all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date; and (17) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the Closing Date, of the representations of the City contained herein, and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City. 4. Conditions to the Obligations of the City. The obligations of the City to issue and deliver the Bonds on the Closing Date shall be subject, at the option of the City, to the performance by the Underwriter of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: 13 200 Attachment 3 (a) The Fiscal Agent Agreement, the Continuing Disclosure Agreements to be executed by the Developers, and this Purchase Contract, respectively, shall have been executed by the other parties thereto; and (b) No order, decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued, nor shall any legislation have been enacted, with the purpose or effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated hereby or by the Official Statement; 5. Expenses. All reasonable expenses, fees and costs of the City incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds to the Underwriter, including printing costs of outside printing companies incurred in connection with printing the Bonds and preparing the Official Statement, fees and expenses of consultants, fees and expenses of counsel for the City, if any, fees and expenses of the Fiscal Agent and of the Fiscal Agent's counsel (if any), fees of DTC, fees and expenses of rating agencies, insurance policy premiums, if any, any out-of-pocket disbursements of the City, and fees and expenses of Bond Counsel, Disclosure Counsel, and Underwriter's counsel shall be paid by the City. All fees and expenses to be paid by the City pursuant to this Purchase Contract may be paid from Bond proceeds to the extent permitted under federal tax law. All expenses of selling the Bonds, all out-of-pocket expenses of the Underwriter, including travel and other expenses, CUSIP Service Bureau charges, California Debt and Investment Advisory Commission fees, and blue sky fees, if any, shall be paid by the Underwriter. 6. Termination. This Purchase Contract may be terminated by the Underwriter if any of the conditions specified in Section 3 hereof shall not have been fulfilled by the Closing, upon written notice of such termination to the City. This Purchase Contract may be terminated by the City if any of the conditions specified in Section 4 hereof shall not have been fulfilled by the Closing, upon written notice of such termination to the Underwriter. Any notice of termination pursuant to this Section 6 shall be given in the manner provided in Section 7 hereof. If this Purchase Contract shall be terminated as provided in the first paragraph of this Section 6, such termination shall be without liability of the City or the Underwriter, except as to the expenses in Section 5 above. 7. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing at the address of the City set forth above; any notice or other communication to be given to the Underwriter may be given by delivering the same to Piper Sandler & Co., 3626 Fair Oaks Boulevard, Suite 100, Sacramento, California 95864. 8. Governing Law. 14 201 Attachment 3 The laws of the State of California govern all matters arising out of or relating to this Purchase Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement. 9. Arms -Length Transaction. The City and the Underwriter acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's-length, commercial transaction between the City and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as an agent, advisor or fiduciary of the City, (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the City with respect to this Purchase Contract, the offering of the Bonds and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the City on other matters), (iii) the only contractual obligations the Underwriter has to the City with respect to the transactions contemplated hereby are those set forth in this Purchase Contract, (iv) the Underwriter has financial and other interests that differ from those of the City, and (v) the City has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, to the extent they have deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter's obligations of fair dealing under MSRB Rule G-17. 10. Miscellaneous. This Purchase Contract is made solely for the benefit of the City and the Underwriter, and no other person shall acquire or have any right hereunder or by virtue hereof except as expressly provided herein. All representations, warranties and agreements of the City in this Purchase Contract shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds. This Purchase Contract may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same agreement. 15 202 Attachment 3 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Underwriter the enclosed duplicate hereof, whereupon it will become a binding agreement between the City and the Underwriter. Piper Sandler & Co. as Underwriter By: Accepted and Agreed to: Authorized Officer CITY OF DUBLIN, on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) By: Authorized Officer 16 203 Attachment 3 EXHIBIT A Maturity Schedule* $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND YIELDS FOR THE BONDS $ Serial Bonds Maturity Principal Interest (September 1) Amount Rate [2024 $ % 2025 $ % 2026 $ % 2027 $ 2028 $ % 2029 $ % 2030 $ % 2031 $ % 2032 $ % 2033] $ % Yield $ % Term Bond due September 1, 20 to Yield % $ % Term Bond due September 1, 20 to Yield % [* Priced to optional redemption date of September 1, 20 at 100%] REDEMPTION PROVISIONS FOR THE BONDS (i) Optional Redemption. The Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments) on any date on and after September 1, 20_, in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed, as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Date September 1, 20 September 1, 20 September 1, 20 September 1, 20_ through August 31, 20_ through August 31, 20_ through August 31, 20_ and any date thereafter Redemption Price 103% 102% 101% 100% A-1 204 Attachment 3 (ii) Mandatory Partial Redemption. The Term Bonds maturing on September 1, 20 are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: Mandatory Partial Redemption Date (September 1) Principal Amount Subject to Redemption 20 $ 20 20 20 (maturity) The Term Bonds maturing on September 1, 20_ are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: Mandatory Partial Redemption Date Principal Amount (September 1) Subiect to Redemption 20 $ 20 20 20 20 (maturity) Provided, however, if some but not all of the Term Bonds have been redeemed under subsection (i) above or subsection (iii) below, the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate principal amount of Term Bonds so redeemed, to be allocated among such Mandatory Partial Redemption Dates on a pro-rata basis in integral multiples of $5,000 as determined by or on behalf of the City, notice of which determination (which shall consist of a revised mandatory partial redemption schedule) shall be given by the City to the Fiscal Agent. (iii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Fiscal Agent Agreement shall be A-2 205 Attachment 3 used to redeem Bonds on the next Interest Payment Date for which notice of redemption can timely be given under the Fiscal Agent Agreement, in whole or in part among maturities as specified by the City, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 20_ 103% On September 1, 20_ and March 1, 20_ 102% On September 1, 20_ and March 1, 20_ 101% On September 1, 20_ and any Interest Payment Date thereafter 100% A-3 206 Attachment 3 Schedule 1 Initial Offering Prices Maturity (September 1)* Par Value Price Coupon Yield 2024 $ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2037 2042 2047 2051 * The ten percent test has been satisfied for this maturity and the "hold -the -offering -price rule" is not in effect with respect thereto. ** Priced to September 1, 2032 optional redemption date at 100 percent. * * * Term Bonds A-4 207 Attachment 3 EXHIBIT B CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2022 CERTIFICATE OF DUBLIN CROSSING, LLC Dated: , 2023 In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Purchase Contract (the "Purchase Contract") to be executed by and between City of Dublin (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"), and Piper Sandler & Co. (the "Underwriter"), the undersigned certify that they are familiar with the facts herein certified and are authorized and qualified to certify the same as authorized officers or representatives of Dublin Crossing, LLC, a Delaware limited liability company (the "Developer"), and the undersigned, on behalf of the Developer, further certify, represent, warrant, and covenant to the City, the District and the Underwriter as of the date hereof that: 1. The Developer is duly organized and validly existing under the laws of the State of Delaware, is qualified to transact business in the State of California, and has all requisite right, power, and authority to execute and deliver this Certificate of Dublin Crossing, LLC (the "Certificate") and the Developer Continuing Disclosure Agreement (Developer — Dublin Crossing, LLC), dated as of October 1, 2022, to be executed by the Developer (the "Continuing Disclosure Agreement"). 2. The Developer makes the representations in this Certificate with respect to certain property within Improvement Area No. 4 of the District held in the name of the Developer, as described in the Preliminary Official Statement (herein, the "Property"). 3. The Developer has duly authorized the execution and delivery at the Closing of the Continuing Disclosure Agreement. B-1 208 Attachment 3 4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,' the Developer and its Affiliates2 have not violated any applicable law or administrative regulation of the State of California or the United States of America, or any agency or instrumentality of either, which violation could reasonably be expected to materially and adversely affect the Developer's ability to pay Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned (a) the Developer and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the "Material Agreements") to which the Developer or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer's ability to develop the Property as described in the Preliminary Official Statement or the Developer's ability to pay Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency, and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default. 6. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Developer or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Developer nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Developer's ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 7. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the 1 As used in this Certificate, the phrase "Actual Knowledge of the Undersigned" means the current actual (as opposed to constructive) knowledge that the individuals signing on behalf of the Developer currently have as of the date of this Certificate or have obtained through (i) interviews with such current officers and responsible employees of the Developer and its Affiliates as the undersigned have determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned have not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer's current business and operations. Individuals who are no longer employees of the Developer and its Affiliates have not been contacted. "Affiliate" means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to an evaluation of the District and the Bonds (i.e., information relevant to (a) the Developer's development plans with respect to its Property, or (b) such Person's assets or funds that would materially affect the Developer's ability to develop its Property as described in the Preliminary Official Statement. Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the Developer: Lennar Homes of California, LLC; or Brookfield Bay Area Holdings, LLC. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. B-2 209 Attachment 3 Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate (with proper service of process to such Affiliate having been accomplished) or, to the Actual Knowledge of the Undersigned, is threatened in writing against the Developer or any such Affiliate which if successful, is reasonably likely to materially and adversely affect the Developer's ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 8. As of the date thereof, the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, solely with respect to information contained therein with respect to the Developer, its Affiliates, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer or any Affiliates as set forth under the captions "THE BOULEVARD PROJECT" (other than under the captions "—Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing," "—Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement," and "—Market Pricing and Absorption Analysis" for which no certification is provided), "IMPROVEMENT AREA NO. 4—Formation of the District," "—Location and Description of Improvement Area No. 4 and the Immediate Area," "—Improvement Area No. 4 Ownership," "—Tract Map Status," "— Dublin Crossing, LLC," "—The Merchant Builders," and "—Financing Plan — Developer," "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4" (other than under the caption "— The Developer, Brookfield, and Lennar Homes "—BrookCal," "— —Brookfield BAH," "— — Lennar Homes" and "——Lennar Corporation" for which no certification is provided), and "CONTINUING DISCLOSURE — Dublin Crossing" (but in all cases under all captions excluding therefrom (i) information regarding the Appraisal, market value ratios, and annual special tax ratios, and (ii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates that it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code. The foregoing covenant shall not prevent the Developer in any way from bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, including, without limitation, (a) contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 4 (or any other improvement area in the District) pursuant to which the Special Taxes are levied, (b) with respect to the application or use of the Special Taxes levied and collected, or (c) to enforce the obligations of the City and/or the District under the City Documents, or any other agreements among the Developer and its Affiliates, the City, and/or the District or to which the Developer or its Affiliates is a party or beneficiary. B-3 210 Attachment 3 10. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by a tax or assessment on the property in Improvement Area No. 4 exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property. 11. The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer and some of its Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. To the Actual Knowledge of the Undersigned, in the last five years, neither the Developer nor any of its Affiliates have been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Developer or any current Affiliate during the period of their ownership included within the boundaries of a community facilities district or an assessment district within California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a judicial foreclosure action being commenced against the Developer or any such Affiliate in a court of law. 12. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement. 13. The Developer intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof. 14. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliates of the Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 16. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 8 above (and subject to all limitations set forth in Paragraph 8), the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, the Underwriter, and their officials and employees, and each Person, if B-4 211 Attachment 3 any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an "Indemnified Party"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions, or legal or other expenses arise out of or are based upon any untrue statement by the Developer of a material fact contained in the above referenced information in the Preliminary Official Statement, as of its date, or the omission by the Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment as set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of B-5 212 Attachment 3 time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. 17. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Affiliates, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer or any Affiliates shall occur of which the undersigned have actual knowledge and which the undersigned believe would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 8 hereof (and subject to all limitations set forth in Paragraph 8), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter. 18. [To be inserted into the Closing Certificate only] For the period through 25 days after the "end of the underwriting period" (which, for purposes of this provision, shall be the Closing Date unless the Underwriter on or prior to the Closing provides written notice to the contrary to the Developer), if any event relating to or affecting the Developer, its Affiliates, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer's development plan or the Developer's financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the statements made in the Official Statement not misleading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 19. On behalf of the Developer, the undersigned have reviewed the contents of this Certificate and have met with counsel to the Developer for the purpose of discussing the meaning of its contents. B-6 213 Attachment 3 Capitalized terms not defined in this Certificate shall have the meanings given such terms in the Purchase Contract. The undersigned have executed this Certificate solely in their capacities as authorized representatives of Developer and they will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Developer. DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: Name: Title: By: Name: Title: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment, LLC, a Delaware limited liability company Its: Member By: Name: Title: B-7 214 Attachment 3 EXHIBIT C CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2022 CERTIFICATE OF BROOKFIELD BAY AREA HOLDINGS LLC Dated: , 2023 In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Purchase Contract (the "Purchase Contract") to be executed by and between City of Dublin (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"), and Piper Sandler & Co. (the "Underwriter"), the undersigned certify that they are familiar with the facts herein certified and are authorized and qualified to certify the same as authorized officers or representatives of Brookfield Bay Area Holdings LLC, a Delaware limited liability company (the "Developer"), and the undersigned, on behalf of the Developer, further certify, represent, warrant, and covenant to the City, the District and the Underwriter as of the date hereof that: 1. The Developer is duly organized and validly existing under the laws of the State of Delaware, is qualified to transact business in the State of California, and has all requisite right, power, and authority to execute and deliver this Certificate of Brookfield Bay Area Holdings LLC (the "Certificate") and the Developer Continuing Disclosure Agreement (Developer — Brookfield Bay Area Holdings LLC), dated as of October 1, 2022, to be executed by the Developer (the "Continuing Disclosure Agreement"). 2. The Developer makes the representations in this Certificate with respect to certain property within Improvement Area No. 4 of the District held in the name of the Developer, as described in the Preliminary Official Statement (herein, the "Property"). Except as otherwise described in the Preliminary Official Statement, the Developer is and, as of the date of this Certificate, expects to remain, the party responsible for the construction and sale of homes within its respective portion of the Property. 3. The Developer has duly authorized the execution and delivery at the Closing of the Continuing Disclosure Agreement. C-1 215 Attachment 3 4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,' the Developer and its Affiliates2 have not violated any applicable law or administrative regulation of the State of California or the United States of America, or any agency or instrumentality of either, which violation could reasonably be expected to materially and adversely affect the Developer's ability to pay Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, (a) the Developer and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the "Material Agreements") to which the Developer and its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default. 6. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Developer and its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Developer nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Developer's ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 1 As used in this Certificate, the phrase "Actual Knowledge of the Undersigned" means the current actual (as opposed to constructive) knowledge that the individuals signing on behalf of the Developer currently have as of the date of this Certificate or have obtained through (i) interviews with such current officers and responsible employees of the Developer and its Affiliates as the undersigned have determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned have not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer's current business and operations. Individuals who are no longer employees of the Developer and its Affiliates have not been contacted. "Affiliate" means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to an evaluation of the District and the Bonds (i.e., information relevant to (a) the Developer's development plans with respect to its Property and the payment of its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, or (b) such Person's assets or funds that would materially affect the Developer's ability to develop its Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency). Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the Developer: Dublin Crossing, LLC; SPIC Dublin LLC; or Lennar Homes of California, LLC. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. C-2 216 Attachment 3 7. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate (with proper service of process to such Affiliate having been accomplished) or, to the Actual Knowledge of the Undersigned, is threatened in writing against the Developer or any such Affiliate which if successful, is reasonably likely to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax obligations on the Property (to the extent the responsibility of the Developer) prior to delinquency. 8. As of the date thereof, the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, solely with respect to information contained therein with respect to the Developer, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer as set forth under the captions "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing" and "— Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement" (other than any information found on the geotracker website referenced in the caption "—Homebuyer Disclosure Statement" for which no certification is provided), "IMPROVEMENT AREA NO. 4 — Improvement Area No. 4 Ownership," "— The Development Plan — Melrose Neighborhood," "— Financing Plan — Merchant Builders — Brookfield Merchant Builder Financing Plan," "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes — BrookCal," and "— — Brookfield BAH," and "CONTINUING DISCLOSURE — Brookfield BAH" (but in all cases under all captions excluding therefrom (i) information regarding Dublin Crossing, LLC, or Lennar Homes of California, LLC or their property development in the District, (ii) information regarding the Appraisal, market value ratios, and annual special tax ratios, and (iii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates that it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code. The foregoing covenant shall not prevent the Developer or any Affiliate prior to delinquency in any way from bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, including, without limitation, (a) contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 4 pursuant to which the Special Taxes are levied, (b) with respect to the application or use of the Special Taxes levied and collected, or (c) to enforce the obligations of the City and/or the District under the City C-3 217 Attachment 3 Documents, or any other agreements among the Developer and its Affiliates, the City, and/or the District or to which the Developer or its Affiliates is a party or beneficiary. 10. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by a tax or assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property. 11. The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer and some of its Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. To the Actual Knowledge of the Undersigned, in the last five years, neither the Developer nor any of its Affiliates have been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Developer or any current Affiliate during the period of their ownership included within the boundaries of a community facilities district or an assessment district within California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a judicial foreclosure action being commenced against the Developer or any such Affiliate in a court of law. 12. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement. 13. The Developer intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof. 14. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliates of the Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation. C-4 218 Attachment 3 16. Based upon its current development plans, including, without limitation, its current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled "SPECIAL RISK FACTORS," and except as disclosed in the Preliminary Official Statement including in the sections entitled "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing" and "— Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement" (other than any information found on the geotracker website referenced in the caption "—Homebuyer Disclosure Statement" for which no certification is provided), "IMPROVEMENT AREA NO. 4 — Improvement Area No. 4 Ownership," "— The Development Plan — Melrose Neighborhood," "— Financing Plan — Merchant Builders — Brookfield Merchant Builder Financing Plan," "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes — BrookCal," and "— — Brookfield BAH," and "CONTINUING DISCLOSURE — Brookfield BAH," the Developer anticipates that the Developer will have sufficient funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and does not anticipate that the City or the District will be required to resort to a draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the Developer's nonpayment of Special Taxes. The Developer reserves the right to change its respective development plan and financing plan for the Property at any time without notice. 17. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 8 above, the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, the Underwriter, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an "Indemnified Party"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions, or legal or other expenses arise out of or are based upon any untrue statement by the Developer of a material fact contained in the above referenced information in the Preliminary Official Statement, as of its date, or the omission by the Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been C-5 219 Attachment 3 materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment as set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. 18. If between the date hereof and the Closing Date any event relating to or affecting the Developer, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer shall occur of which the undersigned has actual knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 8 hereof (and subject to all limitations set forth in Paragraph 8), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the C-6 220 Attachment 3 undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter. 19. [To be inserted into the Closing Certificate only] For the period through 25 days after the "end of the underwriting period" (which, for purposes of this provision, shall be the Closing Date unless the Underwriter on or prior to the Closing provides written notice to the contrary to the Developer), if any event relating to or affecting the Developer, its Affiliates, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer's development plan or the Developer's financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the statements made in the Official Statement not misleading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 20. On behalf of the Developer, the undersigned have reviewed the contents of this Certificate and have met with counsel to the Developer for the purpose of discussing the meaning of its contents. Capitalized terms not defined in this Certificate shall have the meanings given such terms in the Purchase Contract. The undersigned have executed this Certificate solely in their capacities as authorized representatives of Developer and they will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Developer. BROOKFIELD BAY AREA HOLDINGS, LLC, A Delaware limited liability company By: Name: Title: By: Name: Title: C-7 221 Attachment 3 EXHIBIT D CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2022 CERTIFICATE OF LENNAR HOMES OF CALIFORNIA, LLC Dated: , 2023 In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Purchase Contract (the "Purchase Contract") to be executed by and between City of Dublin (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"), and Piper Sandler & Co. (the "Underwriter"), the undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of Lennar Homes of California, LLC, a California limited liability company (the "Developer"), and the undersigned, on behalf of the Developer, further certifies, represents, warrants, and covenants to the City, the District and the Underwriter as of the date hereof that: 1. The Developer is duly organized and validly existing under the laws of the State of California, and has all requisite limited liability company right, power, and authority to execute and deliver this Certificate of Lennar Homes of California, LLC (the "Certificate") and the Developer Continuing Disclosure Agreement (Lennar Homes of California, LLC), dated as of October 1, 2022, to be executed by the Developer (the "Continuing Disclosure Agreement"). 2. The Developer makes the representations in this Certificate with respect to certain property within Improvement Area No. 4 of the District held in the name of the Developer, as described in the Preliminary Official Statement (the "Property"). Except as otherwise described in the Preliminary Official Statement, the Developer is and, as of the date of this Certificate, expects to remain, the party responsible for the construction and sales of homes within the Property. 3. The Developer has or will have duly authorized prior to the Closing, the execution and delivery at the Closing of the Continuing Disclosure Agreement. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,' the Developer has not materially failed during the past five years to comply in any material respect with any previous 1 As used in this Certificate, the phrase "Actual Knowledge of the Undersigned" means the current actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has as of the date of this Certificate or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Affiliates as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer's current business and operations. Individuals who are no longer employees of the Developer and its Affiliates have not been contacted. D-1 222 Attachment 3 undertaking by it to provide periodic continuing disclosure reports or notices of material events with respect to any community facilities districts or assessment districts in California. 4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer and its Affiliates2 have not violated any applicable law or administrative regulation of the State of California or the United States of America, or any agency or instrumentality of either, which violation could reasonably be expected to materially and adversely affect the Developer's ability to pay Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, (a) the Developer and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the "Material Agreements") to which the Developer and its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default. 6. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Developer and its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Developer nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay its Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency. 7. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate (with proper service of process to such Affiliate having been "Affiliate" means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to an evaluation of the District and the Bonds (i.e., information relevant to (a) the Developer's development plans with respect to its Property and the payment of its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency, (b) such Person's assets or funds that would materially affect the Developer's ability to develop its Property as described in the Preliminary Official Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency) or (c) Such Person's compliance with continuing disclosure undertakings under Rule 15c2-12 that would materially affect the Developer's ability to comply with its obligations under the Continuing Disclosure Agreement. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the following entities shall not be considered Affiliates of the Developer: Dublin Crossing, LLC or Brookfield Bay Area Holdings, LLC. D-2 223 Attachment 3 accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Developer or any such Affiliate which if successful, is reasonably likely to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax obligations on the Property (to the extent the responsibility of the Developer) prior to delinquency. 8. As of the date thereof, the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, solely with respect to information contained therein with respect to the Developer, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer as set forth under the captions "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing" and "— Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement" (other than any information found on the geotracker website referenced in the caption "—Homebuyer Disclosure Statement," for which no certification is provided); "IMPROVEMENT AREA NO. 4 — Improvement Area No. 4 Ownership," "— The Development Plan — Venice Neighborhood and — Lombard Neighborhood," and "—Financing Plan — Merchant Builders — Lennar Homes Financing Plan"; "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes — Lennar Homes" and "— — Lennar Corporation"; and "CONTINUING DISCLOSURE — Lennar Homes" (but in all cases under all captions excluding therefrom (i) information regarding Dublin Crossing, LLC, Brookfield Bay Area Holdings, LLC, or the property development in the District of any of the foregoing entities, (ii) information regarding the Appraisal, market value ratios, and annual special tax ratios, and (iii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates that it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code. The foregoing covenant shall not prevent the Developer or any Affiliate in any way from bringing any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, including, without limitation, (a) contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 4 pursuant to which the Special Taxes are levied, (b) with respect to the application or use of the Special Taxes levied and collected, or (c) to enforce the obligations of the City and/or the District under the City Documents, or any other agreements among the Developer and its Affiliates, the City, and/or the District or to which the Developer or its Affiliates is a party or beneficiary. 10. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by a tax or D-3 224 Attachment 3 assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property. 11. The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer and some of its Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. To the Actual Knowledge of the Undersigned, in the last five years, neither the Developer nor any of its Affiliates have been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Developer or any current Affiliate during the period of their ownership included within the boundaries of a community facilities district or an assessment district within California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a judicial foreclosure action being commenced against the Developer or any such Affiliate. 12. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement. 13. The Developer intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended, relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof. 14. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of their debts or obligations, or granted an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 15. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Affiliates of the Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 16. Based upon its current development plans, including, without limitation, its current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled "SPECIAL RISK FACTORS," and except as disclosed in the Preliminary Official Statement including in the sections entitled "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB — Current Status of Home Marketing" and D-4 225 Attachment 3 "Groundwater Testing Required by SFRWQCB — Homebuyer Disclosure Statement" (other than any information found on the geotracker website referenced in the caption "—Homebuyer Disclosure Statement," for which no certification is provided); "IMPROVEMENT AREA NO. 4 — Improvement Area No. 4 Ownership," "— The Development Plan — Venice Neighborhood and — Lombard Neighborhood," and "—Financing Plan — Merchant Builders — Lennar Homes Financing Plan"; "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 4 — The Developer, Brookfield, and Lennar Homes — Lennar Homes" and "— — Lennar Corporation"; and "CONTINUING DISCLOSURE — Lennar Homes," the Developer anticipates that the Developer will have sufficient funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and does not anticipate that the City or the District will be required to resort to a draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the Developer's nonpayment of Special Taxes. The Developer reserves the right to change its development plan and financing plan for the Property at any time without notice. 17. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 8 above, the Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, the Underwriter, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an "Indemnified Party"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense reasonably incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent that such losses, claims, damages, liabilities or actions, or legal or other expenses arise out of or are based upon any untrue statement by the Developer of a material fact contained in the above referenced information in the Preliminary Official Statement, as of its date, or the omission by the Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay D-5 226 Attachment 3 the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment as set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. 18. If between the date hereof and the Closing Date any event relating to or affecting the Developer, ownership of the Property, the Developer's development plan, the Developer's financing plan, the Developer's lenders, if any, and contractual arrangements of the Developer shall occur of which the undersigned has actual knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 8 hereof (and subject to all limitations set forth in Paragraph 8), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter. D-6 227 Attachment 3 19. On behalf of the Developer, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Developer for the purpose of discussing the meaning of its contents. The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of Developer and the undersigned will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Developer.] LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company By: Bridgit Koller, Vice President D-7 228 Attachment 4 Jones Hall Draft 10.27.23 PRELIMINARY OFFICIAL STATEMENT DATED . 2023 NEW ISSUE -FULL BOOK ENTRY NOT RATED In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. See "TAX MATTERS." CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the "Bonds"), are being issued by the City of Dublin (the "City") by and through its Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 (the "District" and "Improvement Area No. 5", respectively). The Bonds are special tax obligations of the City, authorized pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the "Act"), and are issued pursuant to a Fiscal Agent Agreement dated as of December 1, 2023 (the "Fiscal Agent Agreement") by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). The Bonds are issued to (i) construct and acquire certain public facilities and/or finance the payment of fees for capital improvements, (ii) provide for the establishment of a reserve fund, (iii) provide capitalized interest on a portion of the Bonds through and including September 1, 2024, and (iv) pay the costs of issuance of the Bonds. Interest on the Bonds is payable on March 1 and September 1 of each year, commencing March 1, 2024. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book -entry system maintained by DTC. See "APPENDIX H — BOOK -ENTRY SYSTEM." The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) consisting primarily of special taxes to be levied by the City on real property within the boundaries of Improvement Area No. 5, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within Improvement Area No. 5. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a Reserve Fund from proceeds of the Bonds, as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The City previously issued bonds for Improvement Areas 1 through 4 of the District, which bonds are not secured by Special Tax Revenues of Improvement Area No. 5. Taxable property in Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) under development by Lennar Homes and Brookfield BAH as further described herein, and which represents the final phase of development of a residential project in the City marketed as "Boulevard." Boulevard is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. See "IMPROVEMENT AREA NO. 5." The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See "THE BONDS — Redemption." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ALAMEDA, THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS," SHOULD BE READ IN ITS ENTIRETY. This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See "SPECIAL RISK FACTORS" herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the Bonds. The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed on by Jones Hall, a Professional Law Corporation, San Francisco, California, as Disclosure Counsel. Certain legal matters will be passed upon for the City by Meyers Nave Riback Silver & Wilson, PLC, as the City Attorney. , California is serving as Underwriter's counsel, and Holland & Knight LLP, San Francisco, California, is serving as counsel to Dublin Crossing, LLC. It is anticipated that the Bonds, in book -entry form, will be available for delivery through the facilities of DTC on or about , 2023. [Piper Sandler logo] The date of this Official Statement is , 2023. * Preliminary; subject to change. 229 Attachment 4 MATURITY SCHEDULE $ CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 Maturity Date Principal Interest Price or CUSIPt (September 1) Amount Rate Yield ( ) $ % Term Bond Due September 1, 20 Price: % CUSIP: $ % Term Bond Due September 1, 20 Price: % CUSIP: t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2023 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers. 230 Attachment 4 CITY OF DUBLIN, CALIFORNIA City Council Melissa Hernandez, Mayor Michael McCorriston, Councilmember Jean Josey, Councilmember Dr. Sherry Hu, Shawn Kumagai, Councilmember Kashef Qaadri, Councilmember City Staff Linda Smith, City Manager Colleen Tribby, Assistant City Manager Jay Baksa, Finance Director Marsha Moore, MMC, City Clerk SPECIAL SERVICES Bond Counsel and Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California Municipal Advisor Fieldman, Rolapp & Associates, Inc. San Francisco, California Special Tax Consultant Goodwin Consulting Group, Inc. Sacramento, California Appraiser Integra Realty Resources San Francisco, California Pricing and Absorption Consultant RCLCO Real Estate Consulting Los Angeles, California Fiscal Agent U.S. Bank Trust Company, National Association San Francisco, California 231 Attachment 4 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the District or the City, in any press release and in any oral statement made with the approval of an authorized officer of the District or the City, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions may identify "forward looking statements." Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward -looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the District or the City since the date hereof. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. All summaries of the Fiscal Agent Agreement or other documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. The City maintains an Internet website, but the information on that website is not incorporated in this Official Statement. 232 Attachment 4 TABLE OF CONTENTS INTRODUCTION 1 THE BONDS 7 Authority for Issuance 7 Description of the Bonds 7 Redemption* 9 Transfer or Exchange of Bonds 11 SOURCES AND USES OF FUNDS 12 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS 13 Pledge of Special Tax Revenues and Other Amounts 13 Special Taxes 14 Special Tax Methodology 15 Levy of Annual Special Tax; Annual Maximum Special Tax 15 Special Tax Fund 16 Administrative Expense Fund 18 Reserve Fund 18 Improvement Fund 19 Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure 19 Additional Bonds 21 DEBT SERVICE SCHEDULE 22 THE BOULEVARD PROJECT 23 Dublin Crossing Specific Plan 23 Acquisition Agreement 27 Groundwater Testing Required by SFRWQCB 28 Market Pricing and Absorption Analysis 28 IMPROVEMENT AREA NO. 4 29 Formation of the District 29 Location and Description of Improvement Area No. 4 and the Immediate Area 30 Improvement Area No. 4 Ownership 34 Tract Map Status 34 Dublin Crossing, LLC 35 The Merchant Builders 35 The Development Plan 35 Financing Plan — Developer 38 Financing Plan — Merchant Builders 38 OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 40 The Developer, Brookfield, and Lennar Homes 41 APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 43 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G APPENDIX H The Appraisal 43 Value by Ownership and Neighborhood 45 Value to Special Tax Burden Ratios 46 Overlapping Liens and Priority of Lien 47 Estimated Tax Burden 49 SPECIAL RISK FACTORS 50 Limited Obligation of the City to Pay Debt Service 50 Special Tax Not a Personal Obligation 50 Concentration of Ownership 50 Levy and Collection of the Special Tax 51 Insufficiency of Special Taxes 52 Appraised Values 52 Value -to -Lien Ratios 53 Exempt Properties 54 Property Values and Property Development 54 Other Possible Claims Upon the Value of Taxable Property 57 Bankruptcy and Foreclosure Delays 58 No Acceleration Provisions 59 Loss of Tax Exemption 59 Enforceability of Remedies 59 No Secondary Market 60 Disclosure to Future Purchasers 60 IRS Audit of Tax -Exempt Bond Issues 60 Voter Initiatives 61 Case Law Related to the Mello -Roos Act 62 Natural Disasters 62 Pandemic Diseases 63 Cyber Security 63 Potential Early Redemption of Bonds from Prepayments 64 CONTINUING DISCLOSURE 64 The City 64 Dublin Crossing 64 Brookfield BAH 65 Lennar Homes 65 UNDERWRITING 66 MUNICIPAL ADVISOR 67 LEGAL OPINION 67 TAX MATTERS 67 NO RATINGS 69 NO LITIGATION 69 PROFESSIONAL FEES 69 EXECUTION 69 - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX - THE APPRAISAL - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT - THE CITY OF DUBLIN AND ALAMEDA COUNTY - PRICING REPORT - FORM OF OPINION OF BOND COUNSEL - FORM OF CONTINUING DISCLOSURE UNDERTAKINGS - BOOK ENTRY SYSTEM 233 Attachment 4 OFFICIAL STATEMENT CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 This Official Statement, including the cover page and all appendices hereto, is provided to furnish certain information in connection with the issuance of the bonds captioned above (the "Bonds") by the City of Dublin (the "City"), by and through Improvement Area No. 5 ("Improvement Area No. 5") of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"). Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT." INTRODUCTION This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Authority for Issuance. The Bonds are issued pursuant to the provisions of the Mello - Roos Community Facilities Act of 1982, as amended (Section 53311, et seq., of the Government Code of the State of California) (the "Act") and pursuant to a Fiscal Agent Agreement dated as of December 1, 2023 (the "Fiscal Agent Agreement") between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"), and a resolution adopted on November , 2023 by the City Council of the City (the "City Council"), as legislative body of the District (the "Resolution"). Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the Bonds is payable on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing March 1, 2024. The Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof. Preliminary, subject to change. 234 Attachment 4 Registration of Ownership of Bonds. The Bonds will be issued only as fully registered bonds in book -entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. Payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK -ENTRY SYSTEM." Use of Proceeds. Proceeds of the Bonds will primarily be used to finance the cost of acquiring and constructing certain public infrastructure improvements and/or financing fees paid for capital improvements (collectively, the "Authorized Improvements," as described herein), generally including roadways and roadway related improvements, water, wastewater and other miscellaneous infrastructure improvements in connection with the development of the Boulevard Project (as defined herein). Construction of Authorized Improvements by the Developer (described herein) sufficient to finish home building in the Boulevard Project is complete and homebuilding in the final phase is underway. The cost of a portion of the Authorized Improvements will be reimbursed by the proceeds of the Bonds, and the Developer and/or the Merchant Builders (described herein) are required to fund any remaining shortfall. See "THE BOULEVARD PROJECT — Public Improvements Required for the Boulevard Project." Proceeds of the Bonds will also be used to establish a reserve fund (described below) available for payment on the Bonds, to provide capitalized interest on a portion of the Bonds through and including September 1, 2024, and to pay cost of issuance of the Bonds. Source of Payment of the Bonds. The Bonds are secured by and payable from "Special Tax Revenues," which are generally defined to mean the proceeds of the special tax (the "Special Tax") which will be levied by the City on taxable real property within the boundaries of Improvement Area No. 5 and received by the City, including with respect to prepayments, redemptions and foreclosures and delinquencies. The Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Pledge of Special Taxes" for additional details. The District was initially formed as a single improvement area (i.e., Improvement Area No. 1 over Phase 1A), with the anticipated future phases of the Boulevard Project designated as part of a future annexation area to the District. In 2017, land being developed as Phase 1B was annexed into Improvement Area No. 1; in 2018, land being for developed as Phase 2 was annexed into Improvement Area No. 2; in 2019, land being developed as Phase 3 was annexed into Improvement Area No. 3; in 2022 land being developed as Phase 4 was annexed into Improvement Area No. 4; and in late 2022 land being developed as Phase 5 was annexed into Improvement Area No. 5, which completed annexations into the District. See "THE BOULEVARD PROJECT." The Bonds are only secured by parcels within Improvement Area No. 5. The Special Tax applicable to each taxable parcel in Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City Council through the application of a rate and method of apportionment of Special Tax for Improvement Area No. 5 (the "Rate and Method"), which is set forth as APPENDIX A hereto. The Special Taxes represent liens on the parcels of land subject to a Special Tax and failure to pay the Special Taxes could result in -2- 235 Attachment 4 proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." Reserve Fund. In the Fiscal Agent Agreement, the City directs the Fiscal Agent to establish a Reserve Fund (the "Reserve Fund") from Bond proceeds in the amount of the Reserve Requirement (described herein), which amount is available to be transferred to the Bond Fund in the event of delinquencies in the payment of the Special Taxes, to the extent of such delinquencies. The Reserve Fund is required to be maintained at the Reserve Requirement from moneys available under the Fiscal Agent Agreement. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Reserve Fund." If there are additional delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the Bonds or supplement the Reserve Fund except from Special Tax Revenues as described in the Fiscal Agent Agreement. Additional Parity Bonds for Refunding Purposes Only. Additional bonds secured by Special Tax Revenues on parity with the Bonds are permitted to be issued only for refunding purposes. The District and the Improvement Areas. The land in Improvement Area No. 5 (like the land in the rest of the District) was formerly a portion of the U.S. Army Reserve's "Camp Parks" base, which is adjacent to and borders the Boulevard Project to the north and which will continue in existence as to the portion outside of the Boulevard Project. Dublin Crossing, LLC, a Delaware limited liability company ("Dublin Crossing" or the "Developer"), as the master developer of the Boulevard Project, is under contract with the Army Reserve to acquire additional land owned by the Army Reserve, and has acquired a portion, but not all, of the land in the Boulevard Project. As it acquires the land, Army Reserve facilities are demolished and the land is converted to uses approved by the City for the Boulevard Project. As the Developer acquires such property, it moves forward with plans to install backbone infrastructure to ready the land for development, whereupon it is sold to it merchant builders for homebuilding. The project (herein, the "Boulevard Project") was originally referred to as "Dublin Crossing," but is now marketed as "Boulevard." Development of the Boulevard Project is comprised of 5 development phases covering approximately 190 acres, with phases 1 through 4 completed and phase 5 representing the final development phase and comprising the land within Improvement Area No. 5. Housing construction by Lennar Homes and Brookfield BAH (both described herein), as the sole home builders within the Boulevard Project, commenced in 2017 and as of October 2023 1,124 of the 1,512 planned homes in the Boulevard Project have closed escrow to individual homeowners. See "IMPROVEMENT AREA NO. 5." Ownership of Property in Improvement Area No. 5. Land in Improvement Area No. 5 is currently owned by the Developer, merchant homebuilders and homeowners. The Developer is a joint venture between BrookCal Dublin LLC, a Delaware limited liability company ("BrookCal"), and SPIC Dublin LLC, a Delaware limited liability company ("SPIC"). BrookCal is owned 100% by BrookCal Bay Area Holdings LLC, a Delaware limited liability company ("BrookCal Bay Area"). BrookCal Bay Area is owned 100% by BrookCal, LLC, a Delaware limited liability company ("BrookCal, LLC"). BrookCal, LLC is a joint venture between BHC BrookCal, LLC, a Delaware limited liability company ("BHC BrookCal"), and the California State Teachers Retirement System ("Cal STRS"). BHC BrookCal is an indirect wholly -owned subsidiary of Brookfield Residential Properties Inc. ("Brookfield Residential"), a wholly -owned subsidiary -3- 236 Attachment 4 of Brookfield Asset Management Inc., which has been developing land and building homes for over 50 years. SPIC is a direct wholly -owned subsidiary of CalAtlantic Group, LLC, a Delaware limited liability company, as successor -by -conversion to, and formerly known as, CalAtlantic Group, Inc. ("CalAtlantic"), which, through an acquisition on February 12, 2018, is a direct wholly - owned subsidiary of Lennar Corporation ("Lennar Corporation"), a national homebuilder. The Developer has entered into agreements with builders that are affiliated with Lennar Corporation and Brookfield Residential. In particular, the Developer has sold property in the 3 planned neighborhoods in Improvement Area No. 5 to (i) Brookfield Bay Area Holdings LLC ("Brookfield BAH" or the "Brookfield Merchant Builder"), which is an indirect subsidiary of Brookfield Residential, and (ii) Lennar Homes of California, LLC, a California limited liability company, as successor -by -conversion to, and formerly known as, Lennar Homes of California, LLC. ("Lennar Homes"), which is an indirect wholly -owned subsidiary of Lennar Corporation, as described herein. Lennar Homes together with the Brookfield Merchant Builder are sometimes referred to herein as the "Merchant Builders." Infrastructure development of Improvement Area No. 5 is carried out by the Developer, who in turn sells what it refers to as "neighborhoods" to the Merchant Builders. The Merchant Builders are independent entities from each other but are closely collaborating on the development, marketing and selling of homes. See "IMPROVEMENT AREA NO. 5 — The Merchant Builders." Property Subject to the Special Tax of Improvement Area No. 5. Improvement Area No. 5 consists of approximately 216.1 gross acres entitled for 244 residential units (62 detached and 182 attached). Land in Improvement Area No. 5 comprises 3 neighborhoods (Ivy, Vine and Avalon, as described herein) and is referred to by the Merchant Builders as Phase 5 of the development of the Boulevard Project. As noted above, Phase 5 is a continuation of development in the larger Boulevard Project Construction of homes by Brookfield BAH and Lennar Homes has commenced and is ongoing, summarized as of early October 2023 as follows: Units Total Closed Under Number of Building Sales Contract Planned Permits to to Units Under Units (1) Issued Homeowners Homeowners Construction 244 104 3 20 50 (1) Includes 5 model homes completed and open. Source: Merchant Builders. See "IMPROVEMENT AREA NO. 5" for additional details on the status of development in Improvement Area No. 5. -4- 237 Attachment 4 Appraised Value of Property. Property in Improvement Area No. 5 is security for the Special Tax. The City authorized the preparation of an appraisal report by Integra Realty Resources (the "Appraiser") for the real property within Improvement Area No. 5, which sets forth an estimated market value of $111,070,000, as of the October 4, 2023 date of value. The appraisal report is referred to herein as the "Appraisal" and is set forth in its entirety as APPENDIX B. The valuation assumes matters stated in the Appraisal, including completion of the Authorized Improvements funded by the Bonds, and accounts for the impact of the lien of the Special Tax securing the Bonds. In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions which affected the estimates as to value, in addition to the assumption of completion of the Authorized Improvements funded with proceeds of the Bonds (but not any future bonds). The Authorized Improvements to be paid for with proceeds of the Bonds are underway but not complete. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" and APPENDIX B. The appraised valuation estimate of property in Improvement Area No. 5 is approximately * times the $ * aggregate principal amount of the Bonds. This value - to -lien ratio does not take into account any overlapping liens on land in Improvement Area No. 5. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — Overlapping Liens and Priority of Liens." The City and the County. The City is located in southern Alameda County (the "County"), which is located in the "Tri Valley" area encompassing the cities of Pleasanton, Livermore, Dublin, San Ramon, and Danville, as well as unincorporated Alamo, Blackhawk, Camino Tassajara, Diablo, Norris Canyon, and Sunol. The three valleys from which it takes its name are Amador Valley, Livermore Valley and San Ramon Valley. The City is located along the north side of Interstate 580 at the intersection with Interstate 680 and between the cities of Livermore and Pleasanton, roughly 35 miles east of San Francisco, 23 miles east of Oakland, and 31 miles north of San Jose. For certain economic and demographic information regarding the area in and around the City, see "APPENDIX D — THE CITY OF DUBLIN AND ALAMEDA COUNTY." Risks of Investment. See the section of this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the Bonds, including the issues set forth in the letter from the SFRWQCB discussed elsewhere in this Official Statement. Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in certain funds established under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the City. The Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds other than from the proceeds of the Special Taxes and the money in certain funds, as provided in the Fiscal Agent Agreement. * Preliminary; subject to change. -5- 238 Attachment 4 Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the finance official of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors' rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. For definitions of certain terms used herein and not defined herein, see "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT." -6- 239 Attachment 4 THE BONDS Authority for Issuance The Bonds are issued pursuant to the Fiscal Agent Agreement, approved by a resolution adopted by the City Council on November 7, 2023, and the Act. On April 21, 2015, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Authorized Improvements. After conducting a noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation (the "Resolution of Formation"), which established Community Facilities District No. 2015-1 and Improvement Area No. 1 thereof, and designated a future annexation area (the "Future Annexation Area"), which included the remaining phases of the Boulevard Project. On the same day, an election was held within the District in which the Dublin Crossing Venture, LLC, the predecessor owner of the land in Improvement Area No. 1 (who was then the only eligible landowner voter in the District and is referred to herein as the "Prior Owner") unanimously approved the proposed bonded indebtedness and the levy of the Special Tax. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District at a point during the 90-day period preceding the adoption of the Resolution of Formation, the qualified electors entitled to vote in the special election consisted of the Prior Owner, as sole landowner. In November 2022, each of the owners of the property in Improvement Area No. 5 as of that date executed and delivered to the City a "unanimous approval," wherein the owners requested the annexation of their property into Improvement Area No. 5. All of the property that was the subject of the unanimous approvals were part of the Future Annexation Area. Pursuant to the Mello -Roos Act, the execution of a unanimous approval is all that is required to annex property that is identified as part of the Future Annexation Area into a new or existing or new improvement area within the District. The unanimous approvals established an indebtedness limitation for Improvement Area No. 5 at $25.515 million. Only the land in Improvement Area No. 5 constitutes security for the Bonds, and no additional property is anticipated to be annexed into Improvement Area No. 5.Description of the Bonds Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the inside cover page hereof. The Bonds are being issued in the denomination of $5,000 or any integral multiple thereof. Interest on the Bonds will be payable semiannually on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing March 1, 2024. The principal of the Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in San Francisco, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the Bonds; provided that so long as any Bonds are in book -entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. Book -Entry Only System. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and will be available to ultimate purchasers under the book -entry system maintained by DTC. -7- 240 Attachment 4 Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK ENTRY SYSTEM" below. Calculation and Payment of Interest. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in book -entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See "APPENDIX H — BOOK ENTRY SYSTEM" below. Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK ENTRY SYSTEM" below. -8- 241 Attachment 4 Redemption* Optional Redemption. The Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments), on any date on and after September 1, 20 , in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date September 1, 20_ through August 31, 20_ September 1, 20_ through August 31, 20_ September 1, 20_ through August 31, 20_ September 1, 20_ and any date thereafter Redemption Price % Mandatory Redemption From Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Fiscal Agent Agreement shall be used to redeem Bonds on the next Interest Payment Date for which notice of redemption can timely be given under the Fiscal Agent Agreement, in whole or in part among maturities as specified by the City and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 20_ 1 03% On September 1, 20_ and March 1, 20_ 102 On September 1, 20_ and March 1, 20_ 101 On September 1, 20_ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term Bonds maturing on September 1, 20 are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: Mandatory Partial Redemption Date (September 1) Principal Amount Subiect to Redemption The Term Bonds maturing on September 1, 20_ are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: * Preliminary; subject to change. -9- 242 Attachment 4 Mandatory Partial Redemption Date (September 1) Principal Amount Subiect to Redemption Provided, however, if some but not all of the Term Bonds have been redeemed under subsections "— Optional Redemption" or "— Mandatory Redemption From Prepayments" above, the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate principal amount of Term Bonds so redeemed, to be allocated among such Mandatory Partial Redemption Dates on a pro rata basis in integral multiples of $5,000 as determined by the Fiscal Agent, notice of which determination (which shall consist of a revised mandatory partial redemption schedule) shall be given by the City to the Fiscal Agent. Purchase In Lieu of Redemption. In lieu of optional redemption, moneys in the Bond Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with the Fiscal Agent Agreement. Any Bonds purchased pursuant to these provisions shall be treated as outstanding Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director. Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The City has the right to rescind any notice of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute a default under the Fiscal Agent Agreement. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such -10- 243 Attachment 4 rescission of redemption. The Fiscal Agent shall give notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities so as to maintain substantially the same debt service profile for the Bonds as in effect prior to such redemption, and by lot within a maturity. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. Transfer or Exchange of Bonds So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds will be made in accordance with DTC procedures. See "APPENDIX H" below. Any Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of Bonds shall be required to be made (i) 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date. -11- 244 Attachment 4 SOURCES AND USES OF FUNDS A summary of the estimated sources and uses of funds associated with the sale of the Bonds follows: Sources of Funds: Principal Amount of Bonds [Plus/Less] [Net] Original Issue Premium/Discount Total Uses of Funds: Deposit to Improvement Fund Deposit to Reserve Fund Deposit to Bond Fund(1) Costs of Issuance(2) Total (1) Represents an amount, when combined with Special Taxes expected to be levied in Fiscal Year 2023-24, is scheduled to provide for the payment of interest on a portion of the Bonds through and including September 1, 2024. (2) Includes Underwriter's discount, initial fees, expenses and charges of the Fiscal Agent, legal fees, costs of printing the Official Statement, fees of the special tax consultant, Appraiser and Municipal Advisor, and other costs of issuance. -12- 245 Attachment 4 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Pledge of Special Tax Revenues and Other Amounts General. The Bonds are secured by a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account), and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. See "— Special Tax Fund" and "— Improvement Fund," below. The Bonds are also secured by a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all moneys deposited in the Reserve Fund. The moneys in the Reserve Fund (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. See "—Reserve Fund" below. Amounts in the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Authorized Improvements financed by the Bonds are not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or insurance award received by the City with respect to the facilities authorized to be financed by the District. Definitions. "Special Tax Revenues" is defined in the Fiscal Agent Agreement to mean the proceeds of the Special Tax received by the City, less the Priority Administrative Expenses Amount (described below), including (a) any scheduled payments thereof, (b) any Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of the Special Tax and (d) the proceeds of redemption or sale of property sold as a result of foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any interest and penalties collected in connection with any such foreclosure and excluding any Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund. "Special Tax" or "Special Taxes" means the Special Tax (as defined in the Rate and Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 5 under the Act, the Ordinance and the Fiscal Agent Agreement. See "—Special Tax Methodology" below and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." "Priority Administrative Expenses Amount" means (i) for Fiscal Year 2024-25, the amount of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority Administrative Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority Administrative Expenses Amount for the preceding Fiscal Year. -13- 246 Attachment 4 Special Taxes A Special Tax applicable to each taxable parcel in Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City Council through the application of the Rate and Method prepared by Goodwin Consulting Group, Inc., Sacramento, California (the "Special Tax Consultant"), which is set forth in APPENDIX A hereto, for all taxable properties in Improvement Area No. 5. Interest and principal on the Bonds is payable from the annual Special Taxes to be levied and collected on taxable property within Improvement Area No. 5, from amounts held in the funds and accounts established under the Fiscal Agent Agreement (other than the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund) and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes. The Special Taxes are collected for the City by the County of Alameda in the same manner and at the same time as ad valorem property taxes. The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a "special tax" authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Rate and Method approved by the City. See "Special Tax Methodology" below and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The Rate and Method apportions the Special Tax Requirement (as defined in the Rate and Method and described below) among the taxable parcels of real property within Improvement Area No. 5 according to the rate and methodology set forth in the Rate and Method. See "— Special Tax Methodology" below. See also "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The amount of Special Taxes that Improvement Area No. 5 may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within Improvement Area No. 5 which are set forth as the annual "Maximum Special Tax" in the Rate and Method. Under the Rate and Method, Special Taxes will be levied annually in an amount not in excess of the annual Maximum Special Tax. The Special Taxes and any interest earned on the Special Taxes once deposited in the Special Tax Fund constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on the Bonds remains unpaid, the Special Taxes and investment earnings thereon (other than amounts remaining after paying annual debt service, as described herein) will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The City may annually levy the Special Tax at up to the Maximum Special Tax rate, which has been authorized by the qualified electors within Improvement Area No. 5, as set forth in the Rate and Method, if conditions so require, however regularly scheduled debt service on the Bonds is payable from an amount less than that which could be generated by levy of the Maximum Special Tax. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Special Tax Requirement (as defined below). Because each annual Special Tax levy is limited to the Maximum Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Special Tax Requirement will in fact be collected in any given year. See "SPECIAL RISK FACTORS — Levy and Collection of the Special Tax" herein. -14- 247 Attachment 4 Special Tax Methodology The Special Tax authorized under the Act applicable to land within Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate as described in the Rate and Method set forth in "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method. Parcels Subject to the Special Tax. For each Fiscal Year, the City 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 or apartment plan, site plan or other development plan. Annual Special Tax Levy. The Special Tax levy for each Parcel will be established annually based on the "Special Tax Requirement" which is defined as, for each Fiscal Year, 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. Termination of the Special Tax. The Special Tax will be levied and collected for as long as needed to pay the principal and interest on the Bonds and other costs incurred in order to construct the Authorized Facilities and all Administrative Expenses have been paid or reimbursed. The Rate and Method provides that the Special Tax may not be levied on any parcel in Improvement Area No. 5 after fiscal year 2050-51. Prepayment of the Special Tax. Landowners may permanently satisfy all or part of the Special Tax obligation by a cash settlement with the City as permitted under Government Code Section 53344 and in accordance with the methodology for calculation included in the Rate and Method. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage (as defined in the Rate and Method). Levy of Annual Special Tax; Annual Maximum Special Tax The annual Special Tax levy amount will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, anticipated Special Tax delinquencies, administration of Improvement Area No. 5, and for payment of pay-as-you-go expenditures of the Authorized Facilities not funded from Bond proceeds. In no event may the -15- 248 Attachment 4 City levy a Special Tax in any year above the annual Maximum Special Tax rate identified in the Rate and Method. See "APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The Special Tax will be levied in an amount at least equal to the Special Tax Requirement as described in the Rate and Method and, during the Remainder Taxes Period, shall be levied on Developed Property in an amount equal to the maximum rates, with any Special Taxes remaining after paying debt service on the Bonds (and after paying Administrative Expenses) being used to finance Authorized Facilities. The "Remainder Taxes Period" means the period through and including the date that is the earlier of (i) the end of the 15th Fiscal Year after which Special Taxes have been levied on property in Improvement Area No. 5 or (ii) the date that all Authorized Facilities have been fully funded. The annual Maximum Special Tax levy for Improvement Area No. 5 ranges (based on unit square footage) from $4,795 to $5,603 per detached single family residential unit and from $3,760 to $4,695 per multi -family residential unit for Fiscal Year 2022-23, and in each subsequent Fiscal Year shall be increased by an amount equal to 2% of the amount in effect for prior Fiscal Year. The property in Improvement Area No. 5 is also subject to an annual special tax of the City's Community Facilities District No. 2017-1 (Dublin Crossing — Public Services) (the "Services CFD") which includes all of the property in Improvement Area No. 5 of the District. For Fiscal Year 2022-23, the per -residential unit annual maximum special tax of the Services CFD ranges from $60 to $69 for single-family detached units and $46 to $58 for multifamily units. The maximum special tax in the Services CFD shall be increased on each July 1, by 4% of the immediately preceding maximum amount. See also "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" above. See "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" for a copy of the Rate and Method. Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds. In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such fiscal year had there never been any such delinquencies or defaults. In cases of significant delinquency, this limitation may result in defaults in the payment of principal of and interest on the Bonds. Special Tax Fund The Special Tax Fund is established under the Fiscal Agent Agreement as a separate fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the City consisting of Special Tax Revenues and other amounts as required by the Fiscal Agent Agreement. -16- 249 Attachment 4 Deposit of Special Tax Revenues. The City is obligated by the Fiscal Agent Agreement to promptly remit any Special Tax Revenues received by the City, less an amount not to exceed the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses in excess of the Priority Administrative Expenses Amount for such Fiscal Year (which shall be retained by the City free of the pledge for payment of the Bonds and used for Administrative Expenses) to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund established under the Fiscal Agent Agreement. Notwithstanding the foregoing: (i) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Finance Director and will be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past due debt service on the Bonds; second, for transfer to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; and third, to be held in the Special Tax Fund and used as described under "—Disbursements" below; and (ii) any proceeds of Special Tax Prepayments will be separately identified by the Finance Director and will be deposited by the Fiscal Agent as follows (as directed in writing by the Finance Director): (a) that portion of any Special Tax Prepayment constituting a prepayment of costs of the Authorized Improvements shall be deposited by the Fiscal Agent to the Special Tax Proceeds Subaccount of the Improvement Fund and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account. Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, will be disbursed as provided below and, pending disbursement, will be subject to a lien in favor of the Owners of the Bonds. Disbursements. On the third Business Day before each Interest Payment Date, the Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority: (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement from the Reserve Fund, the Capitalized Interest Account, and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any mandatory sinking payment), premium, if any, and interest due on the Bonds on the next Interest Payment Date and any past due principal or interest on the Bonds not theretofore paid from a transfer described in the Fiscal Agent Agreement, and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement, and (iii) on or after each September 10, if directed by an Authorized Officer to do so, transfer money to the City for deposit by the City into the Administrative Expense Fund, an amount requested by the City for Administrative Expenses incurred or foreseeable by the City to be incurred in the next Fiscal Year, and (iv) (A) on or after each September 10, and continuing through the Remainder Taxes Period, all of the moneys remaining in the Special Tax Fund (the "Remainder Taxes") shall be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund free of the pledge for payment for the Bonds and (B) on and after the September 10 following the end of the Remainder Taxes Period, all or a portion of the moneys remaining in the Special Tax Fund shall -17- 250 Attachment 4 be transferred to the City as surplus moneys belonging to the Improvement Area No. 5, free of the pledge for payment of the Bonds, and used for any purpose authorized under the Act. Administrative Expense Fund Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed from time to time to pay for Administrative Expenses. Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw from the Administrative Expense Fund and transfer to the Fiscal Agent for deposit into the Special Tax Fund any amount in excess of that which is needed to pay any Administrative Expenses, and which is not otherwise encumbered. Reserve Fund A Reserve Fund (the "Reserve Fund") for the Bonds will be established under the Fiscal Agent Agreement, to be held by the Fiscal Agent. Upon delivery of the Bonds, the amount on deposit in the Reserve Fund will be established by depositing certain proceeds of the Bonds in the amount of the Reserve Requirement for the Bonds therein. "Reserve Requirement" means, with respect to any series of Bonds (unless otherwise specified in a Supplemental Agreement, including to create a single parity reserve fund for multiple series of Bonds) the least of (i) Maximum Annual Debt Service on the applicable series of Bonds, (ii) 125% of average Annual Debt Service on the applicable series of Bonds and (iii) 10% of the original principal amount of the applicable series of Bonds (or the issue price of the respective Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by the City; provided, that (a) if a parity reserve fund for multiple series of Bonds is established, references to the applicable series of Bonds shall mean all Bonds covered by such parity reserve fund and (b) in no event shall the City, in connection with the issuance of parity bonds covered by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in connection with the issuance of such parity bonds, be increased only by the amount of such deposit as permitted by the Code. The City is required to maintain an amount of money or other security equal to the Reserve Requirement in the Reserve Fund at all times that the Bonds are outstanding. All amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest on, the Bonds. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the City. Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund or the Improvement Fund as provided below, except that investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the Federal government to comply with rebate requirements. -18- 251 Attachment 4 Moneys in the Reserve Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from the investment of moneys in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement will be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund, until the Improvement Fund is closed, or if the Improvement Fund has been closed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City. Improvement Fund Under the Fiscal Agent Agreement, there is established an Improvement Fund (and two separate subaccounts shall be established within the Improvement Fund, the Bond Proceeds Subaccount and the Special Tax Proceeds Subaccount), which is to be held by the Fiscal Agent and to the credit of which fund deposits shall be made as required by the Fiscal Agent Agreement. Moneys in the Improvement Fund and the subaccounts will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Authorized Improvements in accordance with the Acquisition Agreement (as described herein). Moneys held in the Special Tax Proceeds Subaccount will be used to finance the costs of the Authorized Improvements pursuant to the Acquisition Agreement. None of the amounts in the Improvement Fund (and any subaccounts thereof) are pledged for payment of the Bonds. Upon completion of the Authorized Improvements and payment to the Developer pursuant to the Acquisition Agreement, and following notice being provided to the Developer as specified in the Fiscal Agent Agreement, the City will transfer the amount, if any, remaining in the Improvement Fund to the Fiscal Agent for deposit in the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City's option, the Special Taxes may be billed directly to property owners. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor. The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought -19- 252 Attachment 4 current), an action in the Alameda County Superior Court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Finance Director shall notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves. On or about June 30 of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in Improvement Area No. 5 to the amount of Special Tax Revenues theretofore received by the City, and: (i) Individual Delinquencies. If the Finance Director determines that any single parcel subject to the Special Tax in Improvement Area No. 5 is delinquent in the payment of Special Taxes for two or more years or in the aggregate amount of $10,000 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and, if the delinquency remains uncured, foreclosure proceedings shall be commenced by the City within 90 days of such determination. (ii) Aggregate Delinquencies. If the Finance Director determines that the total amount of delinquent Special Tax for the entire Improvement Area No. 5 (including the total of delinquencies under subsection (i) above), exceeds 5% of the total Special Taxes levied on all parcels in Improvement Area No. 5 for the Fiscal Year ending on such June 30, the Finance Director shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and a demand for immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in Improvement Area No. 5 for which a Special Tax delinquency remains uncured. Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price which will be sufficient to pay or reimburse the delinquent special taxes. The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the annual Maximum Special Tax rates set forth in the Rate and Method, the City may adjust (but not to exceed the annual Maximum Special Tax) the Special Taxes levied on all property within Improvement Area No. 5 subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. Under current law, a judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, -20- 253 Attachment 4 which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680). Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor's filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale. Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post -judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid," where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. The County's "Teeter Plan" is not applicable to collection of the Special Taxes. Additional Bonds Parity Bonds for Refunding Purposes Only. Additional bonds secured by Special Tax Revenues on parity with the Bonds are permitted to be issued only for refunding purposes. -21- 254 Attachment 4 DEBT SERVICE SCHEDULE The annual debt service on the Bonds (including mandatory sinking fund payments), based on the interest rates and maturity schedule set forth on the cover of this Official Statement, is set forth below, assuming no optional redemption or redemptions from Special Tax prepayments. Improvement Area No. 5 Community Facilities District No. 2015-1 (Dublin Crossing) Special Tax Bonds Series 2023 Debt Service Year Ending (Seat. 1) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 Total Principal * Paid from capitalized interest. Interest * Total The 2023 Bonds are sized to reflect 110% debt service coverage from Special Tax Revenues at buildout. Additionally, the Rate and Method provides for the levy of a Special Tax "buffer" amount under certain circumstances, applicable for a period of time prior to buildout of Improvement Area No. 5; see the defined terms "Special Tax Buffer" and "Buffer Release" in the Rate and Method included as Appendix A hereto. -22- 255 Attachment 4 THE BOULEVARD PROJECT The Developer has provided the following information with respect to development of the Boulevard Project. No assurance can be given that all information is complete. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner may be subject to the Development Agreement and will be subject to the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur. The property in Improvement Area No. 5 is part of the larger Boulevard Project ("Boulevard Project"). The Boulevard Project consists of approximately 190 acres, of which approximately 33 gross acres is within Improvement Area No. 1, approximately 39 gross acres is within Improvement Area No. 2, approximately 48.5 gross acres is within Improvement Area No. 3, approximately 23.4 gross acres is within Improvement Area No. 4, and approximately 16.1 gross acres is within Improvement Area No. 5. Dublin Crossing Specific Plan The Dublin Crossing Specific Plan ("Specific Plan"), as amended from time to time, is a plan for the orderly development of approximately 190 acres located in the center of the City, north of Interstate 580 and Dublin Boulevard. The site is located at the southern edge of the 2,485- acre Camp Parks Reserve Forces Training Area ("Camp Parks"). The U.S. Army Reserve (the "Army Reserve") and the Developer have an agreement whereby the Army Reserve has and will transfer the Specific Plan portions of the Camp Parks site to the Developer, as described below. Development in the Specific Plan area is generally planned to be comprised of residential units, parks and open space, and a school. Specifically, Specific Plan development includes a maximum of up to 1,995 residential units, a 30 net -acre Community Park, 2 acres of open space, and a school site. The Specific Plan also allows, but nothing requires, the development of up to 200,000 square feet of commercial use. The Developer does not currently intend to develop any commercial uses. Home sales by the Merchant Builders in the Specific Plan area commenced in 2017; Improvement Area No. 5 is the final buildout phase of homes in the Specific Plan area. The City of Dublin General Plan (1985) provides a broader city-wide framework to support future land use and development decisions in the Specific Plan area. California state law requires the Specific Plan to be consistent with the policies and standards contained in the General Plan. Together with the Specific Plan, the City will approve any necessary General Plan amendments to provide for the land uses, goals and policies in the Specific Plan. In situations where policies or standards relating to a particular subject have not been provided in the Specific Plan, the existing policies and standards in the General Plan will continue to apply. Regional Setting. The Specific Plan area is located in eastern Alameda County, near the center of the Tri-Valley region. As a part of the Eastern San Francisco Bay Area, the City of Dublin plays an important regional role due to its close proximity to major metropolitan centers, including San Francisco (35 miles northwest), Oakland (30 miles northwest) and Silicon Valley (25 miles southwest). The City is home to the Dublin/Pleasanton and West Dublin/Pleasanton Bay Area -23- 256 Attachment 4 Rapid Transit (BART) stations, lnterstates 580 and 680, and the Iron Horse Regional Trail, a multi - modal trail that links numerous cities within Alameda and Contra Costa counties. Local Setting. The approximate 190-acre Specific Plan area is centrally located in the City of Dublin and is bound by a network of streets: 5th and 6th streets to the north on the active Camp Parks installation; Arnold Road to the east; Dublin Boulevard to the south; and Scarlett Drive (with future extension) to the west. The Specific Plan area location adjacent to the Iron Horse Regional Trail, and close to the Dublin/Pleasanton BART station, with the station entrance approximately one-third mile to the south of the project area boundary, offer a possible amenity for urban -oriented buyers. Background -Reuse of Former Army Reserve Property. The Specific Plan is the result of a multi -year effort by the Army Reserve, the City, community members, and Dublin Crossing Venture, LLC (previously defined as the "Prior Owner") to create a plan for development of the Specific Plan area. In 2002, the Army Reserve formally requested an amendment to the General Plan to change the land use designation on the project site from "Public Lands" to a combination of commercial retail, office space, residential, and open space uses. On April 15, 2003, the Dublin City Council authorized the commencement of a General Plan Amendment study to initiate a comprehensive General Plan Amendment and Specific Plan program over an approximately 172- acre portion of the 2,485-acre Camp Parks area (the "Army Reserve Property"), a 8.5-acre parcel (the "NASA Property") owned by the National Aeronautics and Space Administration ("NASA"), and an 8.7-acre Alameda County Surplus Property Authority parcel (the "ACSPA Property"). The General Plan Amendment study did not authorize a change in the land use designation on the property but permitted City staff, in partnership with the Army Reserve, to engage the involvement of the community in several strategic visioning meetings. These meetings were used to create a cohesive vision for future development of the site. Based on the information provided from several community meetings, five conceptual land use plans, each illustrating different land use scenarios, were formulated. The City Council held a series of meetings in 2005 to review the five conceptual land use alternatives. Input from these meetings served as the basis for selecting a preferred land use plan for future development of the area. In December 2007, the Army Reserve and NASA prepared a "Notice of Availability" to solicit a master developer for the Camp Parks Real Property Exchange Area. The Prior Owner and the United States Army Corps of Engineers entered into an exchange agreement dated March 4, 2011 (the "Exchange Agreement"). The Exchange Agreement provided the Army Reserve with an opportunity to construct new and modernize existing facilities through the provision of approximately 172-acres of the Army Reserve Property (in addition to the NASA Property and the ACSPA Property), to a developer in exchange for Camp Parks facilities improvements. The Exchange Agreement is not a part of the Specific Plan but was necessary to facilitate acquisition of the property by the Prior Owner. In October 2008, the Army Reserve announced the selection of the master developer for the exchange project. In April 2011, the Prior Owner and the Army Reserve officially finalized the Exchange Agreement, authorizing the Prior Owner to commence the General Plan Amendment and Specific Plan process. -24- 257 Attachment 4 Pursuant to the Exchange Agreement, the Prior Owner and the Army Reserve agreed that the Prior Owner has the right acquire the Army Reserve Property from the Army Reserve in phases, as certain facilities (located outside of the Boulevard Project) are constructed by the Prior Owner and conveyed to the Army Reserve. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the Exchange Agreement. The Prior Owner and, following its acquisition of the project, the Developer acquired portions of the Army Reserve Property, as described in the table at "THE BOULEVARD PROJECT — Status of Construction of the Boulevard Project." As of December 2019, all five phases of the Army Reserve Property was acquired by Developer pursuant to the Exchange Agreement. In addition to the Exchange Agreement, the Prior Owner entered into an agreement dated January 11, 2013 (the "NASA Agreement") with NASA for the purchase of the NASA Property located adjacent to the Army Reserve Property, which is part of Phase 2 of the Boulevard Project. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the NASA Agreement. On August 28, 2015, the Developer acquired the NASA Property. In addition to the Exchange Agreement and the NASA Agreement, the Prior Owner entered into an agreement with the City (the "City Agreement") for the purchase of the ACSPA Property, which is part of Phase 2 of the Boulevard Project. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the City Agreement. On March 23, 2017, the Developer acquired the ACSPA Property. The Army Reserve Property, the NASA Property, and the ACSPA Property, collectively, comprise the property being developed as the Boulevard Project. All such property is subject to the Amended and Restated Development Agreement, dated November 20, 2018, by and between the City and the Developer (as amended from time to time, the "Development Agreement"). The Development Agreement allows for the construction of up to 1,995 residential units, a 30-net acre community park, open space, a school site, and associated infrastructure to serve the project area described in the Dublin Crossing Specific Plan, approved by the City in 2013 pursuant to Resolution No. 187-13. The Development Agreement also allows, but nothing requires, the development of up to 200,000 square feet of commercial use. The Developer does not currently intend to develop any commercial uses. The Development Agreement may be amended from time to time. In 2015, the Developer acquired from the Prior Owner certain property in the Boulevard Project (including all of Phase 1A) as well as the rights to develop the remainder of the property in the Boulevard Project. The Exchange Agreement, NASA Agreement and City Agreement provide for the acquisition of the property in six phases, as follows: Phase 1A: Phase 1A was acquired from the Army Reserve by the Prior Owner and was sold by the Prior Owner to the Developer on August 28, 2015. As consideration for the acquisition from the Army Reserve, the Prior Owner constructed a facility known as the Access Control Point. Phase 1 B: Phase 1 B was acquired from the Army Reserve by the Developer on October 19, 2016. As consideration for the acquisition from the Army Reserve, the Developer constructed various infrastructure roads and utilities for the Army Reserve. Phase 2: Phase 2 was acquired in three transactions. First, a portion of Phase 2 was acquired from the Army Reserve by the Developer on March 17, 2017. As -25- 258 Attachment 4 consideration for the acquisition from the Army Reserve, the Developer constructed area maintenance support facilities. Second, the NASA Property was acquired by the Developer on August 28, 2015. Third, on March 23, 2017, the Developer acquired the ACSPA Property. Phase 3: Phase 3 was acquired from the Army Reserve by the Developer on May 30, 2018, following the completion of a regional medical training site costing approximately $22,097,000. Phase 4: Phase 4 was acquired from the Army Reserve by the Developer in December 2017, following the completion of, or alternatively posting security for, the completion of an army regional training center estimated to cost $12,926,000. Phase 5: Phase 5 was acquired from the Army Reserve by the Developer in December 2019, following the completion of a logistical warehouse estimated to cost $8,281,000. The Developer has been developing each phase of the Boulevard Project following acquisition of the applicable phase from the Army Reserve, and then developing the property in five phases, described as Phase 1 A/1 B, 2, 3, 4 and 5. Improvement Area No. 5 comprises the expected 244 units in Phase 5. None of the land in Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, or Improvement Area No. 4 is subject to the Special Tax securing the Bonds. -26- 259 Attachment 4 Of the approximate $216 million required to be expended by the Developer for the Boulevard Project (not including land acquisition, military structure design and construction, and related expenses), the Developer has expended approximately $ million as of October 2023. As of early October 2023, 1,124 homes in the Boulevard Project have been sold and closed, as summarized in the table below. Phase/Projected Improvement Area Phase 1A/1B Improvement Area No. 1 Phase 2 Improvement Area No. 2 Phase 3 Improvement Area No. 3 Phase 4 Improvement Area No. 4 STATUS OF CONSTRUCTION OF THE BOULEVARD PROJECT Land Development Tract Map Status Status 469 units (129 single-family detached units; and 340 single-family attached units) 134 single-family detached units; 358 single- family attached units, a portion of the 30-acre park, and a 15,000 square foot recreation center now owned by the homeowner's association 77 single-family detached units; 210 single- family attached units; a portion of the 30-acre park (now complete); and a school site 175 single-family detached units; 91 single- family attached units; and approximately 2 acres of open space Projected Schedule N/A Finished lots in early 2017, housing construction commenced mid-2017. As of October 1, 2023, all 469 units have closed escrows with homeowners. N/A Lots and housing commencement subject to housing market; sheet graded & finished pads sold in December 2017. As of October 1, 2023, all of the 492 units have closed escrows with homeowners. N/A Finished lots in late 2019, housing construction commenced mid-2019. As of October 1, 2023, approximately 143 of the 287 units have closed escrows with homeowners. N/A Finished lots in early 2020, housing construction commenced mid-2021. As of October 1, 2023, approximately 50 of the 244 units have closed escrows with homeowners. Phase 5 62 single-family detached units; and 182 Tract Map No. Acquisition from Army Reserve in Improvement single-family attached units 8372 Recorded December 2019; See herein for Area No. 5 more details. Only the property in Improvement Area No. 5 is subject to the Special Tax that secures payment on the Bonds. The property that is in Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, and Improvement Area No. 4, inclusive, are not subject to the lien of the Special Tax securing the Bonds. Acquisition Agreement In connection with the issuance of special tax bonds for Improvement Area No. 1, the Developer and the City entered into an Acquisition Agreement, dated as of July 18, 2017 (as amended by the First Amendment to Acquisition Agreement, dated December 4, 2018, and as it may be amended from time -to -time, the "Acquisition Agreement"). Pursuant to the Acquisition Agreement, the City will purchase certain public capital improvements and finance certain -27- 260 Attachment 4 development impact fees for the construction of public capital improvements (referred to herein as the "Authorized Improvements") from the Developer, but solely from the net proceeds of bonds issued for the District, certain investment earnings thereon and special taxes collected within each Improvement Area of the District that are allocated to Authorized Improvements. The Rate and Method provides that the funding of improvement costs can also be made from collections of the Special Tax available as the "pay-as-you-go" component of Special Taxes, also described herein as the Remainder Taxes. The Remainder Taxes will provide for funding of the cost of the Authorized Improvements. By agreement between the City and the Developer, Remainder Taxes are limited to 15 years from each Improvement Area and the Developer expects to utilize it for that time period. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" and " — Special Tax Fund." Groundwater Testing Required by SFRWQCB In early November 2018, the City was informed by the Developer that it received a letter from the San Francisco Bay Regional Water Quality Control Board ("SFRWQCB"), dated November 5, 2018, regarding results of testing groundwater from a particular area of the Boulevard Project. The letter required that the Developer submit a workplan and schedule to complete site characterization and develop a conceptual site model for volatile organic compounds, including trichloroethylene, in groundwater, soil, and soil vapor generally to the east of the creek at the project site. The Developer then retained experts in human health risk assessment from Ramboll US Consulting, Inc. to work closely with SFRWQCB staff to conduct a systematic, multi -round investigation of groundwater, soil and soil vapor in the area and in 2020 through 2023 the Developer submitted various reports to the SFRWQCB for review in 2020 through 2022 and received SFRWQCB approval of the reports in early February 2023. The Developer anticipates receiving a no further action by the end of 2023. Market Pricing and Absorption Analysis In connection with the issuance of the Bonds, the City hired RCLCO Real Estate Consulting, Los Angeles, California (the "Pricing Consultant") to prepare a market pricing and absorption analysis for the homes planned for Phase 4 of the residential development program in the District, dated October 6, 2023 (the "Pricing Report"). The Pricing Report included market pricing and absorption analysis for the Phase 5 lots anticipated to be constructed in Improvement Area No. 5 (i.e., 244 single-family units, consisting of 62 detached and 182 attached units). The City is not obligated to make, and has not undertaken to make, an independent verification of the information contained in the Pricing Report and assumes no responsibility for the accuracy or completeness of the Pricing Report. A copy of the Pricing Report is set forth in its entirety as APPENDIX E — PRICING REPORT. -28- 261 Attachment 4 IMPROVEMENT AREA NO. 5 Formation of the District On April 21, 2015, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Authorized Improvements. After conducting a noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation, which established the District and Improvement Area No. 1 thereof, and designated the Future Annexation Area, which may include all or a portion of four additional improvement areas described as Improvement Area No. 2, Improvement Area No. 3, Improvement Area No. 5, and Improvement Area No. 5. The Resolution of Formation also set forth the Rate and Method within the District and each Improvement Area, and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $150 million for the District. On the same day, an election was held within the District in which the Prior Owner (who was then the only eligible landowner voter in the District) unanimously approved the proposed bonded indebtedness and the levy of the Special Tax. Improvement Area No. 5. On November 2, 2022, each of the owners of the property in Improvement Area No. 5 at the time executed and delivered to the City a separate Unanimous Approval, wherein the owner requested the annexation of their property into Improvement Area No. 5. All of the property that was the subject of the Unanimous Approvals was part of the Future Annexation Area. Pursuant to the Mello -Roos Act, the execution of a Unanimous Approval is all that is required to annex property that is identified as part of the Future Annexation Area into an existing or new improvement area within the District. On November 28, 2022, a Notice of Special Tax Lien was recorded against the property in Improvement Area No. 5 by Instrument No. 2022190139. The Notice of Special Tax Lien establishes the lien of special taxes pursuant to the Rate and Method of Apportionment of Special Tax for Improvement Area No. 5 against all of the property in Improvement Area No. 5. Improvement Area No. 5 is eligible to finance all of the improvements required for the development of the Boulevard Project. As part of the Unanimous Approval, the bonded indebtedness limit for Improvement Area No. 5 was established at $25,515,000. See "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership" below. To finance Authorized Improvements that will be owned by the Dublin -San Ramon Services District (previously defined as "DSRSD"), the City, the Developer, and DSRSD entered into a Joint Community Facilities Agreement dated January 10, 2017. To finance Authorized Improvements to be owned by Zone 7 of the Alameda County Flood Control and Water Conservation District (previously defined as "Zone 7"), the Developer entered into a Joint Community Facilities Agreement with the City and Zone 7 dated February 28, 2018. Five Improvement Areas. The District consists of five Improvements Areas, with Improvement Area No. 5 being the last and final improvement area and buildout phase of the Boulevard Project. Bonds for each Improvement Area are secured by special taxes only from such respective Improvement Area. The Bonds are secured only by special taxes levied in Improvement Area No. 5; the special taxes levied in any of Improvement Area Nos. 1, 2, 3, and 4 are not security for the Bonds. -29- 262 Attachment 4 Location and Description of Improvement Area No. 5 and the Immediate Area Improvement Area No. 5 is generally located in the north-western portion of the master plan. Improvement Area No. 5 is contiguous with lots north and west of existing Boulevard phases. It is located north of Dublin Boulevard, between Dougherty and Arnold Roads, south of 6th Street, in the immediate vicinity of the Dublin BART (Bay Area Rapid Transit) station and neighborhood and regional commercial establishments, including Whole Foods, Nordstrom Rack, Best Buy and a variety of smaller retail stores and restaurants. The development is near multiple off -ramps of Interstate 580, a major Bay Area freeway. Other adjacent uses include residential, office and light industrial, and a County jail facility to the north. Zoning. The land in Improvement Area No. 5 is zoned Dublin Crossing Medium -High Density Residential (DC M-HDR) and Dublin Crossing Medium Density Residential (DC MDR). See "THE BOULEVARD PROJECT" above. Seismic Area. According to the Seismic Safety Commission, Improvement Area No. 5 is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, the District is located in a Fault -Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. Flood Zone Status. Improvement Area No. 5 is located in Flood Zone X — areas determined to be outside of the 500-year floodplain and determined to be outside of the 1 % and 0.2% annual chance floodplains, and flood insurance is not required. Wildfire Hazards. Land in Improvement Area No. 5 is not located in a High or Very High Fire Hazard Severity Zone (FHSZ), as defined by CAL FIRE. Maps. The following pages contain (i) a map showing the parcels that annexed into the District to form Improvement Area No. 5 and (ii) a Site Plan for the overall development, dated as of July 7, 2016 (no representation is made regarding changes which may have been made since such date). Improvement Area No. 5 comprises Parcels 21, 22, and 23 of the Site Plan. -30- 263 Attachment 4 [IA 4 Parcels] -31- 264 Attachment 4 Site Plan for Dublin Crossing (Boulevard) As of July 7, 2016 LEGEND I PHASE In PHASE 2 PHASE a PHASE 6 PHASE 5 OTYPICAL NEIGHEQRHCW NVN¢R AMUSED .904,99 120. 2773 AC 27.999 PC DUBLIN CROSSING PHASING AND NEIGHBORHOOD EXHIBIT JLLY 7, 2016 -32- 265 Attachment 4 [This Page Intentionally Left Blank] -33- 266 Attachment 4 Improvement Area No. 5 Ownership The property in Improvement Area No. 5 is expected to be developed into 62 single-family detached units and 182 single-family attached units (for a total of 244 units), and is owned as shown in the following table. See also "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" Number of Owner Neighborhood Tract Units Individual Owners NB 21 — Ivy 8372 3 Dublin Crossing, LLCM NB 21 — Ivy 8372 28 Dublin Crossing, LLC(2) NB 22 — Vine 8372 92 Dublin Crossing, LLC(3) NB 23 — Avalon 8372 35 Brookfield Merchant Builder: Brookfield Bay Area Holdings LLC NB 21 — Ivy 8372 31 Lennar Merchant Builder: Lennar Homes of California, LLC Total NB 23 — Avalon 8372 55 244 (1) The 28 lots of the Ivy neighborhood are under contract to be sold to Brookfield BAH (defined herein). See "—Dublin Crossing, LLC." (2) The 92 lots of the Vine neighborhood are under contract to be sold to Brookfield BAH (defined herein). See "—Dublin Crossing, LLC." (3) The 35 lots of the Avalon neighborhood are under contract to be sold to Lennar Homes (defined herein). See "—Dublin Crossing, LLC." Tract Map Status The lots required for the development of the proposed 244 single family units within Improvement Area No. 5 were created by the recordation on November 29, 2021 of Tract Map 8372. All of the 244 lots are final map lots approved by the City. -34- 267 Attachment 4 Dublin Crossing, LLC The Developer owns a portion of the property to be developed as Neighborhood 21 (Ivy), Neighborhood 22 (Vine), and Neighborhood 23 (Avalon). The remaining home sites in these three neighborhoods are under contract with either Brookfield Bay Area Holdings LLC, a Delaware limited liability company ("Brookfield BAH"), or Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"), as of October 1, 2023, as shown in the table below: Current Owner Neighborhood Dublin Crossing, LLC NB 21 - Ivy Number of Projected Units 28 Merchant Builder Brookfield BAH Dublin Crossing, LLC NB 22 - Vine 92 Brookfield BAH Dublin Crossing, LLC NB 23 — Avalon 35 Lennar Homes Projected Acquisition Date* 14 lots November 2023 14 lots in March 2024 18 lots in December 2023 15 lots in June 2024 13 lots in November 2024 19 lots in March 2025 14 lots in September 2025 13 lots in January 2026 10 lots in February 2024 10 lots in July 2024 15 lots in January 2025 Total 155 * For Vine and Avalon, the term "lots" means the property necessary to construct the applicable number of homes. The Developer anticipates (i) selling the remaining lots in the Ivy neighborhood to Brookfield BAH, in two takedowns with 14 lots in November 2023 and 14 lots in March 2024, (ii) selling the remaining lots in the Vine neighborhood to Brookfield BAH in six takedowns with 18 lots in December 2023, 15 lots in June 2024, 13 lots in November 2024, 19 lots in March 2025, 14 lots in September 2025, and 13 lots January 2026, and (iii) selling the remaining lots in the Avalon neighborhood to Lennar Homes, an indirect wholly -owned subsidiary of Lennar Corporation, in three takedowns with 10 lots in February 2024, 10 lots in July 2024, and 15 lots in January 2025. Takedowns are subject to change, and there can be no guarantee that the lots will be acquired pursuant to the foregoing schedule. The Merchant Builders The merchant builder owners of the property in Improvement Area No. 5 are affiliated with Brookfield Residential and Lennar Corporation. In particular, the property in Improvement Area No. 5 not owned by the Developer or individual homeowners is owned by the Brookfield Merchant Builder or Lennar Homes, each as described in more detail in the tables under "IMPROVEMENT AREA NO. 5 — The Development Plan." The Development Plan A more detailed description of each of the neighborhoods owned by the Merchant Builders is set forth below. Ivy Neighborhood. Brookfield BAH is building and selling homes within the "Ivy" neighborhood within Improvement Area No. 5. Ultimately, the Ivy neighborhood is expected to consist of 62 detached single-family residential units (39 lots are still owned by the Developer as of October 1, 2023). The table below provides information under the assumption that Brookfield BAH will take title to the remaining 39 units and develop all 62 units. The Ivy neighborhood opened -35- 268 Attachment 4 for sales in July 2023, and Brookfield BAH anticipates final build -out by December 2024. The following table provides additional information regarding the proposed development of the Ivy project (assuming that the Developer conveys the remaining 39 lots to Brookfield BAH) as of October 1, 2023. Ivy Neighborhood (Tract No. 8372) (as of October 4, 2023) Total Units Number Units Completed Approx. of Completed, and Unsold Square Planned Sold, and or in Units Under Est. Base Floor Plan Footage Units Closed Escrow (1)(2) Construction(3) Price) Plan 1 2,565 31 2 10 5 $1,516,000 Plan 2 2,663 31 1 10 6 $1,541,000 Totals 62 3 20 11 (2) Does not include 2 model homes (one model in each Plan). (3) Brookfield BAH has 20 homes in escrow. There can be no guarantee that homes in escrow will actually close. (4) As of October 1, 2023, Brookfield BAH has received 34 building permits. (4) Base sale prices are estimated as of October 1, 2023. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered. Source: Brookfield BAH As of October 1, 2023, Brookfield BAH has incurred approximately $ million on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional $ million will be required to be expended on such costs to complete the neighborhood. As of October 1, 2023, Brookfield BAH has spent $ million on home construction, sales and marketing, and anticipates spending an additional $ million to buildout the 62 homes it currently anticipates building (assuming that the Developer conveys the remaining 39 lots to Brookfield BAH). Vine Neighborhood. Brookfield BAH is building and selling homes within the "Vine" neighborhood within Improvement Area No. 5. Ultimately, the Vine neighborhood is expected to consist of 92 attached single-family residential units (the property for all 92 units are still owned by the Developer as of October 1, 2023). The table below provides information under the assumption that Brookfield BAH will take title to and develop the property to be developed as 92 units. The Vine neighborhood is anticipated to open for sales in February 2024, and Brookfield BAH anticipates final build -out by January 2026. The following table provides additional information regarding the proposed development of the Vine project (assuming that the Developer conveys the property to be developed as the 92 units to Brookfield BAH) as of October 1, 2023. -36- 269 Attachment 4 Vine Neighborhood (Tract No. 8372) (as of October 1, 2023) Total Units Units Approx. Number of Completed, Completed and Square Planned Sold, and Unsold or in Units Under Est. Base Floor Plan Footage Units Closed Escrow(1)(2> Construction Price(3) Plan 1 2,192 34 0 0 0 TBD Plan 2 2,398 34 0 0 0 TBD Plan 3 2,430 24 0 0 0 TBD Totals 92 0 0 0 (1) Brookfield BAH has not yet constructed model homes. (2) As of October 1, 2023, Brookfield BAH has not received any building permits. (3) Base sale prices have not yet been determined. Source: Brookfield BAH As of October 1, 2023, Brookfield BAH has incurred approximately $ million on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional $ million will be required to be expended on such costs to complete the neighborhood. As of October 1, 2023, Brookfield BAH has spent $ million on home construction, sales and marketing, and anticipates spending an additional $ million to buildout the 92 homes it currently anticipates building (assuming that the Developer conveys the property to be developed as the remaining 92 units to Brookfield BAH). Avalon Neighborhood. Lennar Homes is building and selling homes within the "Avalon" neighborhood within Improvement Area No. 5. Ultimately, the Avalon neighborhood is expected to consist of 90 attached single-family residential units (the property for 35 units are still owned by the Developer with the next planned incremental transfer scheduled for February 2024). The table below provides information under the assumption that Lennar Homes will take title to and develop the property to be developed as 90 units. The Avalon neighborhood opened for sales in July 2023, and Lennar Homes anticipates final build -out by summer of 2025. The following table provides additional information regarding the proposed development of the Avalon project (assuming that the Developer conveys the property to be developed as the remaining 35 units to Lennar Homes) as of October 4, 2023. Avalon Neighborhood (Tract No. 8372) (as of October 4, 2023) Total Units Units Approx. Number of Completed, Completed Square Planned Sold, and and Unsold Units Under Est. Base Floor Plan Footage Units Closed (1)(2) Construction(2)(3) Price) Plan 1 1,493 36 0 0 16 $951,880 Plan 2 2,254 36 0 0 16 $1,099,880 Plan 3 2,456 18 0 0 7 $1,254,880 Totals 90 0 0 39 (1) Does not include 3 completed model homes (one in each Plan). (2) Lennar Homes has 9 homes in escrow. There can be no guarantee that homes in escrow will actually close. (3) As of October 4, 2023, Lennar Homes has received 70 building permits. (4) Base sale prices are estimated as of October 4, 2023. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered. Source: Lennar Homes -37- 270 Attachment 4 As of October 4, 2023, Lennar Homes has incurred approximately $22,87 million on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional approximately $12.18 million will be required to be expended on such costs to complete the neighborhood. As of October 13, 2023, Lennar Homes has spent approximately $8.73 million on home construction, sales and marketing, and anticipates spending an additional approximately $21.43 million to buildout the 90 homes it currently anticipates building (assuming that the Developer conveys the property to be developed as the remaining 35 units to Lennar Homes). Notwithstanding the Merchant Builders' projections regarding home construction and sellout of their planned development in Improvement Area No. 5, no assurance can be given that the Merchant Builders will complete such development as currently anticipated. Financing Plan — Developer To date, the Developer has financed its land acquisition and various site development costs related to its property in the District through internally generated funds and lot sales revenues. The Developer estimates that, as of October 1, 2023, the remaining costs to be incurred by the Developer to complete its planned development within Improvement Area No. 5 will be $ (out of the $ estimated costs to complete Improvement Area No. 5, which does not include land acquisition, military structure design and construction, and related expenses). The Developer expects to use lot sales revenues, internal funding, and reimbursement from Bond proceeds to complete its development in Improvement Area No. 5 of the District and believes that it will have sufficient funds available to complete such development in accordance with the development schedule described in this Official Statement. Although the Developer expects to have sufficient funds available to complete its development in Improvement Area No. 5 of the District as described in this Official Statement, there can be no assurance that amounts necessary to finance the remaining development costs will be available to the Developer from its internally generated funds or from any other source when needed. Neither the Brookfield Merchant Builder nor any of its related entities, is under any legal obligation of any kind to expend funds for the development of and construction of homes on its property in Improvement Area No. 5 of the District. Any contributions by the Developer or any such entity to fund the costs of such development are entirely voluntary. If and to the extent that internal funding, including but not limited to lot sales revenues, are inadequate to pay the costs to complete the planned development by the Developer within Improvement Area No. 5 of the District and other financing by the Developer is not put into place, there could be a shortfall in the funds required to complete the planned development by the Developer in Improvement Area No. 5 of the District. Financing Plan — Merchant Builders Brookfield Merchant Builder Financing Plan. To date, the Brookfield Merchant Builder has financed its land acquisition, site development, and home construction costs related to its Ivy and Vine neighborhoods in Improvement Area No. 5 through internally generated funds. As of October 1, 2023, Brookfield BAH estimates the costs to acquire the remaining 39 lots in Ivy and the property to be developed as 92 units in Vine from the Developer and the costs to complete the remaining land development of the Ivy and Vine neighborhoods within Improvement Area No. 5, including fees but excluding costs of constructing, selling and marketing of homes, is approximately $ . Brookfield BAH estimates the remaining vertical home construction, selling and marketing costs as of October 1, 2023 to complete its projects in Improvement Area -38- 271 Attachment 4 No. 5 (assuming Brookfield BAH acquires the remaining 39 lots in Ivy and the property to be developed as 92 units in Vine from the Developer) to be approximately $ . The foregoing costs are exclusive of internal financing repayment and marketing and sales costs Brookfield BAH expects the remaining horizontal and vertical home construction costs will be financed by the Brookfield Merchant Builder from home sales and internally generated funds to complete its development activities in Improvement Area No. 5. Brookfield BAH believes that the Brookfield Merchant Builder will have sufficient funds available to complete its proposed development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement. Although Brookfield BAH expects to have sufficient funds available to complete its development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available from the Brookfield Merchant Builder or any other source when needed. Any contributions by the Brookfield Merchant Builder or any of their respective parent companies to fund the costs of such development and home construction are entirely voluntary. If and to the extent that internal funding, including but not limited to home sales revenues, are inadequate to pay the costs to complete the planned development by the Brookfield Merchant Builder within Improvement Area No. 5 and other financing by the Brookfield Merchant Builder is not put into place, there could be a shortfall in the funds required to complete the proposed development by the Brookfield Merchant Builder in Improvement Area No. 5 and the remaining portions of the development may not be developed. Lennar Homes Financing Plan. To date, Lennar Homes has financed its land acquisition, site development, and home construction costs related to its Avalon neighborhood in Improvement Area No. 5 through homes sales revenue and internally generated funds. As of October 1, 2023, Lennar Homes estimates the costs to acquire the property to be developed as the remaining 35 units in Avalon from the Developer and the costs to complete the remaining land development of the Avalon neighborhood within Improvement Area No. 5, including fees but excluding costs of constructing, selling and marketing homes, is approximately $12.18 million. Lennar Homes estimates the remaining vertical home constructing, selling and marketing costs as of October 1, 2023 to complete its Avalon neighborhood in Improvement Area No. 5 (assuming Lennar Homes acquires the property to be developed as the remaining 35 units in Avalon from the Developer) to be approximately $21.43 million. The foregoing costs are exclusive of internal financing repayment and marketing and sales costs. Lennar Homes expects to finance all remaining horizontal and vertical home construction costs related to its Avalon neighborhood in Improvement Area No. 5 through home sales revenue and internally generated funds, including, if necessary, Lennar Corporation's revolving credit facility. Lennar Corporation's credit facility is not secured by Lennar Homes' property within Improvement Area No. 5. Additionally, home sales revenue from Lennar Homes' projects in Improvement Area No. 5 will not be segregated and set aside for the payment of costs required to complete their activities in Improvement Area No. 5. Home sales revenue from the project is accumulated and used to pay costs of operations for Lennar Corporation and its subsidiaries, to pay debt service on outstanding debt and for other corporate purposes, and may be diverted to pay costs other than the costs of completing Lennar Homes' activities in Improvement Area No. 5 at the discretion of management. Notwithstanding the foregoing, Lennar Homes believes that it -39- 272 Attachment 4 will have sufficient funds available to complete its proposed development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement. Although Lennar Homes expects to have sufficient funds available to complete its development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available from Lennar Homes, Lennar Corporation or any other source when needed. For example, borrowings under Lennar Corporation's revolving credit facility may not be available, and home sales revenue, which is accumulated daily for use in operations by Lennar Corporation, including to fund costs of other direct and indirect subsidiaries, to pay debt service on outstanding debt and for other corporate purposes, may be diverted to pay costs other than the costs of completing Lennar Homes' activities in Improvement Area No. 5 at the discretion of management. Lennar Homes, Lennar Corporation, its lenders, or any of their related entities are not under any legal obligation of any kind to expend funds for the development of and construction of homes on Lennar Homes' property in Improvement Area No. 5. Any contributions by Lennar Homes or Lennar Corporation to fund the costs of such development and home construction are entirely voluntary. If and to the extent that internal funding, including but not limited to home sales revenues, and borrowings under Lennar Corporation's revolving credit facility are inadequate to pay the costs to complete the planned development by Lennar Homes within Improvement Area No. 5 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Lennar Homes in Improvement Area No. 5 and the remaining portions of the development may not be developed. OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. The Developer, BrookCal, Brookfield BAH, and Lennar Homes have provided the information set forth in this section entitled "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5." No assurance can be given that all information is complete. The City has not independently verified this information and assumes no responsibility for its accuracy or completeness. It is only provided as a convenience to enable investors to more easily commence their own independent investigations if they so choose. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. The Special Taxes are not personal obligations of the developers or of any subsequent landowners; the Bonds are secured only by the Special Taxes -40- 273 Attachment 4 and moneys available under the Fiscal Agent Agreement. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" and "SPECIAL RISK FACTORS" herein. The Developer, Brookfield, and Lennar Homes Developer. The master developer of the property within the District is Dublin Crossing, LLC, a Delaware limited liability company (previously defined as "Dublin Crossing" or the "Developer"). Dublin Crossing is a joint venture between BrookCal Dublin LLC, a Delaware limited liability company (previously defined as "BrookCal"), and SPIC Dublin LLC, a Delaware limited liability company (previously defined as "SPIC"), an affiliate of CalAtlantic Group, LLC, a Delaware limited liability company ("CalAtlantic"). CalAtlantic is owned by Lennar Corporation. BrookCal. BrookCal is owned 100% by BrookCal Bay Area Holdings LLC, a Delaware limited liability company ("BrookCal Bay Area"). BrookCal Bay Area is owned 100% by BrookCal, LLC, a Delaware limited liability company ("BrookCal, LLC"). BrookCal, LLC is a joint venture between BHC BrookCal, LLC, a Delaware limited liability company ("BHC BrookCal"), and the California State Teachers Retirement System ("Cal STRS"). BHC BrookCal is an indirect wholly -owned subsidiary of Brookfield Residential Properties Inc. ("Brookfield Residential"), a wholly -owned subsidiary of Brookfield Asset Management Inc., which has been developing land and building homes for over 50 years. Brookfield Residential is a North American land developer and homebuilder with operations in Canada and the United States, which entitles and develops land to create master -planned communities and builds and sells lots to third -party builders, as well as to its own homebuilding divisions. Brookfield Residential also participates in select strategic real estate opportunities, including infill projects, mixed -use developments, infrastructure projects and joint ventures. Brookfield Residential currently focuses on the following operating segments: Canada, California, and Central and Eastern United States. Its Canadian operations are primarily in the Alberta and Ontario markets. Brookfield Residential has homebuilding operations in Austin, Calgary, Denver, Edmonton, Hawaii, Los Angeles, Phoenix, San Diego, San Francisco, Toronto, and Washington D.C. Brookfield Residential has been active in the Northern California market since 1997. Brookfield BAH. The Developer sold a portion, and is under contract to sell the remaining portion, of the Ivy and Vine property in Improvement Area No. 5 to Brookfield Bay Area Holdings LLC, a Delaware limited liability company (previously defined as "Brookfield BAH"). Brookfield BAH is an indirect subsidiary of Brookfield Residential. Information regarding Brookfield Residential's operations in Northern California is available at www.brookfieldnorcal.com. Copies of Brookfield Residential's financial statements and other information are currently available from Brookfield Residential's website at www.brookfieldresidential.com. These internet addresses are included for reference only, and the information on these internet sites is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on these internet sites. Lennar Homes. The Developer sold portions, and is under contract to sell the remaining portions, of the Avalon property in Improvement Area No. 5 to Lennar Homes. Lennar Homes is based in Irvine, California. Lennar Homes is wholly -owned by U.S. Home, LLC, a Delaware limited liability company ("U.S. Home"). U.S. Home is wholly -owned by Lennar Corporation, which is based in Miami, Florida. Founded in 1954, Lennar Corporation completed its initial public offering in 1971 and listed its common stock on the New York Stock Exchange in 1972. Lennar Corporation's Class A and Class B common stock are listed on the New York Stock Exchange under the symbols "LEN" -41- 274 Attachment 4 and "LEN.B." respectively. Lennar Corporation is one of the largest homebuilders in the United States based on home sales revenues and net earnings, and operates under a number of brand names, including Lennar Homes and U.S. Home. Lennar Corporation primarily develops residential communities both within the Lennar family of builders and through consolidated and unconsolidated partnerships in which Lennar Corporation maintains an interest. Lennar Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such filings, particularly the Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Lennar Corporation and its consolidated subsidiaries, including Lennar Homes, as of such dates. The SEC maintains a website that contains reports, proxy and other information statements and other information regarding registrants that file electronically with the SEC, including Lennar Corporation. The address of such website is www.sec.gov. All documents filed by Lennar Corporation pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of Lennar Corporation's Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are available from Lennar Corporation's website at www.lennar.com. -42- 275 Attachment 4 APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 The Appraisal General. Integra Realty Resources, San Francisco, California (the "Appraiser") prepared an appraisal report with a date of value of October 4, 2023 (the "Appraisal"). The Appraisal was prepared at the request of the City. The Appraiser was requested by the City to provide a market value of the appraised properties by ownership, as well as a cumulative, or aggregate, value of the appraised properties within the District (see "— Property Appraised" below), under the assumptions and conditions cited in the attached report. The value estimates assume a transfer would reflect a cash transaction or terms that are considered to be equivalent to cash. The estimates are also premised on an assumed sale after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably, for their own self-interest and assuming neither is under duress. The Appraisal is set forth in its entirety in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal. Property Appraised. The appraised properties represent the taxable parcels in Improvement Area No. 5, subject to the lien of the Special Taxes of the CFD No. 2015-1, a portion of the Dublin Crossing (now referred to, marketed, as "Boulevard") master planned community. Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) being developed by Lennar Homes and Brookfield BAH within three product lines further described herein. Any properties within the boundaries of Improvement Area No. 5 not subject to the Lien of the Special Tax securing the Bonds (e.g., public and quasi -public land use sites) are not a part of this appraisal. Boulevard is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. Value Estimate. The market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value, are subject to the hypothetical condition various public improvements to be financed by proposed series of Bonds have been paid. The estimates of value also account for the impact of the lien of the Special Tax securing the Bonds. The value estimate for the appraised property as of the date of value, as updated, using the methodologies described in the Appraisal and subject to the hypothetical condition that various public improvements to be financed by the Bonds are in place, and subject to other assumptions and limiting conditions set forth in the Appraisal, and based on the ownership of the property as of that date is $111,070,000, as shown in the table on the following page. Note that the aggregate value noted is not the market value of the appraised properties in bulk. As defined by The Dictionary of Real Estate Appraisal, an aggregate value is the "total of multiple market value conclusions." For purposes of the Appraisal, market value is estimated by ownership. -43- 276 Attachment 4 Value Ownership Conclusion Brookfield Bay Area Holdings, LLC $18.910.000 Lennar Homes of California, LLC 20,625,000 Dublin Crossing, LLC) 67,005,000 Individual Homeowners 4.530.000 $111,070,000 Source: The Appraisal. Appraisal Methodology. In the Appraisal, the Appraiser determined the market value of the residential land using the sales comparison approach. Because certain appraised parcels have been sold and transferred to individual homeowners, the Appraiser assigned value to the completed and sold homes using a not -less -than estimate of value based on the smallest homes/floor plan offered. See APPENDIX B for additional details. Hypothetical Condition. The Appraisal estimates the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of Improvement Area No. 5 of the CFD as of the date of value, subject to the hypothetical condition various public improvements to be financed by the Bonds are in place and available for use. Assumptions and Limiting Conditions. In addition to the hypothetical condition described above, the Appraisal is based upon a number of standard and special assumptions and conditions, all of which affect the estimate as to value, some of which include the following. See "APPENDIX B — THE APPRAISAL" for a complete list of such assumptions and conditions. Exposure Time. The Appraisal comments on exposure time for the property appraised as follows: "Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the appraisal. Based on our review of recent sales transactions for similar properties and our analysis of supply and demand in the local land market, it is our opinion that the probable exposure time for the subject at the concluded market values stated previously is 12 months." The Appraiser concluded that, given the size of the appraised properties, and the condition of the market, it is expected that if appropriately priced, the exposure time for the appraised properties, assuming the properties (by ownership) are not marketed concurrently, would likely be approximately 12 months. No assurance can be given that the estimated exposure time or absorption of sales of property in Improvement Area No. 5 will be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a projected period. See "SPECIAL RISK FACTORS — Property Values and Property Development." Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the Improvement Area No. 5; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel. No assurance can be given that the estimate of market value set forth in the Appraisal can or will be maintained during the period of time that the Bonds are outstanding in that the City has no control over the market value of the property within Improvement Area No. 5 or the amount of -44- 277 Attachment 4 additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See "— Overlapping Liens and Priority of Lien" below. For a description of certain risks that might affect the assumptions made in the Appraisal, see "SPECIAL RISK FACTORS — Appraised Values" herein. Value by Ownership and Neighborhood The following table sets forth the development status (based on building permits issued as of October 4, 2023) and appraisal value by ownership and neighborhood for property within Improvement Area No. 5, based on the appraised values set forth in the Appraisal. Table 1 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Development Status by Neighborhood Units with Total FY 2024-25 FY 2024-25 Building Planned Maximum Projected Appraised Neighborhood Permits(1) Units Builder Land Use Special Tax Tax Levy Value Avalon 70 90 Lennar Single Family $420,954 $390,528 $33,750,000 Homes Attached Ivy 34 62 Brookfield Single Family 455,829 382,085 40,520,000 BAH Detached Vine 0 92 Brookfield Single Family 491,370 350,714 36,800,000 BAH Attached Total: 104 244 $1,368,153 $1,123,327 $111,070,00 0 (1) Based on building permits issues as of October 4, 2023. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. Source: Integra Realty Resources; Goodwin Consulting Group, Inc. -45- 278 Attachment 4 Value to Special Tax Burden Ratios The following tables set forth the value -to -lien ratios for property within Improvement Area No. 5, based on the appraised values set forth in the Appraisal and based on the projected Special Tax levy for Fiscal Year 2024-25, assuming it was levied on all taxable parcels in the District, and not including any overlapping debt for general obligation bonds. Table 2A City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2024-25 Special Tax Levy and Value -to -Lien Ratios (Development Status as of October 4, 2023) Development Status Developed Property Individual Owners Brookfield BAH Lennar Homes Dublin Crossing, LLC Subtotal Undeveloped Property Dublin Crossing, LLC Subtotal Total Planned Residential Unitst') 3 31 55 15 104 140 244 244 Appraised Value $4,530,000 18,910,000 20,625,000 5,625,000 $49,690,000 $61,380,000 $111,070,000 $111,070,000 Maximum FY 2024-25 Special Tax Revenue $17,489 180,719 247,237 67,428 $512,874 Estimated Percent of FY 2024-25 Projected Series Special FY 2024-25 2023 Value -to - Tax Levy(2) Tax Levy Bonds(3)* Lien* $17,489 1.6% $280,240 16.2 180,719 16.1 2,895,817 6.5 247,237 22.0 3,961,684 5.2 67,428 6.0 1,080,459 5.2 $512,874 45.7% $8,218,200 6.0 $855,279 $610,454 $1,368,153 $1,123,327 $1,368,153 $1,123,327 54.3% $9,781,800 6.3 100.0% $18,000,000 6.2 100.0% $18,000,000 6.2 * Preliminary, subject to change. (1) Based on Attachment 1 of the Rate and Method of Apportionment. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. (3) Allocated based on the share of the projected fiscal year 2024-25 special tax levy. Source: Integra Realty Resources; Underwriter; Goodwin Consulting Group, Inc. Value -to -Lien Greater than 6:1 4:1 to 6:1 Less than 4:1 Total Table 2B City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2024-25 Special Tax Levy and Value -to -Lien Ratio by Ranges (Development Status as of October 4, 2023) Planned Residential Units (1 126 118 0 244 Appraised Value $62,300,000 48,770,000 0 $111,070,000 FY 2024-25 Maximum Special Tax Revenue $705,777 662,376 0 $1,368,153 FY 2024-25 Projected Special Tax Levy (2) $560,484 562,843 0 $1,123,327 Percent of FY 2024-25 Series Average Projected 2023 Value -to - Tax Levy Bonds (3)* Lien* 49.9% $8,981,105 6.94 50.1 9,018,895 5.41 0.0 0 n/a 100.0% $18,000,000 6.17 * Preliminary, subject to change. (1) Based on Attachment 1 of the Rate and Method of Apportionment. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. (3) Allocated based on the share of the projected fiscal year 2024-25 special tax levy. Source: Integra Realty Resources; Underwriter; Goodwin Consulting Group, Inc. In comparing the appraised value of the real property within the Improvement Area No. 5 and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within Improvement Area No. 5 cannot be foreclosed upon as a whole to pay delinquent Special Taxes -46- 279 Attachment 4 of the owners of such parcels within Improvement Area No. 5 unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels. Other public agencies whose boundaries overlap those of Improvement Area No. 5 could, without the consent of the City and in certain cases without the consent of the owners of the land within Improvement Area No. 5, impose additional taxes or assessment liens on the land within Improvement Area No. 5. The lien created on the land within Improvement Area No. 5 through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Merchant Builders or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within Improvement Area No. 5, however, will be subordinate to the lien of the Special Tax. Overlapping Liens and Priority of Lien The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within Improvement Area No. 5, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area No. 5. Such lien is co -equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area No. 5. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co- equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 5. Set forth in the following table is an overlapping debt table showing the existing authorized indebtedness payable with respect to property within Improvement Area No. 5. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. Table 3 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Overlapping Bonded Debt as of 1, 2023 (1) Excludes Bonds to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations. Source: California Municipal Statistics, Inc. There can be no assurance that the Developer, the Brookfield Merchant Builder, Lennar Homes, their respective affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or -47- 280 Attachment 4 some other public agency to finance additional public facilities, however no other special districts are currently contemplated by the City or the Developer. Private liens, such as deeds of trust securing loans obtained by the Developer, may be placed upon property in Improvement Area No. 5 at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. -48- 281 Attachment 4 Estimated Tax Burden The following table sets forth estimated Fiscal Year 2023-24 sample tax bills for various types of property expected to be built and sold to individual homeowners within Improvement Area No. 5. Table 4 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2023-24 Sample Tax Bills Assumptions Base Sales Price (1) Homeowners Exemption Net Assessed Value Ad Valorem Taxes (2) General Tax Levy County Wide GO Bonds School Unified School Comm Coll Fld Zn 7 State Wtr Bay Area Rapid Transit East Bay Regional Park Total Ad Valorem Taxes Direct Charges (3) Mosq MSR K 1982 CSA Paramedic Vec Cntrl Measure A 84 Paramedic Supplement SFBRA Measure AA 2019DUSD Measure E Haz Waste Program Vector Cntrl Asmt Mosquito Asmt 2008 East Bay Trail LLD IA 5 CFD No. 2015-1 - Facilities (4) CFD No. 2017-1 - Services (4) Total Direct Charges Total Taxes and Direct Charges Percentage of Base Sales Price Rate 1.0000% 0.0088 0.1612 0.0416 0.0267 0.0134 0.0057 1.2574% Single Family > 2,300 sf $1,510,000 ($7,000) $1,503,000 Amount $15,030 132 2,423 625 401 201 86 $18,899 Amount $2 $39 $6 $10 $12 $96 $7 $6 $3 $6 $5,715 $72 $5,974 $24,872 1.65% Multi -Family > 1,800 sf $1,217,500 ($7,000) $1,210,500 Amount $12,105 107 1,951 504 323 162 69 $15,221 Amount $2 $39 $6 $10 $12 $96 $7 $6 $3 $6 $4,007 $61 $4,254 $19,475 1.60% (1) The smallest single family detached unit included in the appraisal starts at 2,565 square feet and the smallest multi -family unit included in the appraisal starts at 2,254 square feet. (2) Based on the fiscal year 2021-22 ad valorem tax rates for the tax rate area within the CFD. Ad valorem tax rates are subject to change in future years. (3) Based on the fiscal year 2023-24 charges identified on Alameda County -issued property tax bills. Charges subject to change in future years. (4) Represents the maximum special tax rate in fiscal year 2023-24. Sources: Alameda County Tax Collector's Website; Integra Realty Resources; Goodwin Consulting Group, Inc. -49- 282 Attachment 4 SPECIAL RISK FACTORS The purchase of the Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following is a description of certain risk factors affecting Improvement Area No. 5, the property owners in Improvement Area No. 5, the parcels subject to the levy of Special Tax and the payment of and security for the Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following factors along with all other information in this Official Statement in evaluating the investment quality of the Bonds. There can be no assurance that other risk factors will not become material in the future. Limited Obligation of the City to Pay Debt Service The City has no obligation to pay principal of and interest on the Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the Bonds. The Bonds are not general obligations of the City but are limited obligations of the City and Improvement Area No. 5 payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property subject to the Special Tax in the event of a foreclosure. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." Any tax for the payment of the Bonds will be limited to the Special Taxes to be collected within the jurisdiction of Improvement Area No. 5. Neither the faith and credit nor the taxing power of the City or the State of California or of any of their respective political subdivisions is pledged to the payment of the Bonds. Special Tax Not a Personal Obligation An owner of property in Improvement Area No. 5 is not personally obligated to pay the Special Tax attributable to the property in Improvement Area No. 5. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner of any property to pay. If the value of the property is not sufficient for the payment of debt service on the Bonds, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the Bonds have no recourse against the owner, such as filing a lawsuit to collect money. Concentration of Ownership Nearly all of the land within Improvement Area No. 5 is currently owned by the Developer and the Merchant Builders. The lack of diversity in ownership of property in Improvement Area No. 5, and the consequent lack of diversity in the obligation to pay the Special Tax levied in Improvement Area No. 5, represents significant risk to the owners of the Bonds in that the ability of the Developer and the Merchant Builders to pay the Special Tax levied on property they own will depend, in part, on the successful sales of lots and homes in Improvement Area No. 5. Failure of the current owners, or any future owners, of significant property subject to the Special Taxes in Improvement Area No. 5 to pay installments of Special Taxes when due could -50- 283 Attachment 4 cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet obligations on the Bonds. For a description of the Developer and the Merchant Builders, see "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes." In that event, there could be a delay or failure in payments on the Bonds. See "SPECIAL RISK FACTORS — Bankruptcy and Foreclosure Delays" below and "SECURITY FOR THE BONDS — Delinquent Payments; Covenant for Superior Court Foreclosure." Development of undeveloped property within Improvement Area No. 5 may be subject to unexpected delays, disruptions and changes which may affect the willingness and ability of the Developer or landowner to pay the Special Taxes when due. Certain infrastructure improvements remain to be completed in order to complete construction of all of the homes in Improvement Area No. 5. No assurance can be given that the remaining proposed residential development will be partially or fully completed, and for purposes of evaluating the investment quality of the Bonds, prospective purchasers should consider the possibility that such parcels will remain vacant and only partially improved. Levy and Collection of the Special Tax General. The principal source of payment of principal of and interest on the Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area No. 5. Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds. In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the Bonds, and certainly not a direct relationship. Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected: -51- 284 Attachment 4 Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels. Property Tax Delinquencies. Under provisions of the Act, the Special Tax, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are being billed to the property within Improvement Area No. 5 on the regular property tax bills sent to owners of the parcels. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. For a summary of recent Special Tax collection and delinquency rates in Improvement Area No. 5, see "VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" herein. Insufficiency of Special Taxes In order to pay debt service on the Bonds, it is necessary that the Special Tax levied against taxable parcels within Improvement Area No. 5 be paid in a timely manner. The City has established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt service on the Bonds to the extent Special Taxes are not paid on time and other funds are not available. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Reserve Fund" and APPENDIX C — Summary of Certain Provisions of the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, the City has covenanted to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the limitation that the City may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Special Tax rates permitted under the Rate and Method. In addition, the Act imposes certain limitations on increases in Special Taxes on residential parcels as a consequence of delinquencies in payment of the Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Taxes." Consequently, if a delinquency occurs, the City may be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of the Maximum Special Tax rates. If such defaults were to continue in successive years, the Reserve Fund could be depleted and a default on the Bonds would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes. The City has made certain covenants regarding the institution of foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of delinquent Special Taxes to protect its security interest. Appraised Values -52- 285 Attachment 4 The Appraisal estimates the market value of the taxable property within Improvement Area No. 5. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. Prospective purchasers of the Bonds should not assume that the land within Improvement Area No. 5 could be sold for the appraised amount described in the Appraisal at a foreclosure sale for delinquent Special Taxes the City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser. The City makes no representation as to the accuracy of the Appraisal. The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information. In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, as well as the hypothetical condition of the Authorized Improvements having been completed, as set forth in the Appraisal (see APPENDIX B hereto). The improvements to be financed by the Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place). In addition, the opinion of market value in the Appraisal is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present. No assurance can be given that any of the appraised property in Improvement Area No. 5 could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes. A significant portion of the Special Tax is expected to initially be levied on Undeveloped Property with low value to Bond burden values. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale. The City is not obligated and does not expect to be a bidder at any such foreclosure sale. Value -to -Lien Ratios Value -to -lien ratios have traditionally been used in land -secured bond issues as a measure of the "collateral" supporting the willingness of property owners to pay their special taxes and assessments (and, in effect, their general property taxes as well). The value -to -lien ratio is mathematically a fraction, the numerator of which is the value of the property (usually either the assessed value or a market value as determined by an appraiser) and the denominator of which is the "lien" of the assessments or special taxes as represented by the principal amount of bonds repaid by such assessment or special tax. A value -to -lien ratio should not, however, be viewed as a guarantee of credit -worthiness. Land values are especially sensitive to economic cycles. A downturn of the economy may depress land values and hence the value -to -lien ratios. Further, the value -to -lien ratio typically cited for a bond issue is an average. Individual parcels in a community facilities district may fall above or below the average, sometimes even below a 1:1 -53- 286 Attachment 4 ratio (with a ratio below 1:1, the land is worth less than the unpaid principal of the bonded debt allocable to it). Although judicial foreclosure proceedings can be initiated rapidly, the process can take several years to complete, and the bankruptcy courts may impede the foreclosure action. Finally, local agencies may form overlapping community facilities districts or assessment districts. Such local agencies typically do not coordinate their bond issuances. Debt issuance by an entity other than the City for Improvement Area No. 5 can therefore dilute value -to -lien ratios. Exempt Properties Certain properties are exempt from the Special Tax in accordance with the Rate and Method. In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within Improvement Area No. 5 acquired by a public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested. In particular, insofar as the Act requires payment of the Special Tax by a federal entity acquiring property within Improvement Area No. 5, it may be unconstitutional. If for any reason property within Improvement Area No. 5 becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Special Tax, the Special Tax will be reallocated to the remaining taxable properties within Improvement Area No. 5. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within Improvement Area No. 5 becomes exempt from the Special Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the Bonds when due and a default would occur with respect to the payment of such principal and interest. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax. Property Values and Property Development The value of taxable property within Improvement Area No. 5 is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of the Special Tax, the City's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land values could be adversely affected by economic and other factors beyond the City's control including, without limitation, a general economic downturn, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, destruction of property caused by earthquake, flood, wildfires, or other natural disasters, environmental pollution or contamination, inability to obtain necessary permits or agreements with governmental entities, or unfavorable economic conditions. -54- 287 Attachment 4 The Appraisal (which is set forth in APPENDIX B to this Official Statement) is based on certain assumptions made by the Appraiser in estimating the market value of the property within Improvement Area No. 5 as of the date indicated. No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See "Appraised Values" above. Neither the District nor the City has evaluated development risks related to the development of land in Improvement Area No. 5. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, Improvement Area No. 5 is issuing the Bonds without regard to any such evaluation. Thus, the creation of Improvement Area No. 5 and the issuance of the Bonds in no way implies that Improvement Area No. 5 or the City has evaluated these risks or the reasonableness of these risks. The following is a discussion of specific risk factors that could affect the timing or scope of property development in Improvement Area No. 5 or the value of property in Improvement Area No. 5. Land Development. Land values are influenced by the level of development in the area in many respects. First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the Owners of the Bonds should it be necessary for the City to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes. Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 - Value to Special Tax Burden Ratios." No assurance can be given that the proposed development within Improvement Area No. 5 will be completed, and in assessing the investment quality of the Bonds, prospective purchasers should evaluate the risks of non -completion. Neither the Developer nor any other person provides any assurances that the project currently envisioned for the land in Improvement Area No. 5 will be completed, or that sources of financing that will actually be available to the Developer will be sufficient to complete such projected development. The Developer has no obligation to the City or to owners of the Bonds to complete the project. Risks of Real Estate Investment Generally. Continuing development of land within Improvement Area No. 5 may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in Improvement Area No. 5 may also be affected by development in surrounding areas, which may compete with the development. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance -55- 288 Attachment 4 that proposed land development operations within Improvement Area No. 5 will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within Improvement Area No. 5 will not be adversely affected by these risks. Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in Improvement Area No. 5 may also be adversely affected by the application of laws protecting endangered or threatened species. Hazardous Substances and Groundwater Quality. Any discovery of a hazardous substance detected on property within Improvement Area No. 5 would affect the marketability and the value of some or all of the property in Improvement Area No. 5. In that event, the owners and operators of a parcel within Improvement Area No. 5 may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws. State law with regard to hazardous substances are also applicable to property within Improvement Area No. 5 and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within Improvement Area No. 5 by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel. Although the City is not aware that the owner (or operator) of any of the property within Improvement Area No. 5 has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area No. 5 resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within Improvement Area No. 5 that is realizable upon a foreclosure sale. The City has not independently verified, but is not aware of, the presence of any hazardous substances within Improvement Area No. 5. As discussed elsewhere in this Official Statement, the SFRWQCB sent the Developer a letter, dated November 5, 2018, regarding results of testing groundwater from a particular area of the Boulevard Project, and requiring the Developer take certain actions in connection therewith. The letter required that the Developer submit a workplan and schedule to complete site -56- 289 Attachment 4 characterization and develop a conceptual site model for volatile organic compounds, including trichloroethylene, in groundwater, soil, and soil vapor at the project site. In response to that directive, the Developer conducted extensive testing of soil, soil vapor, and groundwater. The work was documented in the Site Characterization, Conceptual Site Model and Health Risk Assessment Report submitted to and approved by the SFRWQCB. On July 7, 2021, the SFRWQCB issued a "No Further Action" determination. See "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB." Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. The discovery of an endangered plant or animal could delay development of undeveloped property in Improvement Area No. 5 or reduce the value of such property. Other Possible Claims Upon the Value of Taxable Property While the Special Taxes are secured by the taxable property in Improvement Area No. 5, the security only extends to the value of such property that is not subject to priority and parity liens and similar claims. The table in the section entitled "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — Overlapping Liens and Priority of Lien" shows the presently outstanding amount of governmental obligations (with stated exclusions), the tax or assessment for which is or may become an obligation of one or more of the parcels of taxable property. The table also states the additional amount of general obligation bonds the tax for which, if and when issued, may become an obligation of one or more of the parcels of taxable property. The table does not specifically identify which of the governmental obligations are secured by liens on one or more of the parcels of taxable property. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 5. Other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the Bonds. The City has no control over the ability of other entities to issue indebtedness secured by special taxes or assessments payable from all or a portion of the taxable property within Improvement Area No. 5 subject to the levy of the Special Tax. The imposition of additional indebtedness could reduce the willingness and the ability of the property owners within Improvement Area No. 5 to pay the Special Taxes when due. In general, as long as the Special Tax is collected on the County tax roll, the Special Tax and all other taxes, assessments and charges also collected on the tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro rata basis. Although the Special Taxes will generally have priority over non -governmental liens on a parcel of Taxable Property, regardless of whether the -57- 290 Attachment 4 non -governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. Bankruptcy and Foreclosure Delays The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in "SECURITY FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure" and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County. If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure." No assurances can be given that a taxable parcel in Improvement Area No. 5 that would be subject to a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale and the City has not in any way agreed nor does it expect to be such a bidder. The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within Improvement Area No. 5. The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax may also be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Special Tax to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Other laws generally affecting creditors' rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay -58- 291 Attachment 4 in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service. To the extent that property in Improvement Area No. 5 continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the Bonds on a timely basis. No Acceleration Provisions The Bonds do not contain a provision allowing for their acceleration in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement or in the event interest on the Bonds becomes included in gross income for federal income tax purposes. Under the Fiscal Agent Agreement, a Bondowner is given the right for the equal benefit and protection of all Bondowners similarly situated to pursue certain remedies. So long as the Bonds are in book -entry form, DTC will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bond holders, in accordance with its procedures and rules. Loss of Tax Exemption As discussed under the caption "LEGAL MATTERS — Tax Exemption," interest on the Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement. Neither the Bonds nor the Fiscal Agent Agreement contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest on the Bonds were to become includable in gross income for purposes of federal income taxation, the Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to optional redemption, mandatory sinking fund redemption or special mandatory redemption upon prepayment of the Special Taxes. In addition, Congress is or may be considering in the future legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The City can provide no assurance that federal tax law will not change while the Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. If the exclusion of interest on the Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the Bonds would be adversely impacted. Enforceability of Remedies The remedies available to the Fiscal Agent and the registered owners of the Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often -59- 292 Attachment 4 subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement. No Secondary Market No representation is made concerning any secondary market for the Bonds. There can be no assurance that any secondary market will develop for the Bonds. Investors should understand the long-term and economic aspects of an investment in the Bonds and should assume that they will have to bear the economic risks of their investment to maturity. An investment in the Bonds may be unsuitable for any investor not able to hold the Bonds to maturity. Disclosure to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The City has caused a Notice of Special Tax Lien to be recorded in the Office of the Recorder for the County against the real property in Improvement Area No. 5. Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing real property within Improvement Area No. 5 or lending money thereon, as applicable. California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. IRS Audit of Tax -Exempt Bond Issues The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of such Bonds might be affected as a result of such an audit of such Bonds (or by an audit of similar bonds or securities). -60- 293 Attachment 4 Voter Initiatives From time to time, initiative measures qualify for the State ballot pursuant to the State's constitutional initiative process and those measures could be adopted by State voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increase appropriations or on the ability of the landowners to complete the development of Improvement Area No. 5. See "Property Values and Property Development" above. Under the State Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010. Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as Improvement Area No. 5. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter -approved initiatives, possibly to the extent of creating cash -flow problems in the payment of outstanding obligations such as the Special Tax Bonds. Proposition 218—Voter Approval for Local Government Taxes —Limitation on Fees, Assessments, and Charges —Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property -related fees and charges. On November 2, 2010, State voters approved Proposition 26, entitled the "Supermajority Vote to Pass New Taxes and Fees Act". Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as "fees." Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes ("special taxes") require a two-thirds vote. The Special Taxes and the Bonds were each authorized by a vote of the property owners in existence at the time that the property was annexed into Improvement Area No. 5, who constituted the qualified electors at the time of such voted authorization. Improvement Area No. 5 believes, therefore, that issuance of the Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26. Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on Improvement Area No. 5 can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted. -61- 294 Attachment 4 Case Law Related to the Mello -Roos Act On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the "CCFD") established by the City of San Diego. The CCFD is a financing district established under San Diego's city charter (the "Charter") and was intended to function much like a community facilities district established under the Act. The CCFD was comprised of all of the real property in the entire city. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel. At the election to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote. This definition of the qualified electors of the CCFD was based on Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax. The San Diego Court held that the CCFD special tax election did not comply with its Charter and with applicable provisions of the State Constitution -- specifically Article XIIIA, section 4 ("Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district ....") and Article XIIIC, section 2(d) ("No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.") -- because the electors in the CCFD election should have been the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego). As to Improvement Area No. 5, there were no registered voters within Improvement Area No. 5 at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it was not addressing the validity of a landowner election to impose special taxes on property pursuant to the Act in situations where there are fewer than 12 registered voters. Therefore, by its terms, the San Diego Court's holding does not apply to the special tax election in Improvement Area No. 5. Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Act may be challenged by a third party, which time period has now passed. Natural Disasters The value of the parcels in Improvement Area No. 5 in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in Improvement Area No. 5 and the continued habitability and enjoyment of such private improvements. For example, the areas in and surrounding Improvement Area No. 5, like those in much of the State, may be subject to earthquakes or other unpredictable seismic activity. According to the Seismic Safety Commission, District is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, Improvement Area No. 5 is located in a Fault -Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. -62- 295 Attachment 4 Other natural disasters could include, without limitation, landslides, floods, wildfires, droughts or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate. Wildfires. Many areas of northern California have suffered from major wildfires in recent years, including numerous wildfires in northern California in 2020, 2021 and 2022. In addition to their direct impact on health and safety and property damage in California, the smoke from many of these wildfires has impacted the quality of life throughout the region, and the City and may have short-term and future impacts on commercial activity in the City. The fires have been driven in large measure by drought conditions and low humidity. Experts expect that California will continue to be subject to wildfire conditions year over year as a result in changing weather patterns due to climate change. Droughts. California is subject to droughts from time -to -time. On April 1, 2015, for the first time in California's history, Governor Edmund G. Brown directed the State Water Resources Control Board to implement mandatory water reductions in cities and towns across California to reduce water usage by 25%. Following a wet winter in 2016-17, most of the mandatory water reductions were lifted, only to return again in 2021-2022 following unusually dry years. Pandemic Diseases In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak. Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases. Cyber Security The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City's efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these -63- 296 Attachment 4 other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. Potential Early Redemption of Bonds from Prepayments Property owners within the District are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. CONTINUING DISCLOSURE The City The City has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to Improvement Area No. 5 by not later than January 15th of each year (the "City Annual Report") commencing with its report for the 2022-23 Fiscal Year (due January 15, 2024) and to provide notices of the occurrence of certain enumerated events. The first City Annual Report may consist solely of this Official Statement. The City Annual Reports and notice of a listed event will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Rule"). The specific nature of the information to be contained in the annual reports or the notices of listed events by the City is summarized in APPENDIX G-1. The City and its related entity, the Dublin Financing Authority, have previously entered into continuing disclosure undertakings under the Rule. During the past five years, the City or the Dublin Financing Authority, as applicable, has failed to comply with its continuing disclosure obligations with respect to certain bonds issuances as follows: • For Special Tax Bonds issued in 2021 the City's audited financial statements for Fiscal Year 2020-21 were filed approximately 12 days late. • For Revenue Bonds issued in 2021 the City's financial statements were not filed and no subsequent remediation notice was filed. The City has retained Goodwin Consulting Group Inc., as dissemination agent, in connection with entering into its undertaking under the Rule related to the Bonds. Dublin Crossing The information under this caption has been provided by representatives of Dublin Crossing and has not been independently confirmed or verified by the Underwriter, the City or the District. Dublin Crossing, on behalf of itself and its Affiliates (which specifically excludes the Brookfield BAH, and Lennar Homes) has also agreed for the benefit of owners of the Bonds to -64- 297 Attachment 4 provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2024 (the "Dublin Crossing Periodic Reports") and to provide notices of the occurrence of certain enumerated events. The obligation of Dublin Crossing to provide such information will terminate (i) with respect to a neighborhood, upon the sale of such neighborhood to Lennar Homes or Brookfield BAH (as responsibility to report on such property will automatically be subject to the continuing disclosure agreement of Lennar Homes or Brookfield BAH, as applicable), (ii) with respect to a neighborhood sold to someone other than Lennar Homes or Brookfield BAH, and assuming the property sold is responsible for 20% or more of the Special Taxes within Improvement Area No. 5, upon execution of an assumption agreement by the new owner, and (iii) for the agreement as a whole, once Dublin Crossing no longer owns any taxable property in Improvement Area No. 5 (subject to (i) and (ii) above). Dublin Crossing's reporting obligation may end in certain other circumstances, as described in APPENDIX G. A default under the agreement with Dublin Crossing will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the agreement in the event of any failure of Dublin Crossing or the Dissemination agent, to comply with the agreement will be an action to compel performance. To the best of Dublin Crossing's knowledge, it has complied in all material respects with its prior continuing disclosure obligations during the past five years. Brookfield BAH [Brookfield BAH to update] The information under this caption has been provided by representatives of Brookfield BAH and has not been independently confirmed or verified by the Underwriter, the City or the District. Brookfield BAH will execute a Continuing Disclosure Agreement (the "Brookfield BAH Continuing Disclosure Agreement"), pursuant to which Brookfield BAH has agreed, on behalf of itself and its Affiliates (which specifically excludes Dublin Crossing and Lennar Homes) for the benefit of owners of the Bonds, to provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2023 (the "Brookfield BAH Periodic Reports") and to provide notices of the occurrence of certain enumerated events. Any additional property acquired by Brookfield BAH subsequent to the execution of the Brookfield BAH Continuing Disclosure Agreement will automatically be subject to the Brookfield BAH Continuing Disclosure Agreement without requiring any assumption agreement. The obligation of Brookfield BAH to provide such information is in effect only so long as the Brookfield BAH and its Affiliates are collectively responsible for 20% or more of the Special Taxes within Improvement Area No. 5. Brookfield BAH's reporting obligation may end in certain other circumstances, as described in APPENDIX G-2. A default under the agreement with Brookfield BAH will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the Brookfield BAH Continuing Disclosure Agreement in the event of any failure of Brookfield BAH or the Dissemination agent, to comply with the Brookfield BAH Continuing Disclosure Agreement will be an action to compel performance. To the best of Brookfield BAH's knowledge, it has complied in all material respects with its prior continuing disclosure obligations during the past five years. Lennar Homes -65- 298 Attachment 4 [Lennar to update] The information under this caption has been provided by representatives of Lennar Homes and has not been independently confirmed or verified by the Underwriter, the City or the District. Lennar Homes will execute a Continuing Disclosure Agreement (the "Lennar Homes Continuing Disclosure Agreement"), pursuant to which Lennar Homes has agreed, on behalf of itself and its Affiliates (which specifically excludes Dublin Crossing and Brookfield BAH) for the benefit of owners of the Bonds, to provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2023 (the "Lennar Homes Periodic Reports") and to provide notices of the occurrence of certain enumerated events. Any additional property acquired by Lennar Homes subsequent to the execution of the Lennar Homes Continuing Disclosure Agreement will automatically be subject to the Lennar Homes Continuing Disclosure Agreement without requiring any assumption agreement. The obligation of Lennar Homes to provide such information is in effect only so long as Lennar Homes and its Affiliates are collectively responsible for 20% or more of the Special Taxes within Improvement Area No. 5. Lennar Homes' reporting obligation may end in certain other circumstances, as described in APPENDIX G-3. A default under the agreement with Lennar Homes will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the Lennar Homes Continuing Disclosure Agreement in the event of any failure of Lennar Homes or the Dissemination agent, to comply with the Lennar Homes Continuing Disclosure Agreement will be an action to compel performance. [UPDATE] To the actual knowledge of Lennar Homes, other than as disclosed in this Official Statement, in the last five years, Lennar Homes has not failed to comply in any material respects with its previous continuing disclosure undertakings, specifically regarding its requirement to provide developer periodic reports or to provide notice of occurrence of enumerated events. However, (i) in connection with a continuing disclosure obligation entered into with respect to the $12,850,000 County of El Dorado District No. 2014-1 (Carson Creek) Special Tax Bonds Series 2016, Lennar Homes was late in filing the periodic reports due on April 1, 2017 and October 1, 2017; the oversight was discovered in late January, 2018, and Lennar Homes promptly filed a curative report on February 1, 2018; (ii) in connection with the $16,780,000 California Municipal Finance Authority Special Tax Revenue Bonds BOLD Program Series 2020B, Lennar Homes inadvertently failed to file the initial semi-annual report by the due date of May 1, 2021, but filed a curative report on May 21, 2021; and (iii) in connection with the $5,795,000 City of Rancho Cordova Grantline 208 Community Facilities District No. 2018-1 Special Tax Bonds, Series 2021B, Lennar Homes inadvertently failed to file the initial annual report by the due date of April 1, 2022 and filed it approximately days late. UNDERWRITING The Bonds were purchased through negotiation by Piper Sandler & Co. (the "Underwriter"). The Underwriter agreed to purchase the Bonds at a price of $ (which is equal to the par amount of the Bonds, plus/less a [net] original issue premium/discount of $ and less the Underwriter's discount of $ ). The initial public offering prices set forth on the inside cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof. -66- 299 Attachment 4 MUNICIPAL ADVISOR The City has retained Fieldman, Rolapp & Associates, Inc., San Francisco, California, as Municipal Advisor (the "Municipal Advisor") in connection with the planning, structuring and issuance of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the Bonds. LEGAL OPINION The validity of the Bonds and certain other legal matters are subject to the approving opinion of Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F to this Official Statement, and the final opinion will be made available to registered owners of the Bonds at the time of delivery. The fees of Bond Counsel are contingent upon the sale and delivery of the Bonds. TAX MATTERS Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded. Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing -67- 300 Attachment 4 during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual alternative minimum taxes. Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds. California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds. -68- 301 Attachment 4 NO RATINGS The City has not applied to a rating agency for the assignment of a rating on the Bonds and does not contemplate applying for a rating. NO LITIGATION At the time of delivery of and payment for the Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any of said documents. PROFESSIONAL FEES Fees payable to certain professionals, including Jones Hall, A Professional Law Corporation, San Francisco, California, as Bond Counsel and Disclosure Counsel, Fieldman Rolapp & Associates, as Municipal Advisor, the Trustee and the Underwriter are contingent upon the issuance of the Bonds. EXECUTION The execution and delivery of this Official Statement by the City has been duly authorized by the City Council on behalf of the District and Improvement Area No. 5. CITY OF DUBLIN By: Assistant City Manager -69- 302 Attachment 4 APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A-1 303 Attachment 4 APPENDIX B THE APPRAISAL B-1 304 Attachment 4 APPENDIX C SUMMARY OF FISCAL AGENT AGREEMENT C-1 305 Attachment 4 APPENDIX D THE CITY OF DUBLIN AND ALAMEDA COUNTY General The City. Incorporated in 1982, the City of Dublin (the "City") is a suburban city of the San Francisco East Bay and Tri-Valley regions of Alameda County (the "County"). It is located approximately 35 miles east of downtown San Francisco, 23 miles east of downtown Oakland, and 31 miles north of downtown San Jose. The City operates under the Council -Manager form of government. Policy making and legislative authority are vested in the City Council, which consists of an elected Mayor, who serves a two-year term, and four Council members each elected to a four-year term. The County. The County is located on the east side of the San Francisco Bay, south of the City of Oakland and approximately ten miles west of the City of San Francisco. Access to San Francisco is provided by the San Francisco Bay Bridge, AC Transit and Bay Area Rapid Transit (BART). The northern part of Alameda County has direct access to San Francisco Bay and the City of San Francisco. It is highly diversified with residential areas, as well as traditional heavy industry, the University of California at Berkeley, the Port of Oakland, and sophisticated manufacturing, computer services and biotechnology firms. The middle of the County is also highly developed including older established residential and industrial areas. The southeastern corner of the County has seen strong growth in residential development and manufacturing. Many high-tech firms have moved from neighboring Silicon Valley in Santa Clara County to this area. The southwestern corner of the County has seen the most development in recent years due to land availability. Agriculture and the rural characteristics of this area are disappearing as the region maintains its position as the fastest growing residential, commercial and industrial part of the County. Population The following table lists population estimates for the City, the County and the State of California for the last five calendar years, as of January 1. CITY OF DUBLIN, ALAMEDA COUNTY AND STATE OF CALIFORNIA Population Estimates Calendar Years 2019 through 2023 as of January 1 Year 2019 2020 2021 2022 2023 City of Dublin 63,890 65,161 73,009 72,374 71,750 Alameda County 1,659,608 1,663,114 1,663,371 1,644,248 1,636,194 State of California 39,605,361 39,648,938 39,286,510 39,078,674 38,940,231 Source: State Department of Finance estimates (as of January 1). D-1 306 Attachment 4 Employment and Industry The District is included in the Oakland -Hayward -Berkeley Metropolitan Division ("MD"). The unemployment rate in the Oakland -Hayward -Berkeley MD was 4.1 percent in July 2023, down from a revised 4.2 percent in June 2023, and above the year-ago estimate of 3.3 percent. This compares with an unadjusted unemployment rate of 4.8 percent for California and 3.8 percent for the nation during the same period. The unemployment rate was 4.1 percent in Alameda County, and 4.1 percent in Contra Costa County. The table below list employment by industry group for Alameda and Contra Costa Counties for the years 2018 to 2022. OAKLAND-HAYWARD-BERKELY MD (Alameda and Contra Costa Counties) Annual Averages Civilian Labor Force, Employment and Unemployment, Employment by Industry (March 2022 Benchmark) Civilian Labor Force (1) Employment Unemployment Unemployment Rate Waae and Salary Employment: (2) Agriculture Mining and Logging Construction Manufacturing Wholesale Trade Retail Trade Transportation, Warehousing, Utilities Information Finance and Insurance Real Estate and Rental and Leasing Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Federal Government State Government Local Government Total, All Industries (3) (1) (2) (3) 2018 2019 2020 1,401,900 1,404,000 1,367,100 1,358,100 1,361,500 1,244,600 43,800 42,500 122,500 3.1 % 3.0% 9.0% 1,300 200 74,900 100,600 47,500 114,700 42,300 27,600 37,500 17,800 189,500 194,300 117,700 41,000 13,400 39,400 121,800 1,181,600 1,400 200 75,600 101,000 45,400 112,000 43,700 27,600 37,200 18,100 193,200 198,400 121,000 41,200 13,400 39,600 121,800 1,190,700 1,500 200 71,100 98,700 42,100 101,500 45,200 25,600 35,900 16,800 184,900 191,300 84,700 33,100 14,200 38,200 113,500 1,098,500 2021 1,357,000 1,272,800 84,200 6.2% 1,700 200 74,300 105,800 41,100 105,300 49,500 24,700 34,800 17,200 190,700 198,500 92,500 35,600 13,400 35,900 111,800 1,133,000 2022 1,377,100 1,330,500 46,600 3.4% 1,900 200 75,200 111,900 41,500 106,200 55,100 24,900 33,300 18,700 196,200 207,000 108,400 39,300 13,100 32,700 115,400 1,180,900 Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. Totals may not add due to rounding. Source: State of California Employment Development Department. D-2 307 Attachment 4 Principal Employers The following table shows the principal employers in the City, as shown in the City's Comprehensive Annual Financial Report for the fiscal year ending June 30, 2022. CITY OF DUBLIN Principal Employers As of June 2022 Employer U.S. Government & Federal Correction Institute County of Alameda Ross Stores Headquarters Dublin Unified School District Zeiss Meditec Kaiser Permanente Patelco Credit Union TriNet Target Stores City of Dublin Number of Employees Rank Source: City of Dublin, California. Comprehensive Annual Financial Report for fiscal year ended June 30, 2022. [Remainder of page intentionally left blank] D-3 308 Attachment 4 Major Employers The table below lists the major employers in the County, listed alphabetically. ALAMEDA COUNTY Major Employers Employer Name Alameda County Law Enforcement Alameda County Sheriffs Dept Alameda County Sheriffs Ofc Alta Bates Summit Med Ctr Alta Alta Bates Summit Med Ctr Lab BART PD California State Univ East Bay Cooper Vision Inc Dell EMC East Bay Mud Ebmud Grifols Diagnostic Solutions Kaiser Permanente Oakland Med Lawerence Berkeley Lab Lawrence Livermore Natl Lab Peoplesoft Inc Sanfrancisco Bayarea Rapid Transportation Dept -California UCSF Benioff Children's Hosp University of CA Berkeley University of CA-BERKELEY University -Ca -Berkeley Dept Valley Care Health System Washington Hospital Healthcare Western Digital Corp Location Oakland San Leandro Oakland Berkeley Oakland Oakland Hayward Pleasanton Pleasanton Oakland Oakland Emeryville Oakland Berkeley Livermore Pleasanton Oakland Oakland Oakland Berkeley Berkeley Berkeley Livermore Fremont Fremont Industry Government Offices -County Government Offices -County Sheriff Hospitals Laboratories -Medical Transit Lines Schools -Universities & Colleges Academic Optical Goods -Wholesale Computer Storage Devices (mfrs) Water & Sewage Companies -Utility Utilities Pharmaceutical Research Laboratories Hospitals Laboratories -Research & Development University -College Dept/Facility/Office Computer Software -Manufacturers Transit Lines Government Offices -State Hospitals Schools -Universities & Colleges Academic University -College Dept/Facility/Office University -College Dept/Facility/Office Health Services Health Care Management Computer Storage Devices (mfrs) Source: State of California Employment Development Department, extracted from the America's Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition. [Remainder of page intentionally left blank] D-4 309 Attachment 4 Construction Activity Provided below are the building permits and valuations for the City and the County for calendar years 2018 through 2022. Permit Valuation New Single-family New Multi -family Res. Alterations/Additions Total Residential New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential New Dwelling Units Single Family Multiple Family TOTAL CITY OF DUBLIN Total Building Permit Valuations (Valuations in Thousands) 2018 2019 2020 2021 2022 $241,339.1 $68,810.7 $73,627.0 $65,538.8 $53,661.0 53, 361.1 23, 753.9 105, 932.7 170,143.7 18, 534.9 6, 938.7 16, 759.2 7, 506.7 7, 570.5 14, 797.7 301,638.9 109,323.8 187,066.4 243,253.0 86,993.6 4,009.8 81,009.4 142,998.0 12,481.5 4,469.0 0.0 0.0 0.0 0.0 0.0 15,680.6 4,763.2 1,229.3 35,459.2 2,718.4 24.885.4 33.640.2 14.519.2 17.451.3 13.510.7 44,575.8 119,412.8 158,746.5 65,392.0 20,698.1 608 151 153 159 58 346 767 209 499 Source: Construction Industry Research Board, Building Permit Summary. Permit Valuation New Single-family New Multi -family Res. Alterations/Additions Total Residential New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential ALAMEDA COUNTY Total Building Permit Valuations (Valuations in Thousands) 133 640 773 128 41 169 2018 2019 2020 2021 2022 $689,530.0 $675,129.8 $394,500.3 $407,585.0 $339,046.4 1,431,985.0 782,536.4 722,038.0 829,822.2 795,917.3 469.158.5 512.409.9 293.866.8 222.971.3 323.712.1 2,590,673.5 1,970,076.1 1,410,405.1 1,460,378.5 1,458,675.8 551,547.4 718,569.0 238,516.5 312,914.6 268,498.1 302,121.2 5,638.5 0.0 600.0 33,740.8 89,686.1 78,049.8 131,447.0 110,817.0 120,294.6 819.040.7 992.668.1 628.230.5 892.656.8 993.782.1 1,762,395.4 1,794,925.4 998,194.0 1,316,988.4 1,416,315.6 New Dwelling Units Single Family 1,867 1,871 1,152 1,589 1,175 Multiple Family 6,540 4,145 2,610 4,494 3,366 TOTAL 8,407 6,016 3,762 6,083 4,541 Source: Construction Industry Research Board, Building Permit Summary. D-5 310 Attachment 4 Effective Buying Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor -related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner -occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income." The following table summarizes the median household effective buying income for the City, the County, the State and the United States for the period 2019 through 2023. CITY OF DUBLIN AND ALAMEDA COUNTY Effective Buying Income Median Household As of January 1, 2019 Through 2023 Year Area 2019 City of Dublin Alameda County California United States 2020 City of Dublin Alameda County California United States 2021 City of Dublin Alameda County California United States 2022 City of Dublin Alameda County California United States 2023 City of Dublin Alameda County California United States Source: Claritas, LLC . Total Effective Buying Income (000's Omitted) $3,024,338 67,609,653 1,183,264,399 9,017,967,563 $3,528,085 72,243,436 1,243,564,816 9,487,165,436 $3,821,704 77,794,202 1,290,894,604 9,809,944,764 $4,059,625 85,225,529 1,452,426,153 11,208,582,541 $4,368,839 80,766,211 1,461,799,662 11,454,846,397 Median Household Effective Buying Income $111,857 79,446 62,637 52,841 $121,648 84,435 65,870 55,303 $126,662 88,389 67,956 56,790 $139,121 99,940 77,058 64,448 $135,205 98,721 77,175 65,326 D-6 311 Attachment 4 Taxable Transactions Summaries of historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Total taxable sales during the first quarter of the 2023 calendar year in the City were reported to be $515,381,457, a 3.88% increase in total taxable sales of $496,125,279 reported during the first quarter of calendar year 2022. CITY OF DUBLIN Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number Taxable Number Taxable of Permits Transactions of Permits Transactions 2018 843 $1,603,404 1,387 $1,983,177 2019 825 1,560,838 1,383 1,971,228 2020 848 1,253,711 1,455 1,615,174 2021 824 1,457,526 1,407 2,049,805 2022 847 1,493,127 1,436 2,223,202 Source: State Department of Tax and Fee Administration. Total taxable transactions during the first quarter of calendar year 2023 in the County were reported to be $10,047,432,150, a 4.17% decrease in total taxable transactions of $10,485,185,330 reported during the first quarter of calendar year 2022. ALAMEDA COUNTY Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number Taxable Number Taxable of Permits Transactions of Permits Transactions 2018 27,816 $22,857,349 47,402 $35,073,302 2019 28,375 21,882,886 49,197 35,040,749 2020 28,831 19,626,570 50,461 31,781,794 2021 26,964 22,613,147 47,565 37,893,682 2022 27,010 23,795,623 48,059 44,051,761 Source: State Department of Tax and Fee Administration. D-7 312 Attachment 4 APPENDIX E PRICING REPORT E-1 313 Attachment 4 APPENDIX F FORM OF OPINION OF BOND COUNSEL [Closing Date] City Council City of Dublin 100 Civic Plaza Dublin, California 94568 OPINION: $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 Members of the City Council: We have acted as bond counsel in connection with the issuance by the City of Dublin (the "City") of $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "Bonds"), pursuant to the Mello - Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the "Act") and a Fiscal Agent Agreement dated as of , 2023 (the "Fiscal Agent Agreement") by and between the City for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) for its Improvement Area No. 5, and U.S. Bank Trust Company, National Association, as fiscal agent. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds (the "Resolution"), enter into the Fiscal Agent Agreement, and perform the agreements on its part contained therein, and issue the Bonds. 2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement. F-1 314 Attachment 4 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It should be noted however that for tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding sentences are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof. Respectfully submitted, A Professional Law Corporation F-1 315 Attachment 4 APPENDIX G FORM OF CONTINUING DISCLOSURE UNDERTAKINGS G-1 316 Attachment 4 APPENDIX G-1 CONTINUING DISCLOSURE AGREEMENT (City) CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 This CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), dated as of 1, 2023 is entered into by the CITY OF DUBLIN (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District") for its Improvement Area No. 5 ("Improvement Area No. 5), and Goodwin Consulting Group Inc., as initial dissemination agent, in connection with the execution and delivery by the City of its City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). The City covenants and agrees, for and on behalf of the District, as follows: Section 1. Purpose of the Disclosure Aareement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" means January 15th of each year that an Annual Report is due. "Dissemination Agent" means, initially, Goodwin Consulting Group, Inc., or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation in accordance with Section 8 of this Disclosure Agreement. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. G-1-1 317 Attachment 4 "Official Statement" means the final official statement executed by the City in connection with the issuance of the Bonds. "Participating Underwriter" means , as the original underwriter of the Bonds. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time. "Special Taxes" means the special taxes of the District levied on taxable property within the District. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing January 15, 2024, with the report for Fiscal Year 2022-23 (provided that the first Annual Report may consist solely of the Official Statement), provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided, that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City's Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event. The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB in a timely manner, in an electronic format as prescribed by the MSRB, a notice in substantially the form prescribed by the MSRB. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine prior to each Annual Report Date the then -applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: G-1-2 318 Attachment 4 (a) The City's audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the Annual Report Date, the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information: (i) Principal amount of all outstanding bonds of Improvement Area No. 5. (ii) Balance in the improvement fund or construction account. (iii) Balance in debt service reserve fund, and statement of the reserve fund requirement. Statement of projected reserve fund draw, if any. (iv) Balance in other funds and accounts held by the City or Fiscal Agent related to the Bonds. (v) Additional debt authorized by the City and payable from or secured by special taxes with respect to property within Improvement Area No. 5. (vi) The Special Tax levy, collections, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent Fiscal Years. (vii) Notwithstanding the June 30th reporting date for the Annual Report, the following information shall be reported as of the last day of the month immediately preceding the date of the Annual Report for which such data is available rather than as of June 30th: The identity of each delinquent taxpayer responsible for 5% or more of total special tax/assessment levied, and for each such taxpayer, the applicable assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, a summary of results of foreclosure sales or transfers shall be provided. (viii) Most recently available total assessed value of all parcels subject to the Special Tax (in total, not by individual APNs). (ix) Value -to -lien ratios of top taxpayers (substantially in the form of Table 2 to the Official Statement, but excluding any appraised values, overlapping debt information and special tax -related projections). (x) To the extent not already provided pursuant to (ix) above, list of landowners and assessor's parcel number of parcels subject to 5% or more of the Special Tax levy, including the following information: development status to the extent shown in City records, land use classification, and assessed value (land and improvements). The reporting of development status shall coincide with cut-off dates applicable to the latest special tax levy. period. (xi) Building permits issued within Improvement Area No. 5 during the reporting G-1-3 319 Attachment 4 (c) In addition to any of the information expressly required to be provided under this Disclosure Agreement, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB's internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Listed Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an G-1-4 320 Attachment 4 action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material. (15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of "financial obligation," see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of "financial obligation," see clause (e)). (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier "if material" and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event's occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. (d) For purposes of this Disclosure Agreement, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), "financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. G-1-5 321 Attachment 4 Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days' written notice to the City. The initial Dissemination Agent shall be the City. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to this Disclosure Agreement modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b). Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination G-1-6 322 Attachment 4 set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Agreement, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save harmless the Dissemination Agent, its officers, directors, employees and agents (each, an "Indemnified Party"), against any loss, expense and liability which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding losses, liabilities, costs and expenses due to an Indemnified Party's negligence, willful misconduct or failure to perform its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the holders and beneficial owners from time to time of the Bonds or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all reasonable and documented expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. G-1-7 323 Attachment 4 IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. CITY OF DUBLIN, for and on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) for its Improvement Area No. 5 By: Authorized Officer GOODWIN CONSULTING GROUP, INC., as Dissemination Agent By: Authorized Officer G-1-8 324 Attachment 4 APPENDIX G-2 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Developer - Brookfield Bay Area Holdings LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Brookfield Bay Area Holdings LLC, a Delaware limited liability company (the "Landowner"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Landowner covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Landowner to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Landowner, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person that controls, is controlled by or is under common control with the Landowner; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC; (iii) CalAtlantic Group, LLC, or any entity directly or indirectly, owned or controlled by CalAtlantic Group, LLC; or (iv) Lennar Homes of California, LLC, or any entity directly or indirectly, owned or controlled by Lennar Homes of California, LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Landowner and which has filed with the Landowner and the City a written acceptance of such designation. Initially, the Landowner is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. G-2-1 325 Attachment 4 "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Official Statement" shall mean the final Official Statement relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, any property owned by the Landowner or its Affiliates within Improvement Area No. 5 of the District. Property acquired by the Landowner subsequent to the date of this Disclosure Agreement shall automatically be covered by this Disclosure Agreement without the need for execution of any assumption agreement. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Landowner on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2024, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Landowner is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Landowner of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Landowner by the applicable June 15th or December G-2-2 326 Attachment 4 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Landowner and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Reports. (a) The Landowner's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Landowner and its Affiliates under the captions in the Official Statement entitled "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership," "— The Merchant Builders," "— The Development Plan — Melrose Neighborhood," and "— Financing Plan — Merchant Builders — Brookfield Merchant Builder Financing Plan". 2. A description of the number of building permits issued during the reporting period with respect to the Property in Improvement Area No. 5 owned by the Landowner and any Affiliate. 3. Any significant amendments to land use entitlements that are known to the Landowner with respect to parcels owned by the Landowner or its Affiliates within Improvement Area No. 5. 4. Any significant changes in the ownership structure of the Landowner described in the Official Statement under the caption "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes - Brookfield BAH." 5. Any sale of Property within Improvement Area No. 5 by the Landowner or an Affiliate to an unrelated merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Landowner shall clearly identify each such other document so included by reference. G-2-3 327 Attachment 4 SECTION 5. Reporting of Significant Events. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Landowner obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property owned by the Landowner or any Affiliate that was not promptly cured upon discovery; 2. Material default by the Landowner or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Landowner or any Affiliate has been provided a notice of default; 3. Material default by the Landowner or any Affiliate on any loan secured by Property within Improvement Area No. 5 owned by the Landowner or any Affiliate to which the Landowner or any Affiliate has been provided a notice of default; 4. Payment default by the Landowner or any Affiliate on any loan of the Landowner or any Affiliate (whether or not such loan is secured by Property within Improvement Area No. 5) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Landowner, such payment default will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 5; 5. The filing of any proceedings with respect to the Landowner or any Affiliate that owns Property within Improvement Area No. 5 in which the Landowner may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in Improvement Area No. 5 in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels of Property owned by the Landowner or its Affiliates that own Property within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates that own Property within Improvement Area No. 5 and their respective ability to pay special taxes levied on Property within Improvement Area No. 5; and 7. The filing of any lawsuit against the Landowner or any of its Affiliates (for which Landowner or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Landowner, will adversely affect the completion of the development of parcels of Property owned by the Landowner or its Affiliates within Improvement Area No. 5, or litigation which if decided against the Landowner, or any such Affiliates, in the reasonable judgment of the Landowner, would materially adversely affect the financial G-2-4 328 Attachment 4 condition of the Landowner or its Affiliates and their respective ability to pay special taxes levied on Property within Improvement Area No. 5. (b) Whenever the Landowner obtains knowledge of the occurrence of a Listed Event, the Landowner shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Landowner determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Landowner shall promptly (i) file a notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Landowner's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) at any time that the Landowner and its Affiliates own Property in Improvement Area No. 5 that is responsible for less than 20% of the special tax levy in Improvement Area No. 5. If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Landowner, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. G-2-5 329 Attachment 4 In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Landowner shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Landowner chooses to include any information in any Semiannual Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Landowner shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report, or notice of occurrence of a Listed Event. The Landowner acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Landowner, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Landowner under such laws. SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Landowner or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Landowner to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Landowner or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Landowner as constituting the Semiannual Report required of the Landowner in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Landowner in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. G-2-6 330 Attachment 4 SECTION 12. Landowner as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Landowner is an independent contractor and not an agent of the City. SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. The following information may be conclusively relied upon until changed in writing. Landowner: Underwriter: City: Brookfield Bay Area Holdings LLC 500 La Gonda Way, Suite 100 Danville, CA 94526 gregory.glenn@brookfieldrp.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Email: Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. G-2-7 331 Attachment 4 SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. BROOKFIELD BAY AREA HOLDINGS LLC, A Delaware limited liability company By: Name: Title: G-2-8 332 Attachment 4 APPENDIX G-3 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Lennar Homes of California, LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Lennar Homes of California, LLC, a California limited liability company (the "Landowner"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Landowner covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Landowner to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Landowner, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person that controls, is controlled by or is under common control with the Landowner; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC; and (iii) Brookfield Bay Area Holdings LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Landowner and which has filed with the Landowner and the City a written acceptance of such designation. Initially, the Landowner is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. G-3-1 333 Attachment 4 "Official Statement" shall mean the final Official Statement, dated , relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, any property owned by the Landowner or its Affiliates within Improvement Area No. 5 of the District. Property in Improvement Area No. 5 acquired by the Landowner or an Affiliate (specifically including Lennar Homes of California, LLC) subsequent to the date of this Disclosure Agreement shall automatically be covered by this Disclosure Agreement without the need for execution of any assumption agreement. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Landowner on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2024, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Landowner is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Landowner of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Landowner by the applicable June 15th or December 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. G-3-2 334 Attachment 4 (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Landowner and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Report. (a) The Landowner's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Landowner and its Affiliates under the captions in the Official Statement entitled "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership," "— The Merchant Builders," "—The Development Plan — Venice Neighborhood," "— The Development Plan — Lombard Neighborhood," and "— Financing Plan — Merchant Builders — Lennar Homes Financing Plan". 2. A description of the number of building permits issued during the reporting period with respect to the Property in Improvement Area No. 5 owned by the Landowner and any Affiliate. 3. Any significant amendments to land use entitlements that are known to the Landowner with respect to parcels owned by the Landowner or its Affiliates within Improvement Area No. 5. 4. Any significant changes in the ownership structure of the Landowner described in the Official Statement under the caption "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes - Lennar Homes" and "— Lennar Corporation." 5. Any sale of Property within Improvement Area No. 5 by the Landowner or an Affiliate to an unrelated merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Landowner shall clearly identify each such other document so included by reference. G-3-3 335 Attachment 4 SECTION 5. Reporting of Significant Events. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Landowner obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property owned by the Landowner or any Affiliate that was not promptly cured upon discovery; 2. Material default by the Landowner or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Landowner or any Affiliate has been provided a notice of default; 3. Material default by the Landowner or any Affiliate on any loan secured by Property within Improvement Area No. 5 owned by the Landowner or any Affiliate to which the Landowner or any Affiliate has been provided a notice of default; 4. Payment default by the Landowner or any Affiliate on any loan of the Landowner or any Affiliate (whether or not such loan is secured by Property within Improvement Area No. 5) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Landowner, such payment default will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 5; 5. The filing of any proceedings with respect to the Landowner or any Affiliate that owns Property within Improvement Area No. 5 in which the Landowner may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in Improvement Area No. 5 in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates that own Property within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates that own Property within Improvement Area No. 5 and their respective ability to pay special taxes levied within Improvement Area No. 5; and 7. The filing of any lawsuit against the Landowner or any of its Affiliates (for which Landowner or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Landowner, will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or litigation which if decided against the Landowner, or any such Affiliates, in the reasonable judgment of the Landowner, would materially adversely affect the financial condition of the G-3-4 336 Attachment 4 Landowner or its Affiliates and their respective ability to pay special taxes levied within Improvement Area No. 5. (b) Whenever the Landowner obtains knowledge of the occurrence of a Listed Event, the Landowner shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Landowner determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Landowner shall promptly (i) file a notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Landowner's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) at any time that the Landowner and its Affiliates own Property in Improvement Area No. 5 that is responsible for less than 20% of the special tax levy in Improvement Area No. 5. If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Landowner, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. G-3-5 337 Attachment 4 In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Landowner shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Landowner chooses to include any information in any Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Landowner shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report or notice of occurrence of a Listed Event. The Landowner acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Landowner, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Landowner under such laws. SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Landowner or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Landowner to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Landowner or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Landowner as constituting the Semiannual Report required of the Landowner in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Landowner in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. G-3-6 338 Attachment 4 SECTION 12. Landowner as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Landowner is an independent contractor and not an agent of the City. SECTION 13. Notices. As of the date hereof, notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. Landowner: Underwriter: City: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Bridgit Koller, Vice President Forward Planning, Bay Area Division Phone: (925) 847-8700 Email: bridgit.koller@lennar.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833-6654 Email: Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company By: Vice President G-3-7 339 Attachment 4 APPENDIX G-4 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Developer — Dublin Crossing, LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Dublin Crossing, LLC, a Delaware limited liability company (the "Developer"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Developer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Developer to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Developer, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Developer, or (b) each Person that controls, is controlled by or is under common control with the Developer; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Developer for purposes of this Disclosure Agreement: (i) the City; (ii) Brookfield Bay Area Holdings LLC.; or (iii) Lennar Homes of California, LLC, or any entity directly or indirectly, owned or controlled by Lennar Homes of California, LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer and the City a written acceptance of such designation. Initially, the Developer is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. G-4-1 340 Attachment 4 "Official Statement" shall mean the final Official Statement relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, (i) any property owned by the Developer or its Affiliates within Improvement Area No. 5 of the District and (ii) any property within Improvement Area No. 5 of the District that is conveyed to a builder that was required to enter into an assumption agreement pursuant to Section 6 but did not. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Developer on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Developer's reporting requirements terminate pursuant to Section 6 below, the Developer shall, or upon receipt of the Semiannual Report from the Developer the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2023, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Developer (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Developer is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Developer of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Developer by the applicable June 15th or December 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. G-4-2 341 Attachment 4 (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Developer and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Reports. (a) The Developer's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Developer and its Affiliates under the captions in the Official Statement entitled "THE BOULEVARD PROJECT" (other than under the caption "— Market Pricing and Absorption Analysis" for which no update will be provided), "IMPROVEMENT AREA NO. 5" (other than under the captions "— The Merchant Builders," "— The Development Plan," and "— Financing Plan — Merchant Builders" for which no update will be provided), and "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield, and Lennar Homes — Developer" and "— BrookCar. 2. A description of the number of building permits issued during the reporting period with respect to the Property. 3. Any significant amendments to land use entitlements that are known to the Developer with respect to the Property. 4. Any significant changes in the ownership structure of the Developer or its Affiliates. 5. Any sale of Property by the Developer or an Affiliate to a merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Until such time as the Developer's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Developer shall give, or cause G-4-3 342 Attachment 4 to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Developer obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property that was not promptly cured upon discovery; 2. Material default by the Developer or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Developer or any Affiliate has been provided a notice of default; 3. Material default by the Developer or any Affiliate on any loan secured by Property to which the Developer or any Affiliate has been provided a notice of default; 4. Payment default by the Developer or any Affiliate on any loan of the Developer or any Affiliate (whether or not such loan is secured by Property) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Developer, such payment default will adversely affect the completion of the development of the Property, or would materially adversely affect the financial condition of the Developer or its Affiliates or their respective ability to pay special taxes levied on the Property prior to delinquency; 5. The filing of any proceedings with respect to the Developer or any Affiliate that owns Property in which the Developer may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels of Property, or would materially adversely affect the financial condition of the Developer or its Affiliates that own Property and their respective ability to pay special taxes levied on Property prior to delinquency; and 7. The filing of any lawsuit against the Developer or any of its Affiliates (for which Developer or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Developer, will adversely affect the completion of the development of parcels of Property, or litigation which if decided against the Developer, or any such Affiliates, in the reasonable judgment of the Developer, would materially adversely affect the financial condition of the Developer or its Affiliates and their respective ability to pay special taxes levied on Property prior to delinquency. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Developer shall promptly (i) file a G-4-4 343 Attachment 4 notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Developer's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) with respect to Neighborhood 19 (Venice), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20% or more of the special tax levy in Improvement Area No. 5, then termination may occur only upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or (c) with respect to Neighborhood 20 (Melrose), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20% or more of the special tax levy in Improvement Area No. 5, then termination may occur only upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or d) with respect to Neighborhood 24 (Lombard), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20% or more of the special tax levy in Improvement Area No. 5, then termination may occur only G-4-5 344 Attachment 4 upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or (e) subject to (b), (c), and (d) above, at such time as the Developer no longer owns any taxable property in Improvement Area No. 5 of the District. For each termination that occurs prior to the final maturity of the Bonds, the Developer shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Developer may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Developer, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Developer pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Developer and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Developer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Developer, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Developer shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Developer chooses to include any information in any Semiannual Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Developer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report, or notice of occurrence of a Listed Event. The Developer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities G-4-6 345 Attachment 4 Exchange Act of 1934, may apply to the Developer, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such laws. SECTION 10. Default. In the event of a failure of the Developer or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Developer to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Developer nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Developer, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Developer or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Developer as constituting the Semiannual Report required of the Developer in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Developer in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. SECTION 12. Developer as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Developer is an independent contractor and not an agent of the City. SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. The following information may be conclusively relied upon until changed in writing. Developer: Underwriter: Dublin Crossing, LLC 12657 Alcosta Blvd., Suite 250 San Ramon, CA 94583 gregory.glenn@brookfieldrp.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 G-4-7 346 Attachment 4 City: Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Developer, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. G-4-8 347 Attachment 4 SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: Name: Title: By: Name: Title: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment, LLC, a Delaware limited liability company Its: Member By: Name: Title: G-4-9 348 Attachment 4 APPENDIX H BOOK ENTRY SYSTEM The following description of the Depository Trust Company ("DTC'), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds (herein, the "Securities) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Securities (the "Issuer') nor the trustee, fiscal agent or paying agent appointed with respect to the Securities (the "Agent) takes any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company ("DTC") will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding H-1 349 Attachment 4 company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting H-2 350 Attachment 4 rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. H-3 351 November 7, 2023 SB 343 Senate Bill 343 mandates supplemental materials that have been received by the City Clerk's office that relate to an agenda item after the agenda packets have been distributed to the City Council be available to the public. The attached documents were received in the City Clerk's office after distribution of the November 7, 2023, Regular City Council meeting agenda packet. Item 7.1 352 IP DUBLIN CALIFORNIA THE NEW AMERICAN BACKYARD CITY MANAGER'S OFFICE MEMORANDUM DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Item 7.1: Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 and Approving Form of and Execution of Related Documents The November 7, 2023 City Council Meeting includes an item authorizing the issuance of special tax bonds for and on behalf of the Dublin Crossing Community Facilities District, Improvement Area 5. After the agenda was posted, Staff identified an error in the Preliminary Official Statement (POS) (Attachment 4), page 64. It was erroneously stated that the City had not complied with its continuing disclosure obligation for two previous bond issuances. The City is in compliance with such obligations and the language has been updated to reflect this. The City's consultant will also address this error during the presentation of this item. In addition, other non -substantive updates were made to the POS, which included adding all Appendices to the document. 353 Jones Hall Draft 11.7.23 PRELIMINARY OFFICIAL STATEMENT DATED . 2023 NEW ISSUE -FULL BOOK ENTRY NOT RATED In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. See "TAX MATTERS." CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the "Bonds"), are being issued by the City of Dublin (the "City") by and through its Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 (the "District" and "Improvement Area No. 5", respectively). The Bonds are special tax obligations of the City, authorized pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the "Act"), and are issued pursuant to a Fiscal Agent Agreement dated as of December 1, 2023 (the "Fiscal Agent Agreement") by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). The Bonds are issued to (i) construct and acquire certain public facilities and/or finance the payment of fees for capital improvements, (ii) provide for the establishment of a reserve fund, (iii) provide capitalized interest on a portion of the Bonds through and including September 1, 2024, and (iv) pay the costs of issuance of the Bonds. Interest on the Bonds is payable on March 1 and September 1 of each year, commencing March 1, 2024. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book -entry system maintained by DTC. See "APPENDIX H — BOOK -ENTRY SYSTEM." The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) consisting primarily of special taxes to be levied by the City on real property within the boundaries of Improvement Area No. 5, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within Improvement Area No. 5. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a Reserve Fund from proceeds of the Bonds, as described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The City previously issued bonds for Improvement Areas 1 through 4 of the District, which bonds are not secured by Special Tax Revenues of Improvement Area No. 5. Taxable property in Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) under development, or expected to be under development, by Lennar Homes and Brookfield BAH as further described herein, and which represents the final phase of development of a residential project in the City marketed as "Boulevard." Boulevard is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. See "IMPROVEMENT AREA NO. 5." The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See "THE BONDS — Redemption." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ALAMEDA, THE STATE OF CALIFORNIA NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS," SHOULD BE READ IN ITS ENTIRETY. This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See "SPECIAL RISK FACTORS" herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the Bonds. The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed on by Jones Hall, a Professional Law Corporation, San Francisco, California, as Disclosure Counsel. Certain legal matters will be passed upon for the City by Meyers Nave Riback Silver & Wilson, PLC, as the City Attorney. , California is serving as Underwriter's counsel, and Holland & Knight LLP, San Francisco, California, is serving as counsel to Dublin Crossing, LLC. It is anticipated that the Bonds, in book -entry form, will be available for delivery through the facilities of DTC on or about , 2023. The date of this Official Statement is * Preliminary; subject to change. [Piper Sandler logo] , 2023. 354 MATURITY SCHEDULE $ CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 Maturity Date Principal Interest Price or CUSIPt (September 1) Amount Rate Yield �) $ % Term Bond Due September 1, 20 Price: % CUSIP: $ % Term Bond Due September 1, 20 Price: % CUSIP: t CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2023 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers. 355 CITY OF DUBLIN, CALIFORNIA City Council Melissa Hernandez, Mayor Michael McCorriston, Vice Mayor Dr. Sherry Hu, Councilmember Jean Josey, Councilmember Kashef Qaadri, Councilmember City Staff Linda Smith, City Manager Colleen Tribby, Assistant City Manager Jay Baksa, Finance Director Marsha Moore, MMC, City Clerk SPECIAL SERVICES Bond Counsel and Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California Municipal Advisor Fieldman, Rolapp & Associates, Inc. San Francisco, California Special Tax Consultant Goodwin Consulting Group, Inc. Sacramento, California Appraiser Integra Realty Resources San Francisco, California Pricing and Absorption Consultant RCLCO Real Estate Consulting Los Angeles, California Fiscal Agent U.S. Bank Trust Company, National Association San Francisco, California 356 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the District or the City, in any press release and in any oral statement made with the approval of an authorized officer of the District or the City, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions may identify "forward looking statements." Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward -looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the District or the City since the date hereof. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. All summaries of the Fiscal Agent Agreement or other documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. The City maintains an Internet website, but the information on that website is not incorporated in this Official Statement. 357 TABLE OF CONTENTS INTRODUCTION 1 THE BONDS 7 Authority for Issuance 7 Description of the Bonds 7 Redemption* 9 Transfer or Exchange of Bonds 11 SOURCES AND USES OF FUNDS 12 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS 13 Pledge of Special Tax Revenues and Other Amounts 13 Special Taxes 14 Special Tax Methodology 15 Levy of Annual Special Tax; Annual Maximum Special Tax 15 Special Tax Fund 16 Administrative Expense Fund 18 Reserve Fund 18 Improvement Fund 19 Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure 19 Additional Bonds 21 DEBT SERVICE SCHEDULE 22 THE BOULEVARD PROJECT 23 Dublin Crossing Specific Plan 23 Acquisition Agreement 28 Groundwater Testing Required by SFRWQCB 28 Market Pricing and Absorption Analysis 29 IMPROVEMENT AREA NO. 5 30 Formation of the District 30 Location and Description of Improvement Area No. 5 and the Immediate Area 31 Improvement Area No. 5 Ownership 34 Tract Map Status 34 Dublin Crossing, LLC 35 The Merchant Builders 35 The Development Plan 35 Financing Plan — Developer 38 Financing Plan — Merchant Builders 39 OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 41 The Developer, Brookfield, and Lennar Homes 41 APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 43 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G APPENDIX H The Appraisal 43 Value by Ownership and Neighborhood 45 Value to Special Tax Burden Ratios 46 Overlapping Liens and Priority of Lien 47 Estimated Tax Burden 49 SPECIAL RISK FACTORS 50 Limited Obligation of the City to Pay Debt Service 50 Special Tax Not a Personal Obligation 50 Concentration of Ownership 50 Levy and Collection of the Special Tax 51 Insufficiency of Special Taxes 52 Appraised Values 52 Value -to -Lien Ratios 53 Exempt Properties 54 Property Values and Property Development 54 Other Possible Claims Upon the Value of Taxable Property 57 Bankruptcy and Foreclosure Delays 58 No Acceleration Provisions 59 Loss of Tax Exemption 59 Enforceability of Remedies 59 No Secondary Market 60 Disclosure to Future Purchasers 60 IRS Audit of Tax -Exempt Bond Issues 60 Voter Initiatives 61 Case Law Related to the Mello -Roos Act 62 Natural Disasters 62 Pandemic Diseases 63 Cyber Security 63 Potential Early Redemption of Bonds from Prepayments 64 CONTINUING DISCLOSURE 64 The City 64 Dublin Crossing 64 Brookfield BAH 65 Lennar Homes 65 UNDERWRITING 66 MUNICIPAL ADVISOR 67 LEGAL OPINION 67 TAX MATTERS 67 NO RATINGS 69 NO LITIGATION 69 PROFESSIONAL FEES 69 EXECUTION 69 - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX - THE APPRAISAL - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT - THE CITY OF DUBLIN AND ALAMEDA COUNTY - PRICING REPORT - FORM OF OPINION OF BOND COUNSEL - FORM OF CONTINUING DISCLOSURE UNDERTAKINGS - BOOK ENTRY SYSTEM 358 OFFICIAL STATEMENT CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 This Official Statement, including the cover page and all appendices hereto, is provided to furnish certain information in connection with the issuance of the bonds captioned above (the "Bonds") by the City of Dublin (the "City"), by and through Improvement Area No. 5 ("Improvement Area No. 5") of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District"). Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT." INTRODUCTION This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Authority for Issuance. The Bonds are issued pursuant to the provisions of the Mello - Roos Community Facilities Act of 1982, as amended (Section 53311, et seq., of the Government Code of the State of California) (the "Act") and pursuant to a Fiscal Agent Agreement dated as of December 1, 2023 (the "Fiscal Agent Agreement") between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"), and a resolution adopted on November , 2023 by the City Council of the City (the "City Council"), as legislative body of the District (the "Resolution"). Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the Bonds is payable on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing March 1, 2024. The Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof. Preliminary, subject to change. 359 Registration of Ownership of Bonds. The Bonds will be issued only as fully registered bonds in book -entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. Payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK -ENTRY SYSTEM." Use of Proceeds. Proceeds of the Bonds will primarily be used to finance the cost of acquiring and constructing certain public infrastructure improvements and/or financing fees paid for capital improvements (collectively, the "Authorized Improvements," as described herein), generally including roadways and roadway related improvements, water, wastewater and other miscellaneous infrastructure improvements in connection with the development of the Boulevard Project (as defined herein). Construction of Authorized Improvements by the Developer (described herein) sufficient to finish home building in the Boulevard Project is complete and homebuilding in the final phase is underway. The cost of a portion of the Authorized Improvements will be reimbursed by the proceeds of the Bonds, and the Developer and/or the Merchant Builders (described herein) are required to fund any remaining shortfall. See "THE BOULEVARD PROJECT — Public Improvements Required for the Boulevard Project." Proceeds of the Bonds will also be used to establish a reserve fund (described below) available for payment on the Bonds, to provide capitalized interest on a portion of the Bonds through and including September 1, 2024, and to pay cost of issuance of the Bonds. Source of Payment of the Bonds. The Bonds are secured by and payable from "Special Tax Revenues," which are generally defined to mean the proceeds of the special tax (the "Special Tax") which will be levied by the City on taxable real property within the boundaries of Improvement Area No. 5 and received by the City, including with respect to prepayments, redemptions and foreclosures and delinquencies. The Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Pledge of Special Taxes" for additional details. The Special Tax applicable to each taxable parcel in Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City Council through the application of a rate and method of apportionment of Special Tax for Improvement Area No. 5 (the "Rate and Method"), which is set forth as APPENDIX A hereto. The Special Taxes represent liens on the parcels of land subject to a Special Tax and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." Reserve Fund. In the Fiscal Agent Agreement, the City directs the Fiscal Agent to establish a Reserve Fund (the "Reserve Fund") from Bond proceeds in the amount of the Reserve Requirement (described herein), which amount is available to be transferred to the Bond Fund in the event of delinquencies in the payment of the Special Taxes, to the extent of such delinquencies. The Reserve Fund is required to be maintained at the Reserve Requirement from -2- 360 moneys available under the Fiscal Agent Agreement. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Reserve Fund." If there are additional delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the Bonds or supplement the Reserve Fund except from Special Tax Revenues as described in the Fiscal Agent Agreement. Additional Parity Bonds for Refunding Purposes Only. Additional bonds secured by Special Tax Revenues on parity with the Bonds are permitted to be issued only for refunding purposes. The District and the Improvement Areas. The District was initially formed in 2015 as a single improvement area (i.e., Improvement Area No. 1 over Phase 1A), with the anticipated future phases of the Boulevard Project designated as part of a future annexation area to the District. In 2017, land being developed as Phase 1 B was annexed into Improvement Area No. 1; in 2018, land being for developed as Phase 2 was annexed into Improvement Area No. 2; in 2019, land being developed as Phase 3 was annexed into Improvement Area No. 3; in 2022 land being developed as Phase 4 was annexed into Improvement Area No. 4; and in late 2022 land being developed as Phase 5 was annexed into Improvement Area No. 5, which completed annexations into the District. See "THE BOULEVARD PROJECT." The Bonds are only secured by parcels within Improvement Area No. 5. The land in Improvement Area No. 5 (like the land in the rest of the District) was formerly a portion of the U.S. Army Reserve's "Camp Parks" base, which is adjacent to and borders the Boulevard Project to the north and which will continue in existence as to the portion outside of the Boulevard Project. Dublin Crossing, LLC, a Delaware limited liability company ("Dublin Crossing" or the "Developer"), as the master developer of land in the District, acquired the land from the Army Reserve in phases, whereupon the Army Reserve facilities were demolished and the land was converted to uses approved by the City for the Boulevard Project. Subsequently the Developer installed backbone infrastructure to ready the land for development and sale to merchant builders for homebuilding. The residential development project (herein, the "Boulevard Project") was originally referred to as "Dublin Crossing," but is now marketed as "Boulevard." Development of the Boulevard Project is comprised of 5 development phases covering approximately 190 acres, with phases 1 through 4 mostly completed and phase 5 representing the final development phase and comprising the land within Improvement Area No. 5. Housing construction by Lennar Homes and Brookfield BAH (both described herein), as the sole home builders within the Boulevard Project, commenced in 2017 and as of October 2023 1,260 of the 1,758 planned homes in the Boulevard Project have closed escrow to individual homeowners. See "IMPROVEMENT AREA NO. 5" for development information on Improvement Area No. 5. Ownership of Property in Improvement Area No. 5. The land in Improvement Area No. 5 (like the land in the rest of the District) was formerly a portion of the U.S. Army Reserve's "Camp Parks" base, which is adjacent to and borders the Boulevard Project to the north and which will continue in existence as to the portion outside of the Boulevard Project. Dublin Crossing, LLC, a Delaware limited liability company ("Dublin Crossing" or the "Developer"), as the master developer of the Boulevard Project, acquired the land from the Army Reserve in phases, whereupon the Army Reserve facilities were demolished and the land was converted to uses approved by the City for the Boulevard Project residential development by merchant builders. -3- 361 Land in Improvement Area No. 5 is currently owned by the Developer, merchant homebuilders and homeowners. The Developer is a joint venture between BrookCal Dublin LLC, a Delaware limited liability company ("BrookCal"), and SPIC Dublin LLC, a Delaware limited liability company ("SPIC"). BrookCal is owned 100% by BrookCal Bay Area Holdings LLC, a Delaware limited liability company ("BrookCal Bay Area"). BrookCal Bay Area is owned 100% by BrookCal, LLC, a Delaware limited liability company ("BrookCal, LLC"). BrookCal, LLC is a joint venture between BHC BrookCal, LLC, a Delaware limited liability company ("BHC BrookCal"), and the California State Teachers Retirement System ("Cal STRS"). BHC BrookCal is an indirect wholly -owned subsidiary of Brookfield Residential Properties Inc. ("Brookfield Residential"), a wholly -owned subsidiary of Brookfield Asset Management Inc., which has been developing land and building homes for over 50 years. SPIC is a direct wholly -owned subsidiary of CalAtlantic Group, LLC, a Delaware limited liability company ("CalAtlantic"), which is a direct wholly -owned subsidiary of Lennar Corporation ("Lennar Corporation"), a national homebuilder. The Developer has entered into, or anticipates entering into, agreements with builders that are affiliated with Lennar Corporation and Brookfield Residential. In particular, the Developer has sold property in two of the three planned neighborhoods in Improvement Area No. 5, and anticipates entering into a purchase and sale agreement for the third planned neighborhood in Improvement Area No. 5 to (i) Brookfield Bay Area Holdings LLC ("Brookfield BAH" or the "Brookfield Merchant Builder"), which is an indirect subsidiary of Brookfield Residential, and (ii) Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"), which is an indirect wholly -owned subsidiary of Lennar Corporation, as described herein. Lennar Homes together with the Brookfield Merchant Builder are sometimes referred to herein as the "Merchant Builders." Infrastructure development of Improvement Area No. 5 is carried out by the Developer, who in turn sells what it refers to as "neighborhoods" to the Merchant Builders. The Merchant Builders are independent entities from each other but are closely collaborating on the development, marketing and selling of homes. See "IMPROVEMENT AREA NO. 5 — The Merchant Builders." Property Subject to the Special Tax of Improvement Area No. 5. Improvement Area No. 5 consists of approximately 16.1 gross acres entitled for 244 residential units (62 detached and 182 attached). Land in Improvement Area No. 5 comprises 3 neighborhoods (Ivy, Vine and Avalon, as described herein) and is referred to by the Merchant Builders as Phase 5 of the development of the Boulevard Project. As noted above, Phase 5 is a continuation of development in the larger Boulevard Project. Construction of homes by Brookfield BAH (in Ivy) and Lennar Homes (in Avalon) has commenced and is ongoing, summarized as of early October 2023 as follows: Total Number of Building Planned Permits Units CO Issued (2) 244 104 Closed Sales to Homeowners 3 Units Under Contract to Homeowners 27 Units Under Construction 66 (1) Includes 5 model homes in Ivy and Avalon completed and open. All lots are finished lots. Source: Merchant Builders. Construction of the 92 homes planned for Vine has not yet commenced. The 92 lots are anticipated to be sold by the Developer to Brookfield BAH. The Developer anticipates that a purchase contract will be entered into in the next 45 days, prior to the anticipated first take down of lots in Vine in December 2023. -4- 362 See "IMPROVEMENT AREA NO. 5" for additional details on the status of development in Improvement Area No. 5. Appraised Value of Property. Property in Improvement Area No. 5 is security for the Special Tax. The City authorized the preparation of an appraisal report by Integra Realty Resources (the "Appraiser") for the real property within Improvement Area No. 5, which sets forth an estimated market value of $111,070,000, as of the October 4, 2023 date of value. The appraisal report is referred to herein as the "Appraisal" and is set forth in its entirety as APPENDIX B. The valuation assumes matters stated in the Appraisal, including completion of the Authorized Improvements funded by the Bonds, and accounts for the impact of the lien of the Special Tax securing the Bonds. In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions which affected the estimates as to value, in addition to the assumption of completion of the Authorized Improvements funded with proceeds of the Bonds (but not any future bonds). The Authorized Improvements to be paid for with proceeds of the Bonds are underway but not complete. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" and APPENDIX B. The appraised valuation estimate of property in Improvement Area No. 5 is approximately * times the $ * aggregate principal amount of the Bonds. This value - to -lien ratio does not take into account any overlapping liens on land in Improvement Area No. 5. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — Overlapping Liens and Priority of Liens." The City and the County. The City is located in southern Alameda County (the "County"), which is located in the "Tri Valley" area encompassing the cities of Pleasanton, Livermore, Dublin, San Ramon, and Danville, as well as unincorporated Alamo, Blackhawk, Camino Tassajara, Diablo, Norris Canyon, and Sunol. The three valleys from which it takes its name are Amador Valley, Livermore Valley and San Ramon Valley. The City is located along the north side of Interstate 580 at the intersection with Interstate 680 and between the cities of Livermore and Pleasanton, roughly 35 miles east of San Francisco, 23 miles east of Oakland, and 31 miles north of San Jose. For certain economic and demographic information regarding the area in and around the City, see "APPENDIX D — THE CITY OF DUBLIN AND ALAMEDA COUNTY." Risks of Investment. See the section of this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the Bonds, including the issues set forth in the letter from the SFRWQCB discussed elsewhere in this Official Statement. Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in certain funds established under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the City. The Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds other than from the Preliminary; subject to change. -5- 363 proceeds of the Special Taxes and the money in certain funds, as provided in the Fiscal Agent Agreement. Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the finance official of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors' rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. For definitions of certain terms used herein and not defined herein, see "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT." -6- 364 THE BONDS Authority for Issuance The Bonds are issued pursuant to the Fiscal Agent Agreement, approved by a resolution adopted by the City Council on November 7, 2023, and the Act. On April 21, 2015, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Authorized Improvements. After conducting a noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation (the "Resolution of Formation"), which established Community Facilities District No. 2015-1 and Improvement Area No. 1 thereof, and designated a future annexation area (the "Future Annexation Area"), which included the remaining phases of the Boulevard Project. On the same day, an election was held within the District in which the Dublin Crossing Venture, LLC, the predecessor owner of the land in Improvement Area No. 1 (who was then the only eligible landowner voter in the District and is referred to herein as the "Prior Owner") unanimously approved the proposed bonded indebtedness and the levy of the Special Tax. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District at a point during the 90-day period preceding the adoption of the Resolution of Formation, the qualified electors entitled to vote in the special election consisted of the Prior Owner, as sole landowner. In November 2022, each of the owners of the property in Improvement Area No. 5 as of that date executed and delivered to the City a "unanimous approval," wherein the owners requested the annexation of their property into Improvement Area No. 5. All of the property that was the subject of the unanimous approvals were part of the Future Annexation Area. Pursuant to the Mello -Roos Act, the execution of a unanimous approval is all that is required to annex property that is identified as part of the Future Annexation Area into a new or existing or new improvement area within the District. The unanimous approvals established an indebtedness limitation for Improvement Area No. 5 at $25.515 million. Only the land in Improvement Area No. 5 constitutes security for the Bonds, and no additional property is anticipated to be annexed into Improvement Area No. 5. Description of the Bonds Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the inside cover page hereof. The Bonds are being issued in the denomination of $5,000 or any integral multiple thereof. Interest on the Bonds will be payable semiannually on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing March 1, 2024. The principal of the Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in San Francisco, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the Bonds; provided that so long as any Bonds are in book -entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. -7- 365 Book -Entry Only System. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and will be available to ultimate purchasers under the book -entry system maintained by DTC. Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK ENTRY SYSTEM" below. Calculation and Payment of Interest. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in book -entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See "APPENDIX H — BOOK ENTRY SYSTEM" below. Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC's Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See "APPENDIX H — BOOK ENTRY SYSTEM" below. -8- 366 Redemption* Optional Redemption. The Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments), on any date on and after September 1, 20 , in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date September 1, 20_ through August 31, 20_ September 1, 20_ through August 31, 20_ September 1, 20_ through August 31, 20_ September 1, 20_ and any date thereafter Redemption Price % Mandatory Redemption From Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Fiscal Agent Agreement shall be used to redeem Bonds on the next Interest Payment Date for which notice of redemption can timely be given under the Fiscal Agent Agreement, in whole or in part among maturities as specified by the City and by lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption: Redemption Date Redemption Price Any Interest Payment Date on or before March 1, 20_ 1 03% On September 1, 20_ and March 1, 20_ 102 On September 1, 20_ and March 1, 20_ 101 On September 1, 20_ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term Bonds maturing on September 1, 20 are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: Mandatory Partial Redemption Date (September 1) Principal Amount Subiect to Redemption The Term Bonds maturing on September 1, 20_ are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following table: * Preliminary; subject to change. -9- 367 Mandatory Partial Redemption Date (September 1) Principal Amount Subject to Redemption Provided, however, if some but not all of the Term Bonds have been redeemed under subsections "— Optional Redemption" or "— Mandatory Redemption From Prepayments" above, the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate principal amount of Term Bonds so redeemed, to be allocated among such Mandatory Partial Redemption Dates on a pro rata basis in integral multiples of $5,000 as determined by the Fiscal Agent, notice of which determination (which shall consist of a revised mandatory partial redemption schedule) shall be given by the City to the Fiscal Agent. Purchase In Lieu of Redemption. In lieu of optional redemption, moneys in the Bond Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such Bonds were to be redeemed in accordance with the Fiscal Agent Agreement. Any Bonds purchased pursuant to these provisions shall be treated as outstanding Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director. Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The City has the right to rescind any notice of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute a default under the Fiscal Agent Agreement. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such -10- 368 rescission of redemption. The Fiscal Agent shall give notice of such rescission of redemption in the same manner as the original notice of redemption was sent. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities so as to maintain substantially the same debt service profile for the Bonds as in effect prior to such redemption, and by lot within a maturity. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. Transfer or Exchange of Bonds So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds will be made in accordance with DTC procedures. See "APPENDIX H" below. Any Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of Bonds shall be required to be made (i) 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date. -11- 369 SOURCES AND USES OF FUNDS A summary of the estimated sources and uses of funds associated with the sale of the Bonds follows: Sources of Funds: Principal Amount of Bonds [Plus/Less] [Net] Original Issue Premium/Discount Total Uses of Funds: Deposit to Improvement Fund Deposit to Reserve Fund Deposit to Bond Fund(1) Costs of Issuance(2) Total (1) Represents an amount, when combined with Special Taxes expected to be levied in Fiscal Year 2023-24, is scheduled to provide for the payment of interest on a portion of the Bonds through and including September 1, 2024. (2) Includes Underwriter's discount, initial fees, expenses and charges of the Fiscal Agent, legal fees, costs of printing the Official Statement, fees of the special tax consultant, Appraiser and Municipal Advisor, and other costs of issuance. -12- 370 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Pledge of Special Tax Revenues and Other Amounts General. The Bonds are secured by a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account), and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. See "— Special Tax Fund" and "— Improvement Fund," below. The Bonds are also secured by a first pledge (which pledge shall be effected in the manner and to the extent provided in the Fiscal Agent Agreement) of all moneys deposited in the Reserve Fund. The moneys in the Reserve Fund (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose. See "—Reserve Fund" below. Amounts in the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Authorized Improvements financed by the Bonds are not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or insurance award received by the City with respect to the facilities authorized to be financed by the District. Definitions. "Special Tax Revenues" is defined in the Fiscal Agent Agreement to mean the proceeds of the Special Tax received by the City, less the Priority Administrative Expenses Amount (described below), including (a) any scheduled payments thereof, (b) any Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of the Special Tax and (d) the proceeds of redemption or sale of property sold as a result of foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any interest and penalties collected in connection with any such foreclosure and excluding any Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund. "Special Tax" or "Special Taxes" means the Special Tax (as defined in the Rate and Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 5 under the Act, the Ordinance and the Fiscal Agent Agreement. See "—Special Tax Methodology" below and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." "Priority Administrative Expenses Amount" means (i) for Fiscal Year 2023-24, the amount of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority Administrative Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority Administrative Expenses Amount for the preceding Fiscal Year. -13- 371 Special Taxes A Special Tax applicable to each taxable parcel in Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City Council through the application of the Rate and Method prepared by Goodwin Consulting Group, Inc., Sacramento, California (the "Special Tax Consultant"), which is set forth in APPENDIX A hereto, for all taxable properties in Improvement Area No. 5. Interest and principal on the Bonds is payable from the annual Special Taxes to be levied and collected on taxable property within Improvement Area No. 5, from amounts held in the funds and accounts established under the Fiscal Agent Agreement (other than the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund) and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes. The Special Taxes are collected for the City by the County of Alameda in the same manner and at the same time as ad valorem property taxes. The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a "special tax" authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Rate and Method approved by the City. See "Special Tax Methodology" below and "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The Rate and Method apportions the Special Tax Requirement (as defined in the Rate and Method and described below) among the taxable parcels of real property within Improvement Area No. 5 according to the rate and methodology set forth in the Rate and Method. See "— Special Tax Methodology" below. See also "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The amount of Special Taxes that Improvement Area No. 5 may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within Improvement Area No. 5 which are set forth as the annual "Maximum Special Tax" in the Rate and Method. Under the Rate and Method, Special Taxes will be levied annually in an amount not in excess of the annual Maximum Special Tax. The Special Taxes and any interest earned on the Special Taxes once deposited in the Special Tax Fund constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on the Bonds remains unpaid, the Special Taxes and investment earnings thereon (other than amounts remaining after paying annual debt service, as described herein) will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The City may annually levy the Special Tax at up to the Maximum Special Tax rate, which has been authorized by the qualified electors within Improvement Area No. 5, as set forth in the Rate and Method, if conditions so require, however regularly scheduled debt service on the Bonds is payable from an amount less than that which could be generated by levy of the Maximum Special Tax. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Special Tax Requirement (as defined below). Because each annual Special Tax levy is limited to the Maximum Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Special Tax Requirement will in fact be collected in any given year. See "SPECIAL RISK FACTORS — Levy and Collection of the Special Tax" herein. -14- 372 Special Tax Methodology The Special Tax authorized under the Act applicable to land within Improvement Area No. 5 will be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate as described in the Rate and Method set forth in "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method. Parcels Subject to the Special Tax. For each Fiscal Year, the City 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 or apartment plan, site plan or other development plan. Annual Special Tax Levy. The Special Tax levy for each Parcel will be established annually based on the "Special Tax Requirement" which is defined as, for each Fiscal Year, 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. Termination of the Special Tax. The Special Tax will be levied and collected for as long as needed to pay the principal and interest on the Bonds and other costs incurred in order to construct the Authorized Facilities and all Administrative Expenses have been paid or reimbursed. The Rate and Method provides that the Special Tax may not be levied on any parcel in Improvement Area No. 5 after fiscal year 2050-51. Prepayment of the Special Tax. Landowners may permanently satisfy all or part of the Special Tax obligation by a cash settlement with the City as permitted under Government Code Section 53344 and in accordance with the methodology for calculation included in the Rate and Method. Under no circumstance shall a prepayment be allowed that would reduce debt service coverage below the Required Coverage (as defined in the Rate and Method). Levy of Annual Special Tax; Annual Maximum Special Tax The annual Special Tax levy amount will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, anticipated Special Tax delinquencies, administration of Improvement Area No. 5, and for payment of pay-as-you-go expenditures of the Authorized Facilities not funded from Bond proceeds. In no event may the -15- 373 City levy a Special Tax in any year above the annual Maximum Special Tax rate identified in the Rate and Method. See "APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX." The Special Tax will be levied in an amount at least equal to the Special Tax Requirement as described in the Rate and Method and, during the Remainder Taxes Period, shall be levied on Developed Property in an amount equal to the maximum rates, with any Special Taxes remaining after paying debt service on the Bonds (and after paying Administrative Expenses) being used to finance Authorized Facilities. The "Remainder Taxes Period" means the period through and including the date that is the earlier of (i) the end of the 15th Fiscal Year after which Special Taxes have been levied on property in Improvement Area No. 5 or (ii) the date that all Authorized Facilities have been fully funded. The annual Maximum Special Tax levy for Improvement Area No. 5 ranges (based on unit square footage) from $4,891 to $5,715 per detached single family residential unit and from $3,835 to $4,789 per multi -family residential unit for Fiscal Year 2023-24, and in each subsequent Fiscal Year shall be increased by an amount equal to 2% of the amount in effect for prior Fiscal Year. The property in Improvement Area No. 5 is also subject to an annual special tax of the City's Community Facilities District No. 2017-1 (Dublin Crossing — Public Services) (the "Services CFD") which includes all of the property in Improvement Area No. 5 of the District. For Fiscal Year 2023-24, the per -residential unit annual maximum special tax of the Services CFD ranges from $62 to $72 for single-family detached units and $48 to $60 for multifamily units. The maximum special tax in the Services CFD shall be increased on each July 1, by 4% of the immediately preceding maximum amount. See also "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" above. See "APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" for a copy of the Rate and Method. Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds. In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such fiscal year had there never been any such delinquencies or defaults. In cases of significant delinquency, this limitation may result in defaults in the payment of principal of and interest on the Bonds. Special Tax Fund The Special Tax Fund is established under the Fiscal Agent Agreement as a separate fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the City consisting of Special Tax Revenues and other amounts as required by the Fiscal Agent Agreement. -16- 374 Deposit of Special Tax Revenues. The City is obligated by the Fiscal Agent Agreement to promptly remit any Special Tax Revenues received by the City, less an amount not to exceed the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses in excess of the Priority Administrative Expenses Amount for such Fiscal Year (which shall be retained by the City free of the pledge for payment of the Bonds and used for Administrative Expenses) to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund established under the Fiscal Agent Agreement. Notwithstanding the foregoing: (i) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Finance Director and will be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past due debt service on the Bonds; second, for transfer to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; and third, to be held in the Special Tax Fund and used as described under "—Disbursements" below; and (ii) any proceeds of Special Tax Prepayments will be separately identified by the Finance Director and will be deposited by the Fiscal Agent as follows (as directed in writing by the Finance Director): (a) that portion of any Special Tax Prepayment constituting a prepayment of costs of the Authorized Improvements shall be deposited by the Fiscal Agent to the Special Tax Proceeds Subaccount of the Improvement Fund and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account. Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, will be disbursed as provided below and, pending disbursement, will be subject to a lien in favor of the Owners of the Bonds. Disbursements. On the third Business Day before each Interest Payment Date, the Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority: (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement from the Reserve Fund, the Capitalized Interest Account, and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any mandatory sinking payment), premium, if any, and interest due on the Bonds on the next Interest Payment Date and any past due principal or interest on the Bonds not theretofore paid from a transfer described in the Fiscal Agent Agreement, and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement, and (iii) on or after each September 10, if directed by an Authorized Officer to do so, transfer money to the City for deposit by the City into the Administrative Expense Fund, an amount requested by the City for Administrative Expenses incurred or foreseeable by the City to be incurred in the next Fiscal Year, and (iv) (A) on or after each September 10, and continuing through the Remainder Taxes Period, all of the moneys remaining in the Special Tax Fund (the "Remainder Taxes") shall be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund free of the pledge for payment for the Bonds and (B) on and after the September 10 following the end of the Remainder Taxes Period, all or a portion of the moneys remaining in the Special Tax Fund shall -17- 375 be transferred to the City as surplus moneys belonging to the Improvement Area No. 5, free of the pledge for payment of the Bonds, and used for any purpose authorized under the Act. Administrative Expense Fund Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed from time to time to pay for Administrative Expenses. Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw from the Administrative Expense Fund and transfer to the Fiscal Agent for deposit into the Special Tax Fund any amount in excess of that which is needed to pay any Administrative Expenses, and which is not otherwise encumbered. Reserve Fund A Reserve Fund (the "Reserve Fund") for the Bonds will be established under the Fiscal Agent Agreement, to be held by the Fiscal Agent. Upon delivery of the Bonds, the amount on deposit in the Reserve Fund will be established by depositing certain proceeds of the Bonds in the amount of the Reserve Requirement for the Bonds therein. "Reserve Requirement" means, with respect to any series of Bonds (unless otherwise specified in a Supplemental Agreement, including to create a single parity reserve fund for multiple series of Bonds) the least of (i) Maximum Annual Debt Service on the applicable series of Bonds, (ii) 125% of average Annual Debt Service on the applicable series of Bonds and (iii) 10% of the original principal amount of the applicable series of Bonds (or the issue price of the respective Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by the City; provided, that (a) if a parity reserve fund for multiple series of Bonds is established, references to the applicable series of Bonds shall mean all Bonds covered by such parity reserve fund and (b) in no event shall the City, in connection with the issuance of parity bonds covered by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in connection with the issuance of such parity bonds, be increased only by the amount of such deposit as permitted by the Code. The City is required to maintain an amount of money or other security equal to the Reserve Requirement in the Reserve Fund at all times that the Bonds are outstanding. All amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest on, the Bonds. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the City. Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund or the Improvement Fund as provided below, except that investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the Federal government to comply with rebate requirements. -18- 376 Moneys in the Reserve Fund will be invested and deposited in accordance with the Fiscal Agent Agreement. Interest earnings and profits resulting from the investment of moneys in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement will be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund, until the Improvement Fund is closed, or if the Improvement Fund has been closed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City. Improvement Fund Under the Fiscal Agent Agreement, there is established an Improvement Fund (and two separate subaccounts shall be established within the Improvement Fund, the Bond Proceeds Subaccount and the Special Tax Proceeds Subaccount), which is to be held by the Fiscal Agent and to the credit of which fund deposits shall be made as required by the Fiscal Agent Agreement. Moneys in the Improvement Fund and the subaccounts will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Authorized Improvements in accordance with the Acquisition Agreement (as described herein). Moneys held in the Special Tax Proceeds Subaccount will be used to finance the costs of the Authorized Improvements pursuant to the Acquisition Agreement. None of the amounts in the Improvement Fund (and any subaccounts thereof) are pledged for payment of the Bonds. Upon completion of the Authorized Improvements and payment to the Developer pursuant to the Acquisition Agreement, and following notice being provided to the Developer as specified in the Fiscal Agent Agreement, the City will transfer the amount, if any, remaining in the Improvement Fund to the Fiscal Agent for deposit in the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City's option, the Special Taxes may be billed directly to property owners. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor. The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought -19- 377 current), an action in the Alameda County Superior Court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Finance Director shall notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves. On or about June 30 of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in Improvement Area No. 5 to the amount of Special Tax Revenues theretofore received by the City, and: (i) Individual Delinquencies. If the Finance Director determines that any single parcel subject to the Special Tax in Improvement Area No. 5 is delinquent in the payment of Special Taxes for two or more years or in the aggregate amount of $10,000 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and, if the delinquency remains uncured, foreclosure proceedings shall be commenced by the City within 90 days of such determination. (ii) Aggregate Delinquencies. If the Finance Director determines that the total amount of delinquent Special Tax for the entire Improvement Area No. 5 (including the total of delinquencies under subsection (i) above), exceeds 5% of the total Special Taxes levied on all parcels in Improvement Area No. 5 for the Fiscal Year ending on such June 30, the Finance Director shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and a demand for immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in Improvement Area No. 5 for which a Special Tax delinquency remains uncured. Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price which will be sufficient to pay or reimburse the delinquent special taxes. The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the annual Maximum Special Tax rates set forth in the Rate and Method, the City may adjust (but not to exceed the annual Maximum Special Tax) the Special Taxes levied on all property within Improvement Area No. 5 subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. Under current law, a judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, -20- 378 which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680). Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor's filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale. Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post -judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid," where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. The County's "Teeter Plan" is not applicable to collection of the Special Taxes. Additional Bonds Parity Bonds for Refunding Purposes Only. Additional bonds secured by Special Tax Revenues on parity with the Bonds are permitted to be issued only for refunding purposes. -21- 379 DEBT SERVICE SCHEDULE The annual debt service on the Bonds (including mandatory sinking fund payments), based on the interest rates and maturity schedule set forth on the cover of this Official Statement, is set forth below, assuming no optional redemption or redemptions from Special Tax prepayments. Improvement Area No. 5 Community Facilities District No. 2015-1 (Dublin Crossing) Special Tax Bonds Series 2023 Debt Service Year Ending (Sept. 1) Principal Interest 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 Total * Paid in part from capitalized interest. Total The 2023 Bonds are sized to reflect 110% debt service coverage from Special Tax Revenues at buildout, net of Priority Administration. Additionally, the Rate and Method provides for the levy of a Special Tax "buffer" amount under certain circumstances, applicable for a period of time prior to buildout of Improvement Area No. 5; see the defined terms "Special Tax Buffer" and "Buffer Release" in the Rate and Method included as Appendix A hereto. The 110% coverage is net of the Special Tax Buffer. -22- 380 THE BOULEVARD PROJECT The Developer has provided the following information with respect to development of the Boulevard Project. No assurance can be given that all information is complete. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner may be subject to the Development Agreement and will be subject to the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur. The property in Improvement Area No. 5 is part of the larger Boulevard Project ("Boulevard Project"). The Boulevard Project consists of approximately 190 acres, of which approximately 33 gross acres is within Improvement Area No. 1, approximately 39 gross acres is within Improvement Area No. 2, approximately 48.5 gross acres is within Improvement Area No. 3, approximately 23.4 gross acres is within Improvement Area No. 4, and approximately 16.1 gross acres is within Improvement Area No. 5. Dublin Crossing Specific Plan The Dublin Crossing Specific Plan ("Specific Plan"), as amended from time to time, is a plan for the orderly development of approximately 190 acres located in the center of the City, north of Interstate 580 and Dublin Boulevard. The site is located at the southern edge of the 2,485- acre Camp Parks Reserve Forces Training Area ("Camp Parks"). The U.S. Army Reserve (the "Army Reserve") and the Developer have an agreement whereby the Army Reserve has and will transfer the Specific Plan portions of the Camp Parks site to the Developer, as described below. Development in the Specific Plan area is generally planned to be comprised of residential units, parks and open space, and a school. Specifically, Specific Plan development includes a maximum of up to 1,995 residential units, a 30 net -acre Community Park, 2 acres of open space, and a school site. The Specific Plan also allows, but nothing requires, the development of up to 200,000 square feet of commercial use. The Developer does not currently intend to develop any commercial uses. Home sales by the Merchant Builders in the Specific Plan area commenced in 2017; Improvement Area No. 5 is the final buildout phase of homes in the Specific Plan area. The City of Dublin General Plan (1985) provides a broader city-wide framework to support future land use and development decisions in the Specific Plan area. California state law requires the Specific Plan to be consistent with the policies and standards contained in the General Plan. Together with the Specific Plan, the City will approve any necessary General Plan amendments to provide for the land uses, goals and policies in the Specific Plan. In situations where policies or standards relating to a particular subject have not been provided in the Specific Plan, the existing policies and standards in the General Plan will continue to apply. Regional Setting. The Specific Plan area is located in eastern Alameda County, near the center of the Tri-Valley region. As a part of the Eastern San Francisco Bay Area, the City of Dublin plays an important regional role due to its close proximity to major metropolitan centers, including San Francisco (35 miles northwest), Oakland (30 miles northwest) and Silicon Valley (25 miles southwest). The City is home to the Dublin/Pleasanton and West Dublin/Pleasanton Bay Area -23- 381 Rapid Transit (BART) stations, Interstates 580 and 680, and the Iron Horse Regional Trail, a multi - modal trail that links numerous cities within Alameda and Contra Costa counties. Local Setting. The approximate 190-acre Specific Plan area is centrally located in the City of Dublin and is bound by a network of streets: 5th and 6th streets to the north on the active Camp Parks installation; Arnold Road to the east; Dublin Boulevard to the south; and Scarlett Drive (with future extension) to the west. The Specific Plan area location adjacent to the Iron Horse Regional Trail, and close to the Dublin/Pleasanton BART station, with the station entrance approximately one-third mile to the south of the project area boundary, offer a possible amenity for urban -oriented buyers. Background -Reuse of Former Army Reserve Property. The Specific Plan is the result of a multi -year effort by the Army Reserve, the City, community members, and Dublin Crossing Venture, LLC (previously defined as the "Prior Owner") to create a plan for development of the Specific Plan area. In 2002, the Army Reserve formally requested an amendment to the General Plan to change the land use designation on the project site from "Public Lands" to a combination of commercial retail, office space, residential, and open space uses. On April 15, 2003, the Dublin City Council authorized the commencement of a General Plan Amendment study to initiate a comprehensive General Plan Amendment and Specific Plan program over an approximately 172- acre portion of the 2,485-acre Camp Parks area (the "Army Reserve Property"), a 8.5-acre parcel (the "NASA Property") owned by the National Aeronautics and Space Administration ("NASA"), and an 8.7-acre Alameda County Surplus Property Authority parcel (the "ACSPA Property"). The General Plan Amendment study did not authorize a change in the land use designation on the property but permitted City staff, in partnership with the Army Reserve, to engage the involvement of the community in several strategic visioning meetings. These meetings were used to create a cohesive vision for future development of the site. Based on the information provided from several community meetings, five conceptual land use plans, each illustrating different land use scenarios, were formulated. The City Council held a series of meetings in 2005 to review the five conceptual land use alternatives. Input from these meetings served as the basis for selecting a preferred land use plan for future development of the area. In December 2007, the Army Reserve and NASA prepared a "Notice of Availability" to solicit a master developer for the Camp Parks Real Property Exchange Area. The Prior Owner and the United States Army Corps of Engineers entered into an exchange agreement dated March 4, 2011 (the "Exchange Agreement"). The Exchange Agreement provided the Army Reserve with an opportunity to construct new and modernize existing facilities through the provision of approximately 172-acres of the Army Reserve Property (in addition to the NASA Property and the ACSPA Property), to a developer in exchange for Camp Parks facilities improvements. The Exchange Agreement is not a part of the Specific Plan but was necessary to facilitate acquisition of the property by the Prior Owner. In October 2008, the Army Reserve announced the selection of the master developer for the exchange project. In April 2011, the Prior Owner and the Army Reserve officially finalized the Exchange Agreement, authorizing the Prior Owner to commence the General Plan Amendment and Specific Plan process. -24- 382 Pursuant to the Exchange Agreement, the Prior Owner and the Army Reserve agreed that the Prior Owner has the right acquire the Army Reserve Property from the Army Reserve in phases, as certain facilities (located outside of the Boulevard Project) are constructed by the Prior Owner and conveyed to the Army Reserve. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the Exchange Agreement. The Prior Owner and, following its acquisition of the project, the Developer acquired portions of the Army Reserve Property, as described in the table at "THE BOULEVARD PROJECT — Status of Construction of the Boulevard Project." As of December 2019, all five phases of the Army Reserve Property was acquired by Developer pursuant to the Exchange Agreement. In addition to the Exchange Agreement, the Prior Owner entered into an agreement dated January 11, 2013 (the "NASA Agreement") with NASA for the purchase of the NASA Property located adjacent to the Army Reserve Property, which is part of Phase 2 of the Boulevard Project. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the NASA Agreement. On August 28, 2015, the Developer acquired the NASA Property. In addition to the Exchange Agreement and the NASA Agreement, the Prior Owner entered into an agreement with the City (the "City Agreement") for the purchase of the ACSPA Property, which is part of Phase 2 of the Boulevard Project. When purchasing property from the Prior Owner, the Developer assumed all rights and obligations under the City Agreement. On March 23, 2017, the Developer acquired the ACSPA Property. The Army Reserve Property, the NASA Property, and the ACSPA Property, collectively, comprise the property being developed as the Boulevard Project. All such property is subject to the Amended and Restated Development Agreement, dated November 20, 2018, by and between the City and the Developer (as amended from time to time, the "Development Agreement"). The Development Agreement allows for the construction of up to 1,995 residential units, a 30-net acre community park, open space, a school site, and associated infrastructure to serve the project area described in the Dublin Crossing Specific Plan, approved by the City in 2013 pursuant to Resolution No. 187-13. The Development Agreement also allows, but nothing requires, the development of up to 200,000 square feet of commercial use. The Developer does not currently intend to develop any commercial uses. The Development Agreement may be amended from time to time. In 2015, the Developer acquired from the Prior Owner certain property in the Boulevard Project (including all of Phase 1A) as well as the rights to develop the remainder of the property in the Boulevard Project. The Exchange Agreement, NASA Agreement and City Agreement provide for the acquisition of the property in six phases, as follows: Phase 1A: Phase 1A was acquired from the Army Reserve by the Prior Owner and was sold by the Prior Owner to the Developer on August 28, 2015. As consideration for the acquisition from the Army Reserve, the Prior Owner constructed a facility known as the Access Control Point. Phase 1 B: Phase 1 B was acquired from the Army Reserve by the Developer on October 19, 2016. As consideration for the acquisition from the Army Reserve, the Developer constructed various infrastructure roads and utilities for the Army Reserve. Phase 2: Phase 2 was acquired in three transactions. First, a portion of Phase 2 was acquired from the Army Reserve by the Developer on March 17, 2017. As -25- 383 consideration for the acquisition from the Army Reserve, the Developer constructed area maintenance support facilities. Second, the NASA Property was acquired by the Developer on August 28, 2015. Third, on March 23, 2017, the Developer acquired the ACSPA Property. Phase 3: Phase 3 was acquired from the Army Reserve by the Developer on May 30, 2018, following the completion of a regional medical training site costing approximately $22,097,000. Phase 4: Phase 4 was acquired from the Army Reserve by the Developer in December 2017, following the completion of, or alternatively posting security for, the completion of an army regional training center estimated to cost $12,926,000. Phase 5: Phase 5 was acquired from the Army Reserve by the Developer in December 2019, following the completion of a logistical warehouse estimated to cost $8,281,000. The Developer has been developing each phase of the Boulevard Project following acquisition of the applicable phase from the Army Reserve, and then developing the property in five phases, described as Phase 1A/1B, 2, 3, 4 and 5. Improvement Area No. 5 comprises the expected 244 units in Phase 5. None of the land in Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, or Improvement Area No. 4 is subject to the Special Tax securing the Bonds. -26- 384 Of the total estimated amounts required to be expended by the Developer for the Boulevard Project (not including land acquisition, military structure design and construction, and related expenses) in the total of $211,025,000, the Developer has expended approximately $195,911,000, as of October 1, 2023. As of early October 2023, 1,260 homes in the Boulevard Project have been sold and closed, as summarized in the table below. Phase/Projected Improvement Area Phase 1A/1B Improvement Area No. 1 Phase 2 Improvement Area No. 2 Phase 3 Improvement Area No. 3 Phase 4 Improvement Area No. 4 STATUS OF CONSTRUCTION OF THE BOULEVARD PROJECT Land Development Status 469 units (129 single-family detached units; and 340 single-family attached units) 134 single-family detached units; 358 single- family attached units, a portion of the 30-acre park, and a 15,000 square foot recreation center now owned by the homeowner's association 77 single-family detached units; 210 single- family attached units; a portion of the 30-acre park (now complete); and a school site; as of October 1, 2023, 247 building permits have been issued and there an additional 32 units that have been sold but not closed to homeowners 175 single-family detached units; 91 single- family attached units; and approximately 2 acres of open space; as of October 1, 2023, all 266 building permits have been issued and there an additional 51 units that have been sold but not closed to homeowners Phase 5 62 single-family detached units; and 182 Improvement single-family attached units Area No. 5 Tract Map Status Projected Schedule N/A Housing construction commenced mid-2017. As of October 1, 2023, all 469 units have closed escrows with homeowners. N/A Housing construction commenced in 2018. As of October 1, 2023, all of the 492 units have closed escrows with homeowners. N/A Housing construction commenced mid-2019. As of October 1, 2023, approximately 143 of the 287 units have closed escrows with homeowners. N/A Housing construction commenced mid-2021. As of October 1, 2023, approximately 153 of the 266 units have closed escrows with homeowners. Tract Map No. Acquisition from Army Reserve in 8372 Recorded December 2019; See herein for more details. Only the property in Improvement Area No. 5 is subject to the Special Tax that secures payment on the Bonds. The property that is in Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, and Improvement Area No. 4, inclusive, are not subject to the lien of the Special Tax securing the Bonds. -27- 385 Acquisition Agreement In connection with the issuance of special tax bonds for Improvement Area No. 1, the Developer and the City entered into an Acquisition Agreement, dated as of July 18, 2017 (as amended by the First Amendment to Acquisition Agreement, dated December 4, 2018, and as it may be amended from time -to -time, the "Acquisition Agreement"). Pursuant to the Acquisition Agreement, the City will purchase certain public capital improvements and finance certain development impact fees for the construction of public capital improvements (referred to herein as the "Authorized Improvements") from the Developer, but solely from the net proceeds of bonds issued for the District, certain investment earnings thereon and special taxes collected within each Improvement Area of the District that are allocated to Authorized Improvements. The Rate and Method provides that the funding of improvement costs can also be made from collections of the Special Tax available as the "pay-as-you-go" component of Special Taxes, also described herein as the Remainder Taxes. The Remainder Taxes will provide for funding of the cost of the Authorized Improvements. By agreement between the City and the Developer, Remainder Taxes are limited to 15 years from each Improvement Area and the Developer expects to utilize it for that time period; the first year of levy for Improvement Area No. 5 is . See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology" and " — Special Tax Fund." Groundwater Testing Required by SFRWQCB In early November 2018, the City was informed by the Developer that it received a letter from the San Francisco Bay Regional Water Quality Control Board ("SFRWQCB"), dated November 5, 2018, regarding results of testing groundwater from a particular area of the Boulevard Project. The letter required that the Developer submit a workplan and schedule to complete site characterization and develop a conceptual site model for volatile organic compounds, including trichloroethylene, in groundwater, soil, and soil vapor generally to the east of the creek at the project site. The Developer then retained experts in human health risk assessment from Ramboll US Consulting, Inc. to work closely with SFRWQCB staff to conduct a systematic, multi -round investigation of groundwater, soil and soil vapor in the area and in 2020 through 2023 the Developer submitted various reports to the SFRWQCB for review in 2020 through 2022 and received SFRWQCB approval of the reports in early February 2023. The Developer received a no further action letter on September 29, 2023. -28- 386 Market Pricing and Absorption Analysis In connection with the issuance of the Bonds, the City hired RCLCO Real Estate Consulting, Los Angeles, California (the "Pricing Consultant") to prepare a market pricing and absorption analysis for the homes planned for Improvement Area No. 5, dated October 6, 2023 (the "Pricing Report"). The Pricing Report included market pricing and absorption analysis for the Phase 5 lots anticipated to be constructed in Improvement Area No. 5 (i.e., 244 single-family units, consisting of 62 detached and 182 attached units). The City is not obligated to make, and has not undertaken to make, an independent verification of the information contained in the Pricing Report and assumes no responsibility for the accuracy or completeness of the Pricing Report. A summary table from the report is presented below; the two scenarios reflect the range of potential capture rates that was assumed, as descried in more detail in the report. A copy of the Pricing Report is set forth in its entirety as APPENDIX E — PRICING REPORT. Projected Home Sale Velocity by Price Range Boulevard (Dublin Crossing) Phase 5 DISTRIBUTION PRICE RANGE $1,000,000- $1,400,000- $1,800,000- OVER $1,400,000 $1,800,000 $2,200,000 $2,200,000 TOTAL TOTAL REMAINING UNITS -PHASE 5 138 78 12 0 228 Distribution by Price Range 61% 34% 5% 0% 100% Potential Annual Absorption by Price Range — Scenario 1 64 40 7 0 110 Potential Monthly Absorption by Price Range — Scenario 1 5.4 3.3 0.5 0.0 9.2 Years of Supply by Price Range — Scenario 1 2.1 2.0 1.8 0.0 Potential Annual Absorption by Price Range — Scenario 2 80 45 11 0 136 Potential Monthly Absorption by Price Range — Scenario 2 6.7 3.8 0.9 0.0 11.4 Years of Supply by Price Range — Scenario 2 1.7 1.7 1.1 0.0 Source: RCLCO— Market Pricing and Absorption Analysis, October 6, 2023 -29- 387 IMPROVEMENT AREA NO. 5 Formation of the District On April 21, 2015, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Authorized Improvements. After conducting a noticed public hearing, on June 2, 2015, the City Council adopted the Resolution of Formation, which established the District and Improvement Area No. 1 thereof, and designated the Future Annexation Area, which may include all or a portion of four additional improvement areas described as Improvement Area No. 2, Improvement Area No. 3, Improvement Area No. 4, and Improvement Area No. 5. The Resolution of Formation also set forth the Rate and Method within the District and each Improvement Area, and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $150 million for the District. On the same day, an election was held within the District in which the Prior Owner (who was then the only eligible landowner voter in the District) unanimously approved the proposed bonded indebtedness and the levy of the Special Tax. Improvement Area No. 5. On November 2, 2022, each of the owners of the property in Improvement Area No. 5 at the time executed and delivered to the City a separate Unanimous Approval, wherein the owner requested the annexation of their property into Improvement Area No. 5. All of the property that was the subject of the Unanimous Approvals was part of the Future Annexation Area. Pursuant to the Mello -Roos Act, the execution of a Unanimous Approval is all that is required to annex property that is identified as part of the Future Annexation Area into an existing or new improvement area within the District. On November 28, 2022, a Notice of Special Tax Lien was recorded against the property in Improvement Area No. 5 by Instrument No. 2022190139. The Notice of Special Tax Lien establishes the lien of special taxes pursuant to the Rate and Method of Apportionment of Special Tax for Improvement Area No. 5 against all of the property in Improvement Area No. 5. Improvement Area No. 5 is eligible to finance all of the improvements required for the development of the Boulevard Project. As part of the Unanimous Approval, the bonded indebtedness limit for Improvement Area No. 5 was established at $25,515,000. See "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership" below. To finance Authorized Improvements that will be owned by the Dublin -San Ramon Services District (previously defined as "DSRSD"), the City, the Developer, and DSRSD entered into a Joint Community Facilities Agreement dated January 10, 2017. To finance Authorized Improvements to be owned by Zone 7 of the Alameda County Flood Control and Water Conservation District (previously defined as "Zone 7"), the Developer entered into a Joint Community Facilities Agreement with the City and Zone 7 dated February 28, 2018. Five Improvement Areas. The District consists of five Improvements Areas, with Improvement Area No. 5 being the last and final improvement area and buildout phase of the Boulevard Project. Bonds for each Improvement Area are secured by special taxes only from such respective Improvement Area. The Bonds are secured only by special taxes levied in Improvement Area No. 5; the special taxes levied in any of Improvement Area Nos. 1, 2, 3, and 4 are not security for the Bonds. -30- 388 Location and Description of Improvement Area No. 5 and the Immediate Area Improvement Area No. 5 is generally located in the north-western portion of the master plan. Improvement Area No. 5 is contiguous with lots north and west of existing Boulevard phases. It is located north of Dublin Boulevard, between Dougherty and Arnold Roads, south of 6th Street, in the immediate vicinity of the Dublin BART (Bay Area Rapid Transit) station and neighborhood and regional commercial establishments, including Whole Foods, Nordstrom Rack, Best Buy and a variety of smaller retail stores and restaurants. The development is near multiple off -ramps of Interstate 580, a major Bay Area freeway. Other adjacent uses include residential, office and light industrial, and a County jail facility to the north. Zoning. The land in Improvement Area No. 5 is zoned Dublin Crossing Medium -High Density Residential (DC M-HDR) and Dublin Crossing Medium Density Residential (DC MDR). See "THE BOULEVARD PROJECT" above. Seismic Area. According to the Seismic Safety Commission, Improvement Area No. 5 is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, the District is located in a Fault -Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. Flood Zone Status. Improvement Area No. 5 is located in Flood Zone X — areas determined to be outside of the 500-year floodplain and determined to be outside of the 1 % and 0.2% annual chance floodplains, and flood insurance is not required. Wildfire Hazards. Land in Improvement Area No. 5 is not located in a High or Very High Fire Hazard Severity Zone (FHSZ), as defined by CAL FIRE. Maps. The following pages contain (i) a map showing the parcels that annexed into the District to form Improvement Area No. 5 and (ii) a Site Plan for the overall development, dated as of July 7, 2016 (no representation is made regarding changes which may have been made since such date). Improvement Area No. 5 comprises Parcels 21, 22, and 23 of the Site Plan. -31- 389 [IA 5 Parcels] -32- 390 Site Plan for Dublin Crossing (Boulevard) As of July 7, 2016 LEGEND I PHASE In PHASE 2 PHASE a PHASE 6 PHASE 5 OTYPICAL NEIGHEQRHCW NVN¢R AMUSED .909,99 120. 2773 AC 27.999 PC DUBLIN CROSSING PHASING AND NEIGHBORHOOD EXHIBIT JLLY 7, 2016 -33- 391 Improvement Area No. 5 Ownership The property in Improvement Area No. 5 is expected to be developed into 62 single-family detached units and 182 single-family attached units (for a total of 244 units), and is owned as shown in the following table as of October 1, 2023. See also "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" Number of Owner Neighborhood Tract Units Individual Owners NB 21 — Ivy 8372 3 Dublin Crossing, LLCM NB 21 — Ivy 8372 28 Dublin Crossing, LLC(2) NB 22 — Vine 8372 92 Dublin Crossing, LLC(3) NB 23 — Avalon 8372 35 Brookfield Merchant Builder: Brookfield Bay Area Holdings LLC NB 21 — Ivy 8372 31 Lennar Merchant Builder: Lennar Homes of California, LLC NB 23 — Avalon 8372 55 Total 244 (1) The 28 lots of the Ivy neighborhood are under contract to be sold to Brookfield BAH (defined herein). See "— Dublin Crossing, LLC." (2) The 92 lots of the Vine neighborhood are expected to be sold to Brookfield BAH (defined herein), but are not yet under contract See "—Dublin Crossing, LLC." (3) The 35 lots of the Avalon neighborhood are under contract to be sold to Lennar Homes (defined herein). See "—Dublin Crossing, LLC." Tract Map Status The lots required for the development of the proposed 244 single family units within Improvement Area No. 5 were created by the recordation on November 29, 2021 of Tract Map 8372. All of the 244 lots are final map lots approved by the City. -34- 392 Dublin Crossing, LLC The Developer owns a portion of the property to be developed as Neighborhood 21 (Ivy), Neighborhood 22 (Vine), and Neighborhood 23 (Avalon). The remaining home sites in these three neighborhoods are under contract , or expected to be under contract, with either Brookfield Bay Area Holdings LLC, a Delaware limited liability company ("Brookfield BAH"), or Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"), as of October 1, 2023, as shown in the table below: Current Owner Neighborhood Dublin Crossing, LLC NB 21 - Ivy Number of Projected Units 28 Merchant Builder Brookfield BAH Dublin Crossing, LLCM NB 22 - Vine 92 Brookfield BAH Dublin Crossing, LLC NB 23 — Avalon 35 Lennar Homes Total 155 Projected Acquisition Date* 14 lots November 2023 14 lots in March 2024 18 lots in December 2023 15 lots in June 2024 13 lots in November 2024 19 lots in March 2025 14 lots in September 2025 13 lots in January 2026 10 lots in February 2024 10 lots in July 2024 15 lots in January 2025 * For Vine and Avalon, the term "lots" means the property necessary to construct the applicable number of homes. (1) The 92 lots to be developed as Vine are anticipated to be sold by the Developer to Brookfield BAH, but as of October 1, 2023, no purchase contract has been executed. The Developer anticipates that a purchase contract will be entered into in the next 45 days, prior to the anticipated first takedown of lots in Vine in December 2023. The Developer anticipates (i) selling the remaining lots in the Ivy neighborhood to Brookfield BAH, in two takedowns with 14 lots in November 2023 and 14 lots in March 2024, (ii) selling the lots in the Vine neighborhood to Brookfield BAH in six takedowns with 18 lots in December 2023, 15 lots in June 2024, 13 lots in November 2024, 19 lots in March 2025, 14 lots in September 2025, and 13 lots January 2026, and (iii) selling the remaining lots in the Avalon neighborhood to Lennar Homes, an indirect wholly -owned subsidiary of Lennar Corporation, in three takedowns with 10 lots in February 2024, 10 lots in July 2024, and 15 lots in January 2025. Takedowns are subject to change, and there can be no guarantee that the lots will be acquired pursuant to the foregoing schedule. The Merchant Builders The merchant builder owners of the property in Improvement Area No. 5 are affiliated with Brookfield Residential and Lennar Corporation. In particular, the property in Improvement Area No. 5 not owned by the Developer or individual homeowners is owned by the Brookfield Merchant Builder or Lennar Homes, each as described in more detail in the tables under "IMPROVEMENT AREA NO. 5 — The Development Plan." The Development Plan A more detailed description of each of the neighborhoods owned by the Merchant Builders is set forth below. -35- 393 Ivy Neighborhood. Brookfield BAH is building and selling homes within the "Ivy" neighborhood within Improvement Area No. 5. Ultimately, the Ivy neighborhood is expected to consist of 62 detached single-family residential units (28 lots are still owned by the Developer as of October 1, 2023). The table below provides information under the assumption that Brookfield BAH will take title to the remaining 28 units and develop all 62 units. The Ivy neighborhood opened for sales in July 2023, and Brookfield BAH anticipates final build -out by December 2024. The following table provides additional information regarding the proposed development of the Ivy project (assuming that the Developer conveys the remaining 28 lots to Brookfield BAH) as of October 1, 2023. Ivy Neighborhood (Tract No. 8372) (as of October 1, 2023) Total Units Number Units Completed Approx. of Completed, Owned by Square Planned Sold, and Brookfield Units Under Est. Base Floor Plan Footage Units Closed BAH (1)(2) Construction(2)(3) Price) Plan 1 2,565 31 2 1 14 $1,516,000 Plan 2 2,663 31 1 1 15 $1,541,000 Totals 62 3 2 29 (1) Includes 2 completed model homes (one model in each Plan). (2) Brookfield BAH has 18 homes in escrow but have not yet closed. There can be no guarantee that homes in escrow will actually close. (3) As of October 1, 2023, Brookfield BAH has received 34 building permits. (4) Base sale prices are estimated as of October 1, 2023. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered. Source: Brookfield BAH As of October 1, 2023, Brookfield BAH has incurred approximately $24,566,000 on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional $32,302,000 will be required to be expended on such costs to complete the neighborhood. As of October 1, 2023, Brookfield BAH has spent $8,046,000 on home construction, sales and marketing, and anticipates spending an additional $20,841,000 to buildout the 62 homes it currently anticipates building (assuming that the Developer conveys the remaining 28 lots to Brookfield BAH). Vine Neighborhood. Prior to the first anticipated takedown in December 2023, the Developer expects to enter into a purchase and sale contract with Brookfield BAH for the sale of the property that will be developed as the 92 Vine units. Assuming that Brookfield BAH and the Developer enter into the purchase and sale agreement, Brookfield BAH is expected to build and sell homes within the "Vine" neighborhood within Improvement Area No. 5. Ultimately, the Vine neighborhood is expected to consist of 92 attached single-family residential units (the property for all 92 units are still owned by the Developer as of October 1, 2023). The table below provides information under the assumption that Brookfield BAH will take title to and develop the property to be developed as 92 units. The Vine neighborhood is anticipated to open for sales in February 2024 have its first closings in September 2024, and Brookfield BAH anticipates final build -out by January 2026. The following table provides additional information regarding the proposed development of the Vine project (assuming that the Developer conveys the property to be developed as the 92 units to Brookfield BAH) as of October 1, 2023. -36- 394 Vine Neighborhood (Tract No. 8372) (as of October 1, 2023) Units Total Units Completed Approx. Number of Completed, Owned by Square Planned Sold, and Brookfield Units Under Est. Base Floor Plan Footage Units Closed BAH1 2) Construction Price(3) Plan 1 2,192 34 0 0 0 TBD Plan 2 2,398 34 0 0 0 TBD Plan 3 2,430 24 0 0 0 TBD Totals 92 0 0 0 (1) Brookfield BAH anticipates using the model homes in the Abbey Neighborhood of Improvement Area No. 3 to market the Vine, but may decide to construct on -site model homes in the future. (2) As of October 1, 2023, Brookfield BAH has not received any building permits. (3) Base sale prices have not yet been determined. Source: Brookfield BAH As of October 1, 2023, Brookfield BAH has incurred approximately $232,000 on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional $52,677,000 will be required to be expended on such costs to complete the neighborhood. As of October 1, 2023, Brookfield BAH has spent $102,000 on home construction, sales and marketing, and anticipates spending an additional $40,271,000 to buildout the 92 homes it currently anticipates building (assuming that the Developer conveys the property to be developed as the remaining 92 units to Brookfield BAH). Note that certain improvements to Scarlett Drive frontage were made a condition of approval for Neighborhoods 21 through 23 of Improvement Area No. 5. The Developer has designed, obtained city plan approval, and provided bonds to assure construction of the Scarlett Drive improvements. While Kinder Morgan was involved in earlier design discussions, subsequent concerns about the construction of a roadway over their existing petroleum pipeline surfaced. The Developer and the City have agreed to interim improvements to address site access while Kinder Morgan concerns are being reviewed. The Developer, the City, and Kinder Morgan are cooperating to review options for an ultimate solution. These discussions have delayed the construction of full final approved frontage improvements as envisioned per the condition of approval. In the meantime, the City has upon request of the Developer allowed the development of Neighborhoods 21 through 23, including the issuance of building permits and occupancy permits. The Developer and City staff are working to modify the condition of approval to address both short term and long term improvement and access solutions, and both the Developer and the City anticipate that the Developer and the builders will continue to be able to construct homes and receive building permits and occupancy permits on the property in Neighborhoods 21 through 23 while the parties determine the long-term solution. Avalon Neighborhood. Lennar Homes is building and selling homes within the "Avalon" neighborhood within Improvement Area No. 5. Ultimately, the Avalon neighborhood is expected to consist of 90 attached single-family residential units (the property for 35 units are still owned by the Developer with the next planned incremental transfer scheduled for February 2024). The table below provides information under the assumption that Lennar Homes will take title to and develop the property to be developed as 90 units. The Avalon neighborhood opened for sales in July 2023, and Lennar Homes anticipates final build -out by summer of 2025. The following table provides additional information regarding the proposed development of the Avalon project (assuming that the Developer conveys the property to be developed as the remaining 35 units to Lennar Homes) as of October 4, 2023. -37- 395 Avalon Neighborhood (Tract No. 8372) (as of October 4, 2023) Units Total Units Completed Approx. Number of Completed, and Owned Square Planned Sold, and by Lennar Units Under Est. Base Floor Plan Footage Units Closed (1)(2) Construction(2)(3) Price) Plan 1 1,493 36 0 0 16 $951,880 Plan 2 2,254 36 0 0 16 $1,099,880 Plan 3 2,456 18 0 0 7 $1,254,880 Totals 90 0 0 39 (1) As of October 4, 2023, Lennar Homes has received 70 building permits. (2) Includes three model homes (one in each Plan) and 36 production homes under construction. (3) As of October 4, 2023, nine homes were in escrow. There can be no guarantee that homes in escrow will actually close. (4) Base sale prices are estimated as of October 4, 2023. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered. Source: Lennar Homes As of October 4, 2023, Lennar Homes has incurred approximately $22.9 million on site acquisition, on -site development costs, fees, and costs (other than homebuilding, sales and marketing costs) and anticipates that an additional approximately $12.2 million will be required to be expended on such costs to complete the neighborhood. As of October 4, 2023, Lennar Homes has spent approximately $8.7 million on home construction, sales and marketing, and anticipates spending an additional approximately $21.4 million to buildout the 90 homes it currently anticipates building (assuming that the Developer conveys the property to be developed as the remaining 35 units to Lennar Homes). Notwithstanding the Merchant Builders' projections regarding home construction and sellout of their planned development in Improvement Area No. 5, no assurance can be given that the Merchant Builders will complete such development as currently anticipated. Financing Plan — Developer To date, the Developer has financed its land acquisition and various site development costs related to its property in the District through internally generated funds and lot sales revenues. The Developer estimates that, as of October 1, 2023, the remaining costs to be incurred by the Developer to complete its planned development within Improvement Area No. 5 will be $1,163,000 (out of the $17,480,000 estimated costs to complete Improvement Area No. 5, which does not include land acquisition, military structure design and construction, and related expenses). The Developer expects to use lot sales revenues, internal funding, and reimbursement from Bond proceeds to complete its development in Improvement Area No. 5 of the District and believes that it will have sufficient funds available to complete such development in accordance with the development schedule described in this Official Statement. Although the Developer expects to have sufficient funds available to complete its development in Improvement Area No. 5 of the District as described in this Official Statement, there can be no assurance that amounts necessary to finance the remaining development costs will be available to the Developer from its internally generated funds or from any other source -38- 396 when needed. Neither the Brookfield Merchant Builder nor any of its related entities, is under any legal obligation of any kind to expend funds for the development of and construction of homes on its property in Improvement Area No. 5 of the District. Any contributions by the Developer or any such entity to fund the costs of such development are entirely voluntary. If and to the extent that internal funding, including but not limited to lot sales revenues, are inadequate to pay the costs to complete the planned development by the Developer within Improvement Area No. 5 of the District and other financing by the Developer is not put into place, there could be a shortfall in the funds required to complete the planned development by the Developer in Improvement Area No. 5 of the District. Financing Plan — Merchant Builders Brookfield Merchant Builder Financing Plan. To date, the Brookfield Merchant Builder has financed its land acquisition, site development, and home construction costs related to its Ivy and Vine neighborhoods in Improvement Area No. 5 through internally generated funds. As of October 1, 2023, Brookfield BAH estimates the costs to acquire the remaining 28 lots in Ivy and the property to be developed as 92 units in Vine from the Developer and the costs to complete the remaining land development of the Ivy and Vine neighborhoods within Improvement Area No. 5, including fees but excluding costs of constructing, selling and marketing of homes, is approximately $84,709,000. Brookfield BAH estimates the remaining vertical home construction, selling and marketing costs as of October 1, 2023 to complete its projects in Improvement Area No. 5 (assuming Brookfield BAH acquires the remaining 28 lots in Ivy and the property to be developed as 92 units in Vine from the Developer) to be approximately $61,112,000. The foregoing costs are exclusive of internal financing repayment and marketing and sales costs Brookfield BAH expects the remaining horizontal and vertical home construction costs will be financed by the Brookfield Merchant Builder from home sales and internally generated funds to complete its development activities in Improvement Area No. 5. Brookfield BAH believes that the Brookfield Merchant Builder will have sufficient funds available to complete its proposed development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement. Although Brookfield BAH expects to have sufficient funds available to complete its development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available from the Brookfield Merchant Builder or any other source when needed. Any contributions by the Brookfield Merchant Builder or any of their respective parent companies to fund the costs of such development and home construction are entirely voluntary. If and to the extent that internal funding, including but not limited to home sales revenues, are inadequate to pay the costs to complete the planned development by the Brookfield Merchant Builder within Improvement Area No. 5 and other financing by the Brookfield Merchant Builder is not put into place, there could be a shortfall in the funds required to complete the proposed development by the Brookfield Merchant Builder in Improvement Area No. 5 and the remaining portions of the development may not be developed. Lennar Homes Financing Plan. To date, Lennar Homes has financed its land acquisition, site development, and home construction costs related to its Avalon neighborhood in Improvement Area No. 5 through homes sales revenue and internally generated funds. -39- 397 As of October 4, 2023, Lennar Homes estimates the costs to acquire the property to be developed as the remaining 35 units in Avalon from the Developer and the costs to complete the remaining land development of the Avalon neighborhood within Improvement Area No. 5, including fees but excluding costs of constructing, selling and marketing homes, is approximately $12.2 million. Lennar Homes estimates the remaining vertical home constructing, selling and marketing costs as of October 4, 2023 to complete its Avalon neighborhood in Improvement Area No. 5 (assuming Lennar Homes acquires the property to be developed as the remaining 35 units in Avalon from the Developer) to be approximately $21.4 million. The foregoing costs are exclusive of internal financing repayment and marketing and sales costs. Lennar Homes expects to finance all remaining horizontal and vertical home construction costs related to its Avalon neighborhood in Improvement Area No. 5 through home sales revenue and internally generated funds, including, if necessary, Lennar Corporation's revolving credit facility. Lennar Corporation's credit facility is not secured by Lennar Homes' property within Improvement Area No. 5. Additionally, home sales revenue from Lennar Homes' projects in Improvement Area No. 5 will not be segregated and set aside for the payment of costs required to complete their activities in Improvement Area No. 5. Home sales revenue from the project is accumulated and used to pay costs of operations for Lennar Corporation and its subsidiaries, to pay debt service on outstanding debt and for other corporate purposes, and may be diverted to pay costs other than the costs of completing Lennar Homes' activities in Improvement Area No. 5 at the discretion of management. Notwithstanding the foregoing, Lennar Homes believes that it will have sufficient funds available to complete its proposed development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement. Although Lennar Homes expects to have sufficient funds available to complete its development activities in Improvement Area No. 5, commensurate with the development timing described in this Official Statement, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available from Lennar Homes, Lennar Corporation or any other source when needed. For example, borrowings under Lennar Corporation's revolving credit facility may not be available, and home sales revenue, which is accumulated daily for use in operations by Lennar Corporation, including to fund costs of other direct and indirect subsidiaries, to pay debt service on outstanding debt and for other corporate purposes, may be diverted to pay costs other than the costs of completing Lennar Homes' activities in Improvement Area No. 5 at the discretion of management. Lennar Homes, Lennar Corporation, its lenders, or any of their related entities are not under any legal obligation of any kind to expend funds for the development of and construction of homes on Lennar Homes' property in Improvement Area No. 5. Any contributions by Lennar Homes or Lennar Corporation to fund the costs of such development and home construction are entirely voluntary. If and to the extent that internal funding, including but not limited to home sales revenues, and borrowings under Lennar Corporation's revolving credit facility are inadequate to pay the costs to complete the planned development by Lennar Homes within Improvement Area No. 5 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Lennar Homes in Improvement Area No. 5 and the remaining portions of the development may not be developed. -40- 398 OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. The Developer, BrookCal, Brookfield BAH, and Lennar Homes have provided the information set forth in this section entitled "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5." No assurance can be given that all information is complete. The City has not independently verified this information and assumes no responsibility for its accuracy or completeness. It is only provided as a convenience to enable investors to more easily commence their own independent investigations if they so choose. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. The Special Taxes are not personal obligations of the developers or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" and "SPECIAL RISK FACTORS" herein. The Developer, Brookfield, and Lennar Homes Developer. The master developer of the property within the District is Dublin Crossing, LLC, a Delaware limited liability company (previously defined as "Dublin Crossing" or the "Developer"). Dublin Crossing is a joint venture between BrookCal Dublin LLC, a Delaware limited liability company (previously defined as "BrookCal"), and SPIC Dublin LLC, a Delaware limited liability company (previously defined as "SPIC"), an affiliate of CalAtlantic Group, LLC, a Delaware limited liability company ("CalAtlantic"). CalAtlantic is owned by Lennar Corporation. BrookCal. BrookCal is owned 100% by BrookCal Bay Area Holdings LLC, a Delaware limited liability company ("BrookCal Bay Area"). BrookCal Bay Area is owned 100% by BrookCal, LLC, a Delaware limited liability company ("BrookCal, LLC"). BrookCal, LLC is a joint venture between BHC BrookCal, LLC, a Delaware limited liability company ("BHC BrookCal"), and the California State Teachers Retirement System ("Cal STRS"). BHC BrookCal is an indirect wholly -owned subsidiary of Brookfield Residential Properties Inc. ("Brookfield Residential"), a wholly -owned subsidiary of Brookfield Asset Management Inc., which has been developing land and building homes for over 50 years. Brookfield Residential is a North American land developer and homebuilder with operations in Canada and the United States, which entitles and develops land to create master -planned communities and builds and sells lots to third -party builders, as well as to its own homebuilding divisions. Brookfield Residential also participates in select strategic real estate opportunities, including infill projects, mixed -use developments, infrastructure projects and joint ventures. Brookfield Residential currently focuses on the following operating segments: Canada, California, and Central and Eastern United States. Its Canadian operations are primarily in the Alberta and Ontario markets. Brookfield Residential has homebuilding operations in Austin, Calgary, Denver, Edmonton, Hawaii, Los Angeles, Phoenix, San Diego, San -41- 399 Francisco, Toronto, and Washington D.C. Brookfield Residential has been active in the Northern California market since 1997. Brookfield BAH. The Developer sold a portion of the Ivy and is under contract to sell the remaining portion of Ivy, and anticipates selling the lots in Vine, in Improvement Area No. 5 to Brookfield Bay Area Holdings LLC, a Delaware limited liability company (previously defined as "Brookfield BAH"). Brookfield BAH is an indirect subsidiary of Brookfield Residential. Information regarding Brookfield Residential's operations in Northern California is available at www.brookfieldnorcal.com. Copies of Brookfield Residential's financial statements and other information are currently available from Brookfield Residential's website at www.brookfieldresidential.com. These internet addresses are included for reference only, and the information on these internet sites is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on these internet sites. Lennar Homes. The Developer sold portions, and is under contract to sell the remaining portions, of the Avalon property in Improvement Area No. 5 to Lennar Homes. Lennar Homes is based in Irvine, California. Lennar Homes is wholly -owned by U.S. Home, LLC, a Delaware limited liability company ("U.S. Home"). U.S. Home is wholly -owned by Lennar Corporation, which is based in Miami, Florida. Founded in 1954, Lennar Corporation completed its initial public offering in 1971 and listed its common stock on the New York Stock Exchange in 1972. Lennar Corporation's Class A and Class B common stock are listed on the New York Stock Exchange under the symbols "LEN" and "LEN.B." respectively. Lennar Corporation is one of the largest homebuilders in the United States based on home sales revenues and net earnings, and operates under a number of brand names, including Lennar Homes and U.S. Home. Lennar Corporation primarily develops residential communities both within the Lennar family of builders and through consolidated and unconsolidated partnerships in which Lennar Corporation maintains an interest. Lennar Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such filings, particularly the Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Lennar Corporation and its consolidated subsidiaries, including Lennar Homes, as of such dates. The SEC maintains a website that contains reports, proxy and other information statements and other information regarding registrants that file electronically with the SEC, including Lennar Corporation. The address of such website is www.sec.gov. All documents filed by Lennar Corporation pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of Lennar Corporation's Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are available from Lennar Corporation's website at www.lennar.com. -42- 400 APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 The Appraisal General. Integra Realty Resources, San Francisco, California (the "Appraiser") prepared an appraisal report with a date of value of October 4, 2023 (the "Appraisal"). The Appraisal was prepared at the request of the City. The Appraiser was requested by the City to provide a market value of the appraised properties by ownership, as well as a cumulative, or aggregate, value of the appraised properties within the District (see "— Property Appraised" below), under the assumptions and conditions cited in the attached report. The value estimates assume a transfer would reflect a cash transaction or terms that are considered to be equivalent to cash. The estimates are also premised on an assumed sale after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller each acting prudently, knowledgeably, for their own self-interest and assuming neither is under duress. The Appraisal is set forth in its entirety in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal. Property Appraised. The appraised properties represent the taxable parcels in Improvement Area No. 5, subject to the lien of the Special Taxes of the CFD No. 2015-1, a portion of the Dublin Crossing (now referred to, marketed, as "Boulevard") master planned community. Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) being developed by Lennar Homes and Brookfield BAH within three product lines further described herein. Any properties within the boundaries of Improvement Area No. 5 not subject to the Lien of the Special Tax securing the Bonds (e.g., public and quasi -public land use sites) are not a part of this appraisal. Boulevard is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. Value Estimate. The market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value, are subject to the hypothetical condition various public improvements to be financed by proposed series of Bonds are in place. The estimates of value also account for the impact of the lien of the Special Tax securing the Bonds. The value estimate for the appraised properties as of the date of value, using the methodologies described in the Appraisal and subject to the hypothetical condition that various public improvements to be financed by the Bonds are in place, and subject to other assumptions and limiting conditions set forth in the Appraisal, and based on the ownership of the property as of that date is $111,070,000, as shown in the table on the following page. Note that the aggregate value noted is not the market value of the appraised properties in bulk. As defined by The Dictionary of Real Estate Appraisal, an aggregate value is the "total of multiple market value conclusions." For purposes of the Appraisal, market value is estimated by ownership. -43- 401 Value Ownership Conclusion Brookfield Bay Area Holdings, LLC $18.910.000 Lennar Homes of California, LLC 20,625,000 Dublin Crossing, LLC) 67,005,000 Individual Homeowners 4.530.000 $111,070,000 Source: The Appraisal. Appraisal Methodology. In the Appraisal, the Appraiser determined the market value of the residential land using the sales comparison approach. Because certain appraised parcels have been sold and transferred to individual homeowners, the Appraiser assigned value to the completed and sold homes using a not -less -than estimate of value based on the smallest homes/floor plan offered. See APPENDIX B for additional details. Hypothetical Condition. The Appraisal estimates the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of Improvement Area No. 5 of the CFD as of the date of value, subject to the hypothetical condition various public improvements to be financed by the Bonds are in place and available for use. Assumptions and Limiting Conditions. In addition to the hypothetical condition described above, the Appraisal is based upon a number of standard and special assumptions and conditions, all of which affect the estimate as to value, some of which include the following. See "APPENDIX B — THE APPRAISAL" for a complete list of such assumptions and conditions. Exposure Time. The Appraisal comments on exposure time for the property appraised as follows: "Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the appraisal. Based on our review of recent sales transactions for similar properties and our analysis of supply and demand in the local land market, it is our opinion that the probable exposure time for the subject at the concluded market values stated previously is 12 months." The Appraiser concluded that, given the size of the appraised properties, and the condition of the market, it is expected that if appropriately priced, the exposure time for the appraised properties, assuming the properties (by ownership) are not marketed concurrently, would likely be approximately 12 months. No assurance can be given that the estimated exposure time or absorption of sales of property in Improvement Area No. 5 will be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a projected period. See "SPECIAL RISK FACTORS — Property Values and Property Development." Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the Improvement Area No. 5; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel. No assurance can be given that the estimate of market value set forth in the Appraisal can or will be maintained during the period of time that the Bonds are outstanding in that the City has no control over the market value of the property within Improvement Area No. 5 or the amount of -44- 402 additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See "— Overlapping Liens and Priority of Lien" below. For a description of certain risks that might affect the assumptions made in the Appraisal, see "SPECIAL RISK FACTORS — Appraised Values" herein. Value by Ownership and Neighborhood The following table sets forth the development status (based on building permits issued as of October 4, 2023) and appraisal value by ownership and neighborhood for property within Improvement Area No. 5, based on the appraised values set forth in the Appraisal. Table 1 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Development Status by Neighborhood Units with Total Building Planned Neighborhood Permits(1) Units Builder Avalon 70 90 Lennar Homes Ivy 34 62 Brookfield BAH Vine 0 92 Brookfield BAH Total: 104 244 Land Use Single Family Attached Single Family Detached Single Family Attached FY 2024-25 FY 2024-25 Maximum Projected Special Tax Tax Levy $420,954 $390,528 455,829 382,085 491,370 350,714 $1,368,153 $1,123,327 Appraised Value $33,750,000 40,520,000 36,800,000 $111,070,000 (1) Based on building permits issues as of October 4, 2023. Includes 3 permits for homes owned by individuals. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. Source: Integra Realty Resources; Goodwin Consulting Group, Inc. -45- 403 Value to Special Tax Burden Ratios The following tables set forth the value -to -lien ratios for property within Improvement Area No. 5, based on the appraised values set forth in the Appraisal and based on the projected Special Tax levy for Fiscal Year 2024-25, assuming it was levied on all taxable parcels in the District, and not including any overlapping debt for general obligation bonds. Table 2A City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2024-25 Special Tax Levy and Value -to -Lien Ratios (Development Status as of October 4, 2023) Maximum Estimated Percent of Planned FY 2024-25 FY 2024-25 Projected Series Residential Appraised Special Special FY 2024-25 2023 Value -to - Development Status Unite) Value Tax Revenue Tax Levy(2) Tax Levy Bonds(3)* Lien* Developed Property Individual Owners 3 $4,530,000 $17,489 $17,489 1.6% $280,240 16.16 Brookfield BAH 31 18,910,000 180,719 180,719 16.1 2,895,817 6.53 Lennar Homes 55 20,625,000 247,237 247,237 22.0 3,961,684 5.21 Dublin Crossing, LLC 15 5,625,000 67,428 67,428 6.0 1,080,459 5.21 Subtotal 104 $49,690,000 $512,874 $512,874 45.7% $8,218,200 6.05 Undeveloped Property Dublin Crossing, LLC 140 $61,380,000 $855,279 $610,454 54.3% $9,781,800 6.27 Total 244 $111,070,00 $1,368,153 $1,123,327 100.0% $18,000,000 6.17 0 * Preliminary, subject to change. (1) Based on Attachment 1 of the Rate and Method of Apportionment. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. (3) Allocated based on the share of the projected fiscal year 2024-25 special tax levy. Source: Integra Realty Resources; Underwriter; Goodwin Consulting Group, Inc. Table 2B City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2024-25 Special Tax Levy and Value -to -Lien Ratio by Ranges (Development Status as of October 4, 2023) FY 2024-25 FY 2024-25 Percent of Planned Maximum Projected FY 2024-25 Series Average Residential Appraised Special Tax Special Projected 2023 Value -to - Value -to -Lien Units (1 Value Revenue Tax Levy (2) Tax Levy Bonds (3)* Lien* Greaterthan6:1 126 $62,300,000 $705,777 $560,484 49.9% $8,981,105 6.94 4:1 to 6:1 118 48,770,000 662,376 562,843 50.1 9,018,895 5.41 Less than 4:1 0 0 0 0 0.0 0 n/a Total 244 $111,070,000 $1,368,153 $1,123,327 100.0% $18,000,000 6.17 * Preliminary, subject to change. (1) Based on Attachment 1 of the Rate and Method of Apportionment. (2) The projected fiscal year 2024-25 special tax levy is subject to change in additional building permits are issued before June 30, 2024. (3) Allocated based on the share of the projected fiscal year 2024-25 special tax levy. Source: Integra Realty Resources; Underwriter; Goodwin Consulting Group, Inc. In comparing the appraised value of the real property within the Improvement Area No. 5 and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within Improvement Area No. 5 cannot be foreclosed upon as a whole to pay delinquent Special Taxes -46- 404 of the owners of such parcels within Improvement Area No. 5 unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels. Other public agencies whose boundaries overlap those of Improvement Area No. 5 could, without the consent of the City and in certain cases without the consent of the owners of the land within Improvement Area No. 5, impose additional taxes or assessment liens on the land within Improvement Area No. 5. The lien created on the land within Improvement Area No. 5 through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Merchant Builders or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within Improvement Area No. 5, however, will be subordinate to the lien of the Special Tax. Overlapping Liens and Priority of Lien The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within Improvement Area No. 5, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area No. 5. Such lien is co -equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area No. 5. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co- equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 5. -47- 405 Set forth in the following table is an overlapping debt table showing the existing authorized indebtedness payable with respect to property within Improvement Area No. 5. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. Table 3 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Overlapping Bonded Debt as of October 1, 2023 2023-24 Assessed Valuation: $36,676,491 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: Alameda County General Obligation Bonds Bay Area Rapid Transit District General Obligation Bonds Chabot -Las Positas Community College District G. O. Bonds Dublin Unified School District General Obligation Bonds East Bay Regional Park District General Obligation Bonds City of Dublin Community Facilities District No. 2015-1, I.A. No. 5 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT OVERLAPPING GENERAL FUND DEBT: Alameda County General Fund Obligations Dublin Unified School District General Fund Obligations City of Dublin General Fund Obligations TOTAL OVERLAPPING GENERAL FUND DEBT % Applicable 0.009% 0.004 0.022 0.164 0.006 100. 0.009% 0.164 0.164 Debt 11/1/23 $ 45,488 88,822 156,525 1,237,786 8,303 0 (1) $1,536,924 $ 64,661 41,933 28.502 $135,096 COMBINED TOTAL DEBT $1,672,020 (2) (1) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations. Ratios to 2023-24 Assessed Valuation: Direct Debt ($0) 0.00% Total Direct and Overlapping Tax and Assessment Debt 4.19% Combined Total Debt 4.56% (1) Excludes Bonds to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations. Source: California Municipal Statistics, Inc. There can be no assurance that the Developer, the Brookfield Merchant Builder, Lennar Homes, their respective affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities, however no other special districts are currently contemplated by the City or the Developer. Private liens, such as deeds of trust securing loans obtained by the Developer, may be placed upon property in Improvement Area No. 5 at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. -48- 406 Estimated Tax Burden The following table sets forth estimated Fiscal Year 2023-24 sample tax bills for various types of property expected to be built and sold to individual homeowners within Improvement Area No. 5. Table 4 City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Estimated Fiscal Year 2023-24 Sample Tax Bills Assumptions Base Sales Price (1) Homeowners Exemption Net Assessed Value Ad Valorem Taxes (2) General Tax Levy County Wide GO Bonds School Unified School Comm Coll Fld Zn 7 State Wtr Bay Area Rapid Transit East Bay Regional Park Total Ad Valorem Taxes Direct Charges (3) Mosq MSR K 1982 CSA Paramedic Vec Cntrl Measure A 84 Paramedic Supplement SFBRA Measure AA 2019DUSD Measure E Haz Waste Program Vector Cntrl Asmt Mosquito Asmt 2008 East Bay Trail LLD IA 5 CFD No. 2015-1 - Facilities (4) CFD No. 2017-1 - Services (4) Total Direct Charges Total Taxes and Direct Charges Percentage of Base Sales Price Rate 1.0000% 0.0088 0.1612 0.0416 0.0267 0.0134 0.0057 1.2574% Single Family > 2,300 sf $1,510,000 ($7,000) $1,503,000 Amount $15,030 132 2,423 625 401 201 86 $18,899 Amount $2 $39 $6 $10 $12 $96 $7 $6 $3 $6 $5,715 $72 $5,974 $24,872 1.65% Multi -Family > 1,800 sf $1,217,500 ($7,000) $1,210,500 Amount $12,105 107 1,951 504 323 162 69 $15,221 Amount $2 $39 $6 $10 $12 $96 $7 $6 $3 $6 $4,007 $61 $4,254 $19,475 1.60% (1) The smallest single family detached unit included in the appraisal starts at 2,565 square feet and the smallest multi -family unit included in the appraisal starts at 2,254 square feet. (2) Based on the fiscal year 2023-24 ad valorem tax rates for the tax rate area within the CFD. Ad valorem tax rates are subject to change in future years. (3) Based on the fiscal year 2023-24 charges identified on Alameda County -issued property tax bills. Charges subject to change in future years. (4) Represents the maximum special tax rate in fiscal year 2023-24. Sources: Alameda County Tax Collector's Website; Integra Realty Resources; Goodwin Consulting Group, Inc. -49- 407 SPECIAL RISK FACTORS The purchase of the Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following is a description of certain risk factors affecting Improvement Area No. 5, the property owners in Improvement Area No. 5, the parcels subject to the levy of Special Tax and the payment of and security for the Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following factors along with all other information in this Official Statement in evaluating the investment quality of the Bonds. There can be no assurance that other risk factors will not become material in the future. Limited Obligation of the City to Pay Debt Service The City has no obligation to pay principal of and interest on the Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the Bonds. The Bonds are not general obligations of the City but are limited obligations of the City and Improvement Area No. 5 payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property subject to the Special Tax in the event of a foreclosure. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." Any tax for the payment of the Bonds will be limited to the Special Taxes to be collected within the jurisdiction of Improvement Area No. 5. Neither the faith and credit nor the taxing power of the City or the State of California or of any of their respective political subdivisions is pledged to the payment of the Bonds. Special Tax Not a Personal Obligation An owner of property in Improvement Area No. 5 is not personally obligated to pay the Special Tax attributable to the property in Improvement Area No. 5. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner of any property to pay. If the value of the property is not sufficient for the payment of debt service on the Bonds, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the Bonds have no recourse against the owner, such as filing a lawsuit to collect money. Concentration of Ownership Nearly all of the land within Improvement Area No. 5 is currently owned by the Developer and the Merchant Builders. The lack of diversity in ownership of property in Improvement Area No. 5, and the consequent lack of diversity in the obligation to pay the Special Tax levied in Improvement Area No. 5, represents significant risk to the owners of the Bonds in that the ability of the Developer and the Merchant Builders to pay the Special Tax levied on property they own will depend, in part, on the successful sales of lots and homes in Improvement Area No. 5. Failure of the current owners, or any future owners, of significant property subject to the Special Taxes in Improvement Area No. 5 to pay installments of Special Taxes when due could -50- 408 cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet obligations on the Bonds. For a description of the Developer and the Merchant Builders, see "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes." In that event, there could be a delay or failure in payments on the Bonds. See "SPECIAL RISK FACTORS — Bankruptcy and Foreclosure Delays" below and "SECURITY FOR THE BONDS — Delinquent Payments; Covenant for Superior Court Foreclosure." Development of undeveloped property within Improvement Area No. 5 may be subject to unexpected delays, disruptions and changes which may affect the willingness and ability of the Developer or landowner to pay the Special Taxes when due. Certain infrastructure improvements remain to be completed in order to complete construction of all of the homes in Improvement Area No. 5. No assurance can be given that the remaining proposed residential development will be partially or fully completed, and for purposes of evaluating the investment quality of the Bonds, prospective purchasers should consider the possibility that such parcels will remain vacant and only partially improved. Levy and Collection of the Special Tax General. The principal source of payment of principal of and interest on the Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area No. 5. Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds. In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the Bonds, and certainly not a direct relationship. Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected: -51- 409 Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels. Property Tax Delinquencies. Under provisions of the Act, the Special Tax, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are being billed to the property within Improvement Area No. 5 on the regular property tax bills sent to owners of the parcels. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. For a summary of recent Special Tax collection and delinquency rates in Improvement Area No. 5, see "VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5" herein. Insufficiency of Special Taxes In order to pay debt service on the Bonds, it is necessary that the Special Tax levied against taxable parcels within Improvement Area No. 5 be paid in a timely manner. The City has established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt service on the Bonds to the extent Special Taxes are not paid on time and other funds are not available. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Reserve Fund" and APPENDIX C — Summary of Certain Provisions of the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, the City has covenanted to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the limitation that the City may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Special Tax rates permitted under the Rate and Method. In addition, the Act imposes certain limitations on increases in Special Taxes on residential parcels as a consequence of delinquencies in payment of the Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Taxes." Consequently, if a delinquency occurs, the City may be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of the Maximum Special Tax rates. If such defaults were to continue in successive years, the Reserve Fund could be depleted and a default on the Bonds would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes. The City has made certain covenants regarding the institution of foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of delinquent Special Taxes to protect its security interest. Appraised Values -52- 410 The Appraisal estimates the market value of the taxable property within Improvement Area No. 5. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. Prospective purchasers of the Bonds should not assume that the land within Improvement Area No. 5 could be sold for the appraised amount described in the Appraisal at a foreclosure sale for delinquent Special Taxes the City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser. The City makes no representation as to the accuracy of the Appraisal. The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information. In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, as well as the hypothetical condition of the Authorized Improvements having been completed, as set forth in the Appraisal (see APPENDIX B hereto). The improvements to be financed by the Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place). In addition, the opinion of market value in the Appraisal is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present. No assurance can be given that any of the appraised property in Improvement Area No. 5 could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes. A significant portion of the Special Tax is expected to initially be levied on Undeveloped Property with low value to Bond burden values. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale. The City is not obligated and does not expect to be a bidder at any such foreclosure sale. Value -to -Lien Ratios Value -to -lien ratios have traditionally been used in land -secured bond issues as a measure of the "collateral" supporting the willingness of property owners to pay their special taxes and assessments (and, in effect, their general property taxes as well). The value -to -lien ratio is mathematically a fraction, the numerator of which is the value of the property (usually either the assessed value or a market value as determined by an appraiser) and the denominator of which is the "lien" of the assessments or special taxes as represented by the principal amount of bonds repaid by such assessment or special tax. A value -to -lien ratio should not, however, be viewed as a guarantee of credit -worthiness. Land values are especially sensitive to economic cycles. A downturn of the economy may depress land values and hence the value -to -lien ratios. Further, the value -to -lien ratio typically cited for a bond issue is an average. Individual parcels in a community facilities district may fall above or below the average, sometimes even below a 1:1 -53- 411 ratio (with a ratio below 1:1, the land is worth less than the unpaid principal of the bonded debt allocable to it). Although judicial foreclosure proceedings can be initiated rapidly, the process can take several years to complete, and the bankruptcy courts may impede the foreclosure action. Finally, local agencies may form overlapping community facilities districts or assessment districts. Such local agencies typically do not coordinate their bond issuances. Debt issuance by an entity other than the City for Improvement Area No. 5 can therefore dilute value -to -lien ratios. Exempt Properties Certain properties are exempt from the Special Tax in accordance with the Rate and Method. In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within Improvement Area No. 5 acquired by a public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested. In particular, insofar as the Act requires payment of the Special Tax by a federal entity acquiring property within Improvement Area No. 5, it may be unconstitutional. If for any reason property within Improvement Area No. 5 becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Special Tax, the Special Tax will be reallocated to the remaining taxable properties within Improvement Area No. 5. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within Improvement Area No. 5 becomes exempt from the Special Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the Bonds when due and a default would occur with respect to the payment of such principal and interest. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax. Property Values and Property Development The value of taxable property within Improvement Area No. 5 is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of the Special Tax, the City's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land values could be adversely affected by economic and other factors beyond the City's control including, without limitation, a general economic downturn, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, destruction of property caused by earthquake, flood, wildfires, or other natural disasters, environmental pollution or contamination, inability to obtain necessary permits or agreements with governmental entities, or unfavorable economic conditions. -54- 412 The Appraisal (which is set forth in APPENDIX B to this Official Statement) is based on certain assumptions made by the Appraiser in estimating the market value of the property within Improvement Area No. 5 as of the date indicated. No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See "Appraised Values" above. Neither the District nor the City has evaluated development risks related to the development of land in Improvement Area No. 5. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, Improvement Area No. 5 is issuing the Bonds without regard to any such evaluation. Thus, the creation of Improvement Area No. 5 and the issuance of the Bonds in no way implies that Improvement Area No. 5 or the City has evaluated these risks or the reasonableness of these risks. The following is a discussion of specific risk factors that could affect the timing or scope of property development in Improvement Area No. 5 or the value of property in Improvement Area No. 5. Land Development. Land values are influenced by the level of development in the area in many respects. First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the Owners of the Bonds should it be necessary for the City to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes. Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 - Value to Special Tax Burden Ratios." No assurance can be given that the proposed development within Improvement Area No. 5 will be completed, and in assessing the investment quality of the Bonds, prospective purchasers should evaluate the risks of non -completion. Neither the Developer nor any other person provides any assurances that the project currently envisioned for the land in Improvement Area No. 5 will be completed, or that sources of financing that will actually be available to the Developer will be sufficient to complete such projected development. The Developer has no obligation to the City or to owners of the Bonds to complete the project. Risks of Real Estate Investment Generally. Continuing development of land within Improvement Area No. 5 may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in Improvement Area No. 5 may also be affected by development in surrounding areas, which may compete with the development. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance -55- 413 that proposed land development operations within Improvement Area No. 5 will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within Improvement Area No. 5 will not be adversely affected by these risks. Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in Improvement Area No. 5 may also be adversely affected by the application of laws protecting endangered or threatened species. Hazardous Substances and Groundwater Quality. Any discovery of a hazardous substance detected on property within Improvement Area No. 5 would affect the marketability and the value of some or all of the property in Improvement Area No. 5. In that event, the owners and operators of a parcel within Improvement Area No. 5 may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws. State law with regard to hazardous substances are also applicable to property within Improvement Area No. 5 and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within Improvement Area No. 5 by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel. Although the City is not aware that the owner (or operator) of any of the property within Improvement Area No. 5 has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area No. 5 resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within Improvement Area No. 5 that is realizable upon a foreclosure sale. The City has not independently verified, but is not aware of, the presence of any hazardous substances within Improvement Area No. 5. As discussed elsewhere in this Official Statement, the SFRWQCB sent the Developer a letter, dated November 5, 2018, regarding results of testing groundwater from a particular area of the Boulevard Project, and requiring the Developer take certain actions in connection therewith. The letter required that the Developer submit a workplan and schedule to complete site -56- 414 characterization and develop a conceptual site model for volatile organic compounds, including trichloroethylene, in groundwater, soil, and soil vapor at the project site. In response to that directive, the Developer conducted extensive testing of soil, soil vapor, and groundwater. The work was documented in the Site Characterization, Conceptual Site Model and Health Risk Assessment Report submitted to and approved by the SFRWQCB. On September 29, 2023, the SFRWQCB issued a "No Further Action" determination that covers the Improvement Area No. 5 property. See "THE BOULEVARD PROJECT — Groundwater Testing Required by SFRWQCB." Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. The discovery of an endangered plant or animal could delay development of undeveloped property in Improvement Area No. 5 or reduce the value of such property. Other Possible Claims Upon the Value of Taxable Property While the Special Taxes are secured by the taxable property in Improvement Area No. 5, the security only extends to the value of such property that is not subject to priority and parity liens and similar claims. The table in the section entitled "APPRAISED VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — Overlapping Liens and Priority of Lien" shows the presently outstanding amount of governmental obligations (with stated exclusions), the tax or assessment for which is or may become an obligation of one or more of the parcels of taxable property. The table also states the additional amount of general obligation bonds the tax for which, if and when issued, may become an obligation of one or more of the parcels of taxable property. The table does not specifically identify which of the governmental obligations are secured by liens on one or more of the parcels of taxable property. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area No. 5. Other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the Bonds. The City has no control over the ability of other entities to issue indebtedness secured by special taxes or assessments payable from all or a portion of the taxable property within Improvement Area No. 5 subject to the levy of the Special Tax. The imposition of additional indebtedness could reduce the willingness and the ability of the property owners within Improvement Area No. 5 to pay the Special Taxes when due. In general, as long as the Special Tax is collected on the County tax roll, the Special Tax and all other taxes, assessments and charges also collected on the tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro rata basis. Although the Special Taxes will generally have priority over non -governmental liens on a parcel of Taxable Property, regardless of whether the -57- 415 non -governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. Bankruptcy and Foreclosure Delays The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in "SECURITY FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure" and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County. If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure." No assurances can be given that a taxable parcel in Improvement Area No. 5 that would be subject to a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale and the City has not in any way agreed nor does it expect to be such a bidder. The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within Improvement Area No. 5. The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax may also be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Special Tax to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Other laws generally affecting creditors' rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay -58- 416 in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service. To the extent that property in Improvement Area No. 5 continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the Bonds on a timely basis. No Acceleration Provisions The Bonds do not contain a provision allowing for their acceleration in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement or in the event interest on the Bonds becomes included in gross income for federal income tax purposes. Under the Fiscal Agent Agreement, a Bondowner is given the right for the equal benefit and protection of all Bondowners similarly situated to pursue certain remedies. So long as the Bonds are in book -entry form, DTC will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bond holders, in accordance with its procedures and rules. Loss of Tax Exemption As discussed under the caption "LEGAL MATTERS — Tax Exemption," interest on the Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement. Neither the Bonds nor the Fiscal Agent Agreement contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest on the Bonds were to become includable in gross income for purposes of federal income taxation, the Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to optional redemption, mandatory sinking fund redemption or special mandatory redemption upon prepayment of the Special Taxes. In addition, Congress is or may be considering in the future legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The City can provide no assurance that federal tax law will not change while the Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. If the exclusion of interest on the Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the Bonds would be adversely impacted. Enforceability of Remedies The remedies available to the Fiscal Agent and the registered owners of the Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often -59- 417 subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement. No Secondary Market No representation is made concerning any secondary market for the Bonds. There can be no assurance that any secondary market will develop for the Bonds. Investors should understand the long-term and economic aspects of an investment in the Bonds and should assume that they will have to bear the economic risks of their investment to maturity. An investment in the Bonds may be unsuitable for any investor not able to hold the Bonds to maturity. Disclosure to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The City has caused a Notice of Special Tax Lien to be recorded in the Office of the Recorder for the County against the real property in Improvement Area No. 5. Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing real property within Improvement Area No. 5 or lending money thereon, as applicable. California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due. IRS Audit of Tax -Exempt Bond Issues The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of such Bonds might be affected as a result of such an audit of such Bonds (or by an audit of similar bonds or securities). -60- 418 Voter Initiatives From time to time, initiative measures qualify for the State ballot pursuant to the State's constitutional initiative process and those measures could be adopted by State voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increase appropriations or on the ability of the landowners to complete the development of Improvement Area No. 5. See "Property Values and Property Development" above. Under the State Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010. Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as Improvement Area No. 5. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter -approved initiatives, possibly to the extent of creating cash -flow problems in the payment of outstanding obligations such as the Special Tax Bonds. Proposition 218—Voter Approval for Local Government Taxes —Limitation on Fees, Assessments, and Charges —Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property -related fees and charges. On November 2, 2010, State voters approved Proposition 26, entitled the "Supermajority Vote to Pass New Taxes and Fees Act". Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as "fees." Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes ("special taxes") require a two-thirds vote. The Special Taxes and the Bonds were each authorized by a vote of the property owners in existence at the time that the property was annexed into Improvement Area No. 5, who constituted the qualified electors at the time of such voted authorization. Improvement Area No. 5 believes, therefore, that issuance of the Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26. Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on Improvement Area No. 5 can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted. -61- 419 Case Law Related to the Mello -Roos Act On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the "CCFD") established by the City of San Diego. The CCFD is a financing district established under San Diego's city charter (the "Charter") and was intended to function much like a community facilities district established under the Act. The CCFD was comprised of all of the real property in the entire city. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel. At the election to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote. This definition of the qualified electors of the CCFD was based on Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax. The San Diego Court held that the CCFD special tax election did not comply with its Charter and with applicable provisions of the State Constitution -- specifically Article XIIIA, section 4 ("Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district ....") and Article XIIIC, section 2(d) ("No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.") -- because the electors in the CCFD election should have been the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego). As to Improvement Area No. 5, there were no registered voters within Improvement Area No. 5 at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it was not addressing the validity of a landowner election to impose special taxes on property pursuant to the Act in situations where there are fewer than 12 registered voters. Therefore, by its terms, the San Diego Court's holding does not apply to the special tax election in Improvement Area No. 5. Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Act may be challenged by a third party, which time period has now passed. Natural Disasters The value of the parcels in Improvement Area No. 5 in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in Improvement Area No. 5 and the continued habitability and enjoyment of such private improvements. For example, the areas in and surrounding Improvement Area No. 5, like those in much of the State, may be subject to earthquakes or other unpredictable seismic activity. According to the Seismic Safety Commission, District is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, Improvement Area No. 5 is located in a Fault -Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. -62- 420 Other natural disasters could include, without limitation, landslides, floods, wildfires, droughts or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate. Wildfires. Many areas of northern California have suffered from major wildfires in recent years, including numerous wildfires in northern California in 2020, 2021 and 2022. In addition to their direct impact on health and safety and property damage in California, the smoke from many of these wildfires has impacted the quality of life throughout the region, and the City and may have short-term and future impacts on commercial activity in the City. The fires have been driven in large measure by drought conditions and low humidity. Experts expect that California will continue to be subject to wildfire conditions year over year as a result in changing weather patterns due to climate change. Droughts. California is subject to droughts from time -to -time. On April 1, 2015, for the first time in California's history, Governor Edmund G. Brown directed the State Water Resources Control Board to implement mandatory water reductions in cities and towns across California to reduce water usage by 25%. Following a wet winter in 2016-17, most of the mandatory water reductions were lifted, only to return again in 2021-2022 following unusually dry years. Pandemic Diseases In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak. Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases. Cyber Security The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City's efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these -63- 421 other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. Potential Early Redemption of Bonds from Prepayments Property owners within the District are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. CONTINUING DISCLOSURE The City The City has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to Improvement Area No. 5 by not later than January 15th of each year (the "City Annual Report") commencing with its report for the 2022-23 Fiscal Year (due January 15, 2024) and to provide notices of the occurrence of certain enumerated events. The first City Annual Report may consist solely of this Official Statement. The City Annual Reports and notice of a listed event will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Rule"). The specific nature of the information to be contained in the annual reports or the notices of listed events by the City is summarized in APPENDIX G-1. The City and its related entity, the Dublin Financing Authority, have previously entered into continuing disclosure undertakings under the Rule. During the past five years, the City and the Dublin Financing Authority, as applicable, have complied with their continuing disclosure obligations with respect to their bond issuances. The City has retained Goodwin Consulting Group Inc., as dissemination agent, in connection with entering into its undertaking under the Rule related to the Bonds. Dublin Crossing The information under this caption has been provided by representatives of Dublin Crossing and has not been independently confirmed or verified by the Underwriter, the City or the District. Dublin Crossing, on behalf of itself and its Affiliates (which specifically excludes the Brookfield BAH, and Lennar Homes) has also agreed for the benefit of owners of the Bonds to provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2024 (the "Dublin Crossing Periodic Reports") and to provide notices of the occurrence of certain enumerated events. The obligation of Dublin Crossing to provide such information will terminate (i) with -64- 422 respect to a neighborhood, upon the sale of such neighborhood to Lennar Homes or Brookfield BAH (as responsibility to report on such property will automatically be subject to the continuing disclosure agreement of Lennar Homes or Brookfield BAH, as applicable), (ii) with respect to a neighborhood sold to someone other than Lennar Homes or Brookfield BAH, and assuming the property sold is responsible for 20% or more of the Special Taxes within Improvement Area No. 5, upon execution of an assumption agreement by the new owner, and (iii) for the agreement as a whole, once Dublin Crossing no longer owns any taxable property in Improvement Area No. 5 (subject to (i) and (ii) above). Dublin Crossing's reporting obligation may end in certain other circumstances, as described in APPENDIX G. A default under the agreement with Dublin Crossing will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the agreement in the event of any failure of Dublin Crossing or the Dissemination agent, to comply with the agreement will be an action to compel performance. To the best of Dublin Crossing's knowledge, it has complied in all material respects with its prior continuing disclosure obligations during the past five years. Brookfield BAH The information under this caption has been provided by representatives of Brookfield BAH and has not been independently confirmed or verified by the Underwriter, the City or the District. Brookfield BAH will execute a Continuing Disclosure Agreement (the "Brookfield BAH Continuing Disclosure Agreement"), pursuant to which Brookfield BAH has agreed, on behalf of itself and its Affiliates (which specifically excludes Dublin Crossing and Lennar Homes) for the benefit of owners of the Bonds, to provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2023 (the "Brookfield BAH Periodic Reports") and to provide notices of the occurrence of certain enumerated events. Any additional property acquired by Brookfield BAH subsequent to the execution of the Brookfield BAH Continuing Disclosure Agreement will automatically be subject to the Brookfield BAH Continuing Disclosure Agreement without requiring any assumption agreement. The obligation of Brookfield BAH to provide such information is in effect only so long as the Brookfield BAH and its Affiliates are collectively responsible for 20% or more of the Special Taxes within Improvement Area No. 5. Brookfield BAH's reporting obligation may end in certain other circumstances, as described in APPENDIX G-2. A default under the agreement with Brookfield BAH will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the Brookfield BAH Continuing Disclosure Agreement in the event of any failure of Brookfield BAH or the Dissemination agent, to comply with the Brookfield BAH Continuing Disclosure Agreement will be an action to compel performance. To the best of Brookfield BAH's knowledge, it has complied in all material respects with its prior continuing disclosure obligations during the past five years. Lennar Homes The information under this caption has been provided by representatives of Lennar Homes and has not been independently confirmed or verified by the Underwriter, the City or the District. -65- 423 Lennar Homes will execute a Continuing Disclosure Agreement (the "Lennar Homes Continuing Disclosure Agreement"), pursuant to which Lennar Homes has agreed, on behalf of itself and its Affiliates (which specifically excludes Dublin Crossing and Brookfield BAH) for the benefit of owners of the Bonds, to provide certain information relating to the property it or its Affiliates owns in Improvement Area No. 5 by not later than December 15th and June 15th of each year (reflecting reported information as of a date no more than 60 days prior) beginning with the report due June 15, 2024 (the "Lennar Homes Periodic Reports") and to provide notices of the occurrence of certain enumerated events. Any additional property acquired by Lennar Homes subsequent to the execution of the Lennar Homes Continuing Disclosure Agreement will automatically be subject to the Lennar Homes Continuing Disclosure Agreement without requiring any assumption agreement. The obligation of Lennar Homes to provide such information is in effect only so long as Lennar Homes and its Affiliates are collectively responsible for 20% or more of the Special Taxes within Improvement Area No. 5. Lennar Homes' reporting obligation may end in certain other circumstances, as described in APPENDIX G-3. A default under the agreement with Lennar Homes will not, in itself, constitute an Event of Default under the Fiscal Agent Agreement, and the sole remedy under the Lennar Homes Continuing Disclosure Agreement in the event of any failure of Lennar Homes or the Dissemination agent, to comply with the Lennar Homes Continuing Disclosure Agreement will be an action to compel performance. To the actual knowledge of Lennar Homes, other than as disclosed in this Official Statement, in the last five years, Lennar Homes has not failed to comply in any material respects with its previous continuing disclosure undertakings, specifically regarding its requirement to provide developer periodic reports or to provide notice of occurrence of enumerated events. However, (i) in connection with the $16,780,000 California Municipal Finance Authority Special Tax Revenue Bonds BOLD Program Series 2020B, Lennar Homes inadvertently failed to file the initial semi-annual report by the due date of May 1, 2021, but filed a curative report on May 21, 2021; and (ii) in connection with the $5,795,000 City of Rancho Cordova Grantline 208 Community Facilities District No. 2018-1 Special Tax Bonds, Series 2021B, Lennar Homes inadvertently failed to file the initial annual report by the due date of April 1, 2022, but filed a curative report on September 21, 2022. UNDERWRITING The Bonds were purchased through negotiation by Piper Sandler & Co. (the "Underwriter"). The Underwriter agreed to purchase the Bonds at a price of $ (which is equal to the par amount of the Bonds, plus/less a [net] original issue premium/discount of $ and less the Underwriter's discount of $ ). The initial public offering prices set forth on the inside cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof. -66- 424 MUNICIPAL ADVISOR The City has retained Fieldman, Rolapp & Associates, Inc., San Francisco, California, as Municipal Advisor (the "Municipal Advisor") in connection with the planning, structuring and issuance of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the Bonds. LEGAL OPINION The validity of the Bonds and certain other legal matters are subject to the approving opinion of Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F to this Official Statement, and the final opinion will be made available to registered owners of the Bonds at the time of delivery. The fees of Bond Counsel are contingent upon the sale and delivery of the Bonds. TAX MATTERS Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. For tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded. Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon -67- 425 disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual alternative minimum taxes. Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds. California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds. -68- 426 NO RATINGS The City has not applied to a rating agency for the assignment of a rating on the Bonds and does not contemplate applying for a rating. NO LITIGATION At the time of delivery of and payment for the Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any of said documents. PROFESSIONAL FEES Fees payable to certain professionals, including Jones Hall, A Professional Law Corporation, San Francisco, California, as Bond Counsel and Disclosure Counsel, Fieldman Rolapp & Associates, as Municipal Advisor, the Trustee and the Underwriter are contingent upon the issuance of the Bonds. EXECUTION The execution and delivery of this Official Statement by the City has been duly authorized by the City Council on behalf of the District and Improvement Area No. 5. CITY OF DUBLIN By: Assistant City Manager -69- 427 APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX A-1 428 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 (includingany 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, 201 5-1 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 AuthorizedFacilities. "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 servicecoverage. "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 Taxobligation. "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 1,4 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. "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 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--I 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. MVIAXT,MVTTTM SPECIAL Tea I. 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 A collected: Land Use Single Family Detached Property Single Family Detached Property Single Family Detached Property Multi -Family Property Multi -Family Property Multi -Family Property TABLE I Developed Property Fiscal Year 2015-16 Maximum Special Taxes * Square Footage Category Residential Units greater than 2,300 Square Feet Residential Units 2,100 to 2,300 Square Feet Residential Units less than 2,100 Square Feet Residential Units greater than 1,800 Square Feet Residential Units 1,600 to 1,800 Square Feet Residential Units Less than 1,600 Square Feet Maximum Special Tax (Fiscal Year 2015-16)* $4,878 per Residential Unit $4,528 per Residential Unit $4,174 per Residential Unit $4,087 per Residential Unit $3,685 per Residential Unit $3,273 per 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 TTSF 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. ANNEXATION. 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 THF,SPFCTAT 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. J1 XF,MPTTONS 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. 1. PREPAYMENT OF SPECIAL TAX The following definitions apply to this Section I: "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 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"). 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 Creditl. 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 I.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 I.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 I.1 shall be multiplied by the percentage determined in Step 2 of this Section 1.2, 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 I.1 shall be multiplied by the percentage determined in Step 2 of this Section 1.2, 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 FORMTJLA 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) Maximum Special Tax Square Footage per Unit Land Use Category ' FY 2015-16 111 Single Family Residential Units $4,878 per Detached greater than 2,300 Residential Property Square Feet Unit Single Family Residential Units Detached 2,100 to 2,300 $4,528 per Property Square Feet Residential Unit Residential Units $4,174 per less than 2,100 Residential Square Feet Unit Single Family Detached Property Multi -Family Residential Units $4,087 per Property greater than 1,800 Residential Square Feet Unit Multi -Family Residential Units $3,685 per Property 1,600 to 1,800 Residential Square Feet Unit Multi -Family Residential Units $3,273 per Property less than 1,600 Residential Square Feet Unit Figures Included in Adopted RMA Expected Expected Maximum Number Special Tax of Units Revenues [il 34 $165,852 36 $163,008 34 $141,916 93 $380,091 95 93 Expected Maximum Special Tax Revenues (FY 2015-16 $) Less: Special Tax Buffer (2015-16'$) (4% of Expected Max Special Tax Revenues) Net Special Tax Revenues Available for Bond Sizing (FY 2015-16 $) $350,075 $304,389 $1,505,331 ($60,213) $1,445,118 Revised Figures Upon Annexation l Expected Expected Maximum Number Special Tax of Units Revenues [1] 62 $302,436 0 $0 0 $0 182 $743,834 0 $0 0 $0 $1,046,270 ($41,851) $1,004,419 [1]: On July 1, 2016 and each July 1 thereafter, all dollar amounts shown above shall be increased by two percent (2%) of the amount in effect in the previous Fiscal Year. Acres of Public Property Acres of Homeowners Association Property Acres of Non -Residential Property Public Facilities Requirement (2015$) Al Formation 0.00 Acres 14.72 Acres 0.00 Acres Upon Annexation 0.00 Acres 10.15 Acres 0.00 Acres $21,000,000 $14,600,000 APPENDIX B THE APPRAISAL B-1 445 Integra Realty Resources Sacramento/San Francisco Appraisal of Real Property City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 244 Single -Family Units/Lots Horizon Pky. Dublin, Alameda County, California 94568 Prepared For: City of Dublin Date of the Report: November 6, 2023 Report Format: Appraisal Report IRR - Sacramento/San Francisco File Number: 193-2023-0413 irr 446 Subject Photographs City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 Horizon Pky. Dublin, California 447 Aerial Photograph 448 Integra Realty Resources Sacramento November 6, 2023 590 Menlo Drive Suite 1 Rocklin, CA 95765 Mr. Jay Baksa Assistant Administrative Services Director City of Dublin 100 Civic Plaza Dublin, CA 94568 T 916.435.3883 F 916.435.4774 www.irr.com SUBJECT: Market Value Appraisal City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 Horizon Pky. Dublin, Alameda County, California 94568 IRR - Sacramento/San Francisco File No. 193-2023-0413 Dear Mr. Baksa: Integra Realty Resources — Sacramento/San Francisco is pleased to submit the accompanying appraisal of the referenced property. The purpose of the Appraisal Report is to develop an opinion of the market value, subject to a hypothetical condition, pertaining to the fee simple interest in the taxable properties within the boundaries of Improvement Area (IA) No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1 (IA No. 5)"), under the conditions and assumptions set forth in the attached Appraisal Report. The client for the assignment is City of Dublin and the intended use of the report is for bond underwriting purposes. The appraised properties represent the taxable parcels in Improvement Area (IA) No. 5, subject to the lien of the Special Taxes of the CFD No. 2015-1, a portion of the Dublin Crossing (now referred to, marketed, as "Boulevard") master planned community. Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) being developed by Lennar Homes and Brookfield Homes within three product lines further described herein. Any properties within the boundaries of CFD No. 2015-1 (IA No. 5) not subject to the Lien of the Special Tax securing the Bonds (e.g., public and quasi - public land use sites) are not a part of this appraisal. Boulevard is generally located at the 449 Mr. Jay Baksa City of Dublin November 6, 2023 Page 2 northwest quadrant of Dublin Boulevard and Arnold Road. A more detailed discussion of the appraised properties are located in the attached Appraisal Report. We have been requested to provide a market value of the appraised properties by ownership, as well as a cumulative, or aggregate, value of the properties, as of the date of value, which accounts for the impact of the Lien of the Special Tax securing the City of Dublin Community Facilities District No. 2015-1 (Improvement Area No. 5), Special Tax Bonds. Please note the cumulative, or aggregate, value is not the market value of the appraised properties in bulk. As defined by The Dictionary of Real Estate Appraisal, an aggregate value is the "total of multiple market value conclusions." For purposes of this Appraisal Report, market value is estimated by owner. The estimates of market value provided assume a transfer would reflect a cash transaction or terms considered to be equivalent to cash. The estimates are also premised on an assumed sale after reasonable exposure in a competitive market under all conditions requisite to a fair sale, with buyer and seller acting prudently, knowledgeably, for their own self-interest and assuming neither is under duress. The Appraisal Report is intended to conform with the Uniform Standards of Professional Appraisal Practice (USPAP) and the Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (2004). Standards Rule 2-2 (Content of a Real Property Appraisal Report) contained in the Uniform Standards of Professional Appraisal Practice (USPAP) requires each written real property appraisal report to be prepared as either an Appraisal Report or a Restricted Appraisal Report. This report is prepared as an Appraisal Report as defined by USPAP under Standards Rule 2-2(a), and incorporates practical explanation of the data, reasoning, and analysis that were used to develop the opinion of value. Based on the valuation analysis in the accompanying report, and subject to the definitions, assumptions, and limiting conditions expressed in the report, the concluded opinions of value, as of October 4, 2023, are as follows: Value Conclusion Appraisal Premise Market Value, Subject to a Hypothetical Condition Brookfield Bay Area Holdings, LLC Lennar Homes of California, LLC Dublin Crossing, LLC* Various Homeowners Cumulative, or Aggregate, Value of IA No. 5 Interest Appraised Fee Simple Date of Value October 4, 2023 Value Conclusion $18,910,000 $20,625,000 $67,005,000 $4,530,000 $111,070,000 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. irr 450 Mr. Jay Baksa City of Dublin November 6, 2023 Page 3 Extraordinary Assumptions and Hypothetical Conditions The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our value conclusions. None The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to known fact on the effective date of the appraisal but is supposed for the purpose of analysis. 1. We have been requested to estimate the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of IA No. 5 of CFD No. 2015-1 as of the effective date of value (October 4, 2023), subject to the hypothetical condition proceeds from the Special Tax Bonds are available to reimburse for public improvements completed. If you have any questions or comments, please contact the undersigned. Thank you for the opportunity to be of service. Respectfully submitted, Integra Realty Resources - Sacramento/San Francisco Eric Segal, MAI Certified General Real Estate Appraiser #AG026558 Telephone: 916-435-3883, ext. 228 Email: esegal@irr.com Sara Gilbertson, MAI Certified General Real Estate Appraiser #3002204 Telephone: 916.435.3883, ext. 248 Email: sgilbertson@irr.com Kevin Ziegenmeyer, MAI Certified General Real Estate Appraiser #AG013567 Telephone: 916-435-3883, ext. 224 Email: kziegenmeyer@irr.com irr 451 Table of Contents Executive Summary Identification of the Appraisal Problem Subject Description Sale History Appraisal Purpose Value Type Definitions Property Rights Definitions Client and Intended User(s) Intended Use Applicable Requirements Report Format Prior Services Appraiser Competency Scope of Work Economic Analysis Area Analysis —Alameda County Surrounding Area Analysis Residential Market Analysis Property Analysis Land Description and Analysis Real Estate Taxes Highest and Best Use Valuation Valuation Methodology Market Valuation — Smallest Floor Plans Residential Lot Valuation Land Residual Analysis Sales Comparison Approach Market Valuation by Owner Final Opinion of Value 1 2 2 3 3 4 4 4 5 5 5 5 5 6 8 8 14 19 27 27 45 46 49 49 50 59 59 74 83 85 Exposure Time 85 Marketing Time 85 Certification 86 Assumptions and Limiting Conditions 88 Addenda A. B. C. D. E. F. Appraiser Qualifications IRR Quality Assurance Survey Definitions Preliminary Title Reports Value by Parcel Comparable Data City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 452 Executive Summary 1 Executive Summary Property Name City of Dublin CFD No. 2015-1 Improvement Area No. 5 Address Horizon Pky. Dublin, Alameda County, California 94568 Property Type Residential Land -Single Family Development Land Owner of Record Brookfield Bay Area Holdings, LLC (Brookfield); Lennar Homes of California, LLC (Lennar); Dublin Crossing, LLC (master developer) and Individual Homeowners Tax ID 986-64-01 through -88; 986-76-01 through -33; 986-77-01 through -43; and 986- 78-01 through -56 Zoning Designation Dublin Crossing Specific Plan Highest and Best Use Single-family residential development Exposure Time; Marketing Period 12 months; 12 months Date of the Report November 6, 2023 The values reported above are subject to the definitions, assumptions, and limiting conditions set forth in the accompanying report of which this summary is a part. No party other than City of Dublin and the associated Finance Team may use or rely on the information, opinions, and conclusions contained in the report. It is assumed that the users of the report have read the entire report, including all ofthe definitions, assumptions, and limiting conditions contained therein. Value Conclusion Appraisal Premise Interest Appraised Date of Value Market Value, Subject to a Hypothetical Condition Fee Simple October 4, 2023 Brookfield Bay Area Holdings, LLC Lennar Homes of California, LLC Dublin Crossing, LLC* Various Homeowners Cumulative, or Aggregate, Value of IA No. 5 Value Conclusion $18,910,000 $20,625,000 $67,005,000 $4,530,000 $111,070,000 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. Extraordinary Assumptions and Hypothetical Conditions The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our value conclusions. None The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to known fact on the effective date of the appraisal but is supposed for the purpose of analysis. 1. We have been requested to estimate the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of IA No. 5 of CFD No. 2015-1 as of the effective date of value (October 4, 2023), subject to the hypothetical condition proceeds from the Special Tax Bonds are available to reimburse for public improvements completed. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 453 Identification of the Appraisal Problem 2 Identification of the Appraisal Problem Subject Description The appraised properties represent the taxable parcels in Improvement Area (IA) No. 5, subject to the lien of the Special Taxes of the CFD No. 2015-1, a portion of the Dublin Crossing (now referred to, marketed, as "Boulevard") master planned community. Improvement Area No. 5 consists of 244 residential units/lots (62 detached and 182 attached) being developed by Lennar Homes and Brookfield Homes within three product lines further described herein. Any properties within the boundaries of CFD No. 2015-1 (IA No. 5) not subject to the Lien of the Special Tax securing the Bonds (e.g., public and quasi -public land use sites) are not a part of this appraisal. Boulevard is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. A summary of the appraised properties' unit counts by builder is provided in the table below. Improvement Area (IA) 5 Summary by Ownership No. of Owner Builder Neighborhood Project Name Product Type Units Brookfield Bay Area Holdings, LLC Brookfield Homes 21 Ivy Detached 4-Pack 31 22 Vine Attached RowTownhomes 0 31 Lennar Homes of California, LLC Lennar Homes 23 Avalon Attached Carriage RowTownhomes 55 55 Dublin Crossing, LLC* Master Developer 21 Ivy Detached 4-Pack 28 22 Vine Attached RowTownhomes 92 23 Avalon Attached Carriage RowTownhomes 35 155 Various Homeowners Individual Homeowners 21 Ivy Detached 4-Pack 3 23 Avalon Attached Carriage RowTownhomes 0 3 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. ^ The subject lots will transfer from the Master Developer to each merchant builders, Brookfield Homes and Lennar Homes, with takedown closing dates scheduled between November 2023 and December 2025. As of the date of value, three of the Ivy units have sold and transferred to individual homeowners. A summary of lot status is provided in the following table. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 454 Identification of the Appraisal Problem 3 Project Name Ivy Vine Avalon Improvement Area (IA) 5 Lot Status Summary Total No. Builder of Units Brookfield Homes 62 Brookfield Homes 92 Lennar Homes 90 244 Neighborhood 21 22 23 *Building Permit issued, includes models Closed to Homeowner 3 0 0 3 Sold/ In Contract 20 0 9 29 Remaining Under to be Sold Construction* 39 26 92 0 81 70 212 96 Legal descriptions of the property were provided and are included in the Addenda. Property Identification Property Name Address Tax ID Owner of Record City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 Horizon Pky. Dublin, California 94568 986-64-01 through -88; 986-76-01 through -33; 986-77-01 through -43; and 986-78-01 through -56 Brookfield Bay Area Holdings, LLC (Brookfield); Lennar Homes of California, LLC (Lennar); Dublin Crossing, LLC (master developer) and Individual Homeowners Sale History The most recent closed sales of the subject are summarized as follows: Improvement Area (IA) 5 Sale History Summary Project Name Ivy Avalon Neighborhood 21 Builder Brookfield Homes 23 Lennar Homes No. of Units 10 12 12 34 Sale Date Feb-23 Apr-23 Aug-23 Sale Price $5,345,390 $6,414,468 $7,530,096 15 Mar-23 $3,736,770 10 Mar-23 $2,491,180 10 Jun-23 $2,959,260 20 Sep-23 $7,095,860 55 Price per Unit $534,539 $534,539 $627,508 $249,118 $249,118 $295,926 $354,793 Development Status Finished Finished Finished Finished Finished Finished Finished Based on our analysis herein, it is determined these transactions are consistent with the market. To the best of our knowledge there have been no other sales of the subject property within the last three years and the subject is not currently being marketed for sale. Appraisal Purpose The purpose of the Appraisal Report is to develop an opinion of the market value, subject to a hypothetical condition, pertaining to the fee simple interest in the taxable properties within the irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 455 Identification of the Appraisal Problem 4 boundaries of Improvement Area (IA) No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) ("CFD No. 2015-1 (IA No. 5)"), under the conditions and assumptions set forth in the attached Appraisal Report as of the effective date of the appraisal, October 4, 2023. The market value of the appraised properties by owner, as well as a cumulative, or aggregate, value of the properties, as of the date of value, accounts for the impact of the Lien of the Special Tax securing CFD 2015-1 (IA No. 5), Special Tax Bonds. The date of the report is November 6, 2023. The appraisal is valid only as of the stated effective date or dates. Value Type Definitions The definitions of the value types applicable to this assignment are summarized below. Market Value The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. Buyer and seller are typically motivated; 2. Both parties are well informed or well advised, and acting in what they consider their own best interests; 3. A reasonable time is allowed for exposure in the open market; 4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.' Property Rights Definitions The property rights appraised which are applicable to this assignment are defined as follows. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.2 Client and Intended User(s) The client is City of Dublin. The intended users are City of Dublin and the associated Finance Team. No party or parties beyond the clients associated finance team may use or rely on the information, opinions, and conclusions contained in this report; however, this appraisal report may be included in the offering document provided in connection with the issuance and sale of the Bonds. 1 Code of Federal Regulations, Title 12, Chapter I, Part 34.42[h]; also Interagency Appraisal and Evaluation Guidelines, Federal Register, 75 FR 77449, December 10, 2010, page 77472 2 Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015) irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 456 Identification of the Appraisal Problem 5 Intended Use The intended use of the appraisal is for bond underwriting purposes. The appraisal is not intended for any other use. Applicable Requirements This appraisal report conforms to the following requirements and regulations: • Uniform Standards of Professional Appraisal Practice (USPAP); • Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute; • Applicable state appraisal regulations; • Interagency Appraisal and Evaluation Guidelines issued December 10, 2010; • Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (CDIAC) (2004). Report Format Standards Rule 2-2 (Content of a Real Property Appraisal Report) contained in the Uniform Standards of Professional Appraisal Practice (USPAP) requires each written real property appraisal report to be prepared as either an Appraisal Report or a Restricted Appraisal Report. This report is prepared as an Appraisal Report as defined by USPAP under Standards Rule 2-2(a), and incorporates practical explanation of the data, reasoning, and analysis used to develop the opinion of value. Prior Services USPAP requires appraisers to disclose to the client any other services they have provided in connection with the subject property in the prior three years, including valuation, consulting, property management, brokerage, or any other services. We have not performed any services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. Appraiser Competency No steps were necessary to meet the competency provisions established under USPAP. The assignment participants have appraised several properties similar to the subject in physical, locational, and economic characteristics, and are familiar with market conditions and trends; therefore, appraiser competency provisions are satisfied for this assignment. Appraiser qualifications and state credentials are included in the addenda of this report. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 457 Scope of Work 6 Scope of Work Introduction The appraisal development and reporting processes require gathering and analyzing information about the assignment elements necessary to properly identify the appraisal problem. The scope of work decision includes the research and analyses necessary to develop credible assignment results, given the intended use of the appraisal. Sufficient information includes disclosure of research and analyses performed and might also include disclosure of research and analyses not performed. To determine the appropriate scope of work for the assignment, we considered the intended use of the appraisal, the needs of the user, the complexity of the property, and other pertinent factors. Our concluded scope of work is described below. Research and Analysis The type and extent of the research and analysis conducted are detailed in individual sections of the report. Although effort has been made to confirm the arms -length nature of each sale with a party to the transaction, it is sometimes necessary to rely on secondary verification from sources deemed reliable. Subject Property Data Sources The legal and physical features of the subject property, including size of the site, flood plain data, seismic zone designation, property zoning, existing easements and encumbrances, access and exposure, and condition of the improvements (as applicable) were confirmed and analyzed. Inspection Eric Segal, MAI, and Sara Gilbertson, MAI, completed an on -site inspection of the subject property on September 25, 2023. Kevin Ziegenmeyer, MAI, has also inspected the subject property. Valuation Methodology Three approaches to value are typically considered when developing a market value opinion for real property. These are the cost approach, the sales comparison approach, and the income capitalization approach. Use of the approaches in this assignment is summarized as follows: Approaches to Value Approach Applicability to Subject Use in Assignment Cost Approach Not Applicable Not Utilized Sales Comparison Approach Applicable Utilized Income Capitalization Approach Not Applicable Not Utilized In the analysis that follows, we first estimate the not -less -than market value of the smallest floor plan within the Ivy and Avalon product lines via the sales comparison approach to value. The (not-less- irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 458 Scope of Work 7 than) estimate of market value will be assigned to each of the completed single-family residential units sold/transferred to individual homeowners. The objective of the analysis is to estimate the base price, net of incentives, upgrades and lot, or unit location, premiums. Incentives can take the form of direct price reductions or non -price incentives such as upgrades or non -recurring closing costs. The proper application of this approach required obtaining recent sales data for comparison with the appraised homes. We will employ the sales comparison approach and land residual analysis to estimate the value of the subject's residential land components. In the land residual analysis (a variation of the cost approach and income capitalization approaches combined), all direct and indirect costs are deducted from an estimate of the anticipated gross sales price of the improved product; the resultant net sales proceeds are then discounted to present value at an anticipated rate over the development and absorption period to indicate the residual value of the lots. In the direct sales comparison approach, we adjust the prices of comparable transactions in the region based on differences between the comparable sales and the appraised properties. The values indicated by each approach will then be reconciled into an opinion of market value for the subject's various lot size categories. A typical cost approach is not included in the valuation; however, development costs are analyzed as part of the land residual analysis. In addition, the income approach is not utilized as the income potential, if any, of the subdivision would not yield a credible indicator of its value. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 459 Area Analysis -Alameda County 8 Economic Analysis Area Analysis - Alameda County Introduction One of the nine Bay Area counties, Alameda County is located on the eastern shores of the San Francisco Bay and is bordered on the north by Contra Costa County, on the south by Santa Clara County and on the east by San Joaquin County. It encompasses 821 square miles, featuring a variety of topography and geography. A coastal plain stretches some five miles from the Bay to the base of the Berkeley Hills. The county also reaches to the top of the Berkeley Hills on their southwest side. At the south end of the hills, a gap leads to Livermore Valley, which covers most of the eastern part of the county. The coastal plain is covered with urban areas, and the cities extend high into the Berkeley Hills. Livermore Valley is less densely populated and includes areas of farmland. Alameda County enjoys a mild coastal climate with little extremes of temperature and moderate amounts of rainfall. Forests cover large areas of the Berkeley Hills, separated by grassy areas. Oakland is the county seat and most populous city in the county. Population The population of Alameda County is over 1.63 million and has declined at an average rate of 0.2% per year over the past five years. The city of Dublin has had the greatest growth in the County, with an average annual growth rate of 3.3% over the last five years. With a population of nearly 420,000, Oakland represents the largest city in the County, followed by Fremont, Hayward and Berkeley. The following table illustrates population trends for Alameda County. Population Trends City 2018 2019 2020 2021 2022 2023 %/Yr Alameda 81,195 81,457 78,815 78,250 77,437 77,287 -1.0% Albany 18,818 18,932 22,420 20,500 21,524 21,401 2.7% Berkeley 121,763 122,297 126,841 120,418 123,188 123,562 0.3% Dublin 61,488 63,890 74,211 73,009 72,374 71,750 3.3% Emeryville 12,142 12,177 12,689 12,655 12,478 12,610 0.8% Fremont 232,107 232,601 229,923 229,563 229,122 229,467 -0.2% Hayward 158,896 159,272 163,965 161,808 160,081 159,800 0.1% Livermore 90,392 90,769 87,694 87,476 85,870 84,793 -1.2% Newark 46,765 48,079 47,414 47,290 47,150 47,459 0.3% Oakland 428,750 429,932 433,144 430,901 421,806 419,556 -0.4% Piedmont 11,311 11,325 11,259 11,127 10,913 10,793 -0.9% Pleasanton 78,244 78,840 79,741 79,174 77,524 76,459 -0.5% San Leandro 88,389 88,328 90,852 89,976 88,075 87,497 -0.2% Union City 72,889 73,375 70,037 69,177 67,702 66,754 -1.7% Unincorporated 148,611 148,334 153,348 152,047 149,004 147,006 -0.2% Total 1,651,760 1,659,608 1,682,353 1,663,371 1,644,248 1,636,194 -0.2% Source: California Department of Finance City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 460 Area Analysis —Alameda County 9 Transportation The availability of a broad transportation network has been one of the major factors in the region's growth. The county is served by a number of Interstate routes and freeways, including Interstates 80, 580 and 880. Interstate 80 connects the western portion of the area to San Francisco to the west and the Sacramento region to the east. Interstate 580 connects the eastern portion of the county to San Joaquin County in the Central Valley to the east. Three bridges connect Alameda County across the Bay, including the Bay, Dumbarton and San Mateo Bridges. Bay Area Rapid Transit (BART) serves a large part of the region. The city of Oakland is the terminus of vital interstates and railways and has long been a major West Coast transportation hub for travelers and cargo. The port of Oakland is one of the nation's major container ports, providing an important connection to global markets. The city of Emeryville is a passenger stop for Amtrak trains. Oakland International Airport is the main airport serving the region. San Francisco International Airport is also easily accessible. Employment & Economy The California Employment Development Department (EDD) has reported the following employment data for Alameda County over the past five years. Employment Trends 2017 2018 2019 2020 2021 2022 Labor Force 838,200 841,600 843,000 819,700 813,000 825,600 Employment 807,100 815,800 818,000 746,500 763,500 798,400 Annual Employment Change 11,100 8,700 2,200 (71,500) 17,000 34,900 Unemployment Rate 3.7% 3.1% 3.0% 8.9% 6.1% 3.3% Source: California Employment Development Department Alameda County had declining unemployment rates during 2004 through 2006, increases from 2007 to 2010, and declines between 2011 and 2019. A significant increase followed in 2020 as a result of the pandemic, with improvement in 2021 and 2022. The California EDD reported an unemployment rate of 4.1% for Alameda County in July 2023, above the rate of 3.2% a year prior and compared to 4.8% for California and 3.8% for the nation. The Oakland -Hayward -Berkeley Metropolitan Division (Alameda and Contra Costa Counties) had significant job losses after the onset of the pandemic, with 169,400 jobs lost. A year later, this number decreased to 97,800 jobs lost year -over -year and conditions continued to improve. As of July 2023, jobs have grown year -over -year by 26,400; all but the Professional/Business Services and Information sectors had growth, as illustrated in the chart to the right. The greatest gain was in the Private Education/Health Services sector with 10,600 jobs gained, followed by the Leisure/Hospitality sector with a gain of 5,900 jobs. Alameda & Contra Costa Counties Year-Over-YearJob Growth • Private Education/Health • Leisure/Hospitality • Construction/Mining/Logging • Trade/Trans./Utilities • Manufacturing • Other • Government • Financial • Total Farm irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 461 Area Analysis — Alameda County 10 The metro has a diverse economy, as illustrated in the following chart indicating the percentage of total employment for each sector within the county as of July 2023. EMPLOYMENT BY SECTOR Private Education/Health Services Trade/Transportation/Utilities Professional/Business Services Government Leisure/Hospitality Manufacturing Construction/Mining/Logging Financial Activities Other Services Information Agriculture 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% Source: California Employment Development Department The area's largest employment sectors are Private Education and Health Services, accounting for 17.8% of the total employment; Trade/Transportation/Utilities, which includes retail and wholesale trade (17.0%); Professional and Business Services (15.9%) and Government (13.0%). The largest employers in the region are summarized as follows. Largest Employers Employer 1 Kaiser Permanente Medical Group, Inc. 2 Tesla 3 Safeway Inc. 4 County of Alameda 5 Sutter Health 6 John Muir Health 7 PG&E Corporation 8 Workday 9 Chevron Corp 10 Wells Fargo Bank Industry Healthcare Electric Vehicle Mfr. Grocery Store Government Healthcare Healthcare Utilities / Energy Production Enterprise Cloud Applications Utilities / Energy Production Financial Services Employees 1 34,666 13,000 9,731 9,548 9,377 6,300 5,100 5,098 4,700 4,354 Source: County of Alameda, Comprehensive Annual Financial Report, for year ended June 30, 2022 1 The number of employees, except for County of Alameda, include Alameda County and Contra Costa County employees. Total employment within County of Alameda is unavailable. Historically, Alameda County businesses, particularly in Oakland and its urban neighbors, were mostly manufacturing (including World War II shipbuilding), warehousing and distribution, food processing, and printing and publishing. Though many of these businesses survive today, manufacturing has become a much smaller portion of the economy. Oakland's relative affordability of land and less traffic congestion compared to other Bay Area locations, coupled with a state-of-the-art fiber-optic network, City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 462 Area Analysis —Alameda County 11 have attracted many high-tech employers to the area. The closure of the many military installations in the county has also led to new commercial and residential uses. The Alameda Naval Air Station, now Alameda Point, offers deep -water piers, an airport, laboratories and industrial buildings, housing and recreational facilities. The Port of Oakland, the nation's seventh busiest containerized cargo port, remains a powerful economic engine for the county, providing jobs at the seaport and the Oakland International Airport. The port handles 99% of Northern California's containerized cargo, and the airport is among the top 20 airports in the nation with regard to air cargo volume. Scientific research is another Alameda County hallmark. The Lawrence Berkeley National Laboratory and Lawrence Livermore National Laboratory are part of the U.S. Department of Energy and are managed by the University of California. Another facility, Sandia National Laboratories, is operated and managed by Sandia Corporation, a wholly owned subsidiary of Lockheed Martin Corporation, as a contractor for the U.S. Department of Energy. All of these facilities are world -class research leaders, creating thousands of jobs over the years. Many private technology firms have located nearby to partner with the labs on scientific projects. The University of California at Berkeley, one of the nation's top -ranked research universities, is another major employer. The university provides an academic culture and educated workforce that enhance the entire region and attract new businesses to the area. Further south, California State University Hayward also provides higher education and thousands of jobs. Household Income Median household income represents a broad statistical measure of well-being or standard of living in a community. The median income level divides households into two equal segments with one half of households earning less than the median and the other half earning more. The median income is considered to be a better indicator than the average household income as it is not dramatically affected by unusually high or low values. According to Claritas Spotlight data reporting service, the median household income estimated for Alameda County in 2023 is $119,304, which is higher than the state of California's median income of $89,113. Recreation & Culture Alameda County offers a variety of recreational and cultural opportunities. A number of parks preserve large tracts of land in the Berkeley Hills, including the Redwood Regional Park, Joaquin Miller Park and the Anthony Chabot Regional Park. Excursions to San Francisco are within a short drive and include the Golden Gate Bridge, Alameda Mammal Center, Muir Woods, Alcatraz and Angel Islands, to name a few. Public golf courses, neighborhood parks, community and recreation centers, museums, galleries, restaurants and wineries are located throughout the county. The county is home to the Oakland Athletics (Major League Baseball) professional sports franchise. Conclusion Alameda County has experienced moderate population growth, averaging 0.3% per year over the past five years. Most of this growth has been due to in -migration of businesses and residents from more expensive Bay Area counties. Some of the county's locational advantages include its proximity to San irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 463 Area Analysis —Alameda County 12 Francisco, employment opportunities, University presence, good transportation linkages, temperate climate and relative affordability compared to other Bay Area locations. Market and economic conditions were very strong in the years preceding the pandemic, with unemployment rates falling to historical lows. Employment conditions declined sharply after the onset of the pandemic but both market and economic conditions have since improved. In the current market, macroeconomic factors, notably high inflation and rising interest rates, have re -introduced uncertainty in the market. However, the long term outlook for the region is good in light of its advantages and historical stability. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 464 Area Analysis —Alameda County 13 Area Map • Gam Novato San Pahlo Bay Vallejo It7 . Martinez San Rafael • Concord -,Ft1,13ichmond IV Berkeley no, • San Francisco Daly City Pacifica lei mic.ro5m MiIIrhJ Oakland • Urnanr! i Eland Tracy San Hayward • Livermore _ 4 Pleasanton Fraridsco . '. Bay . Union City San Mateo Fremont . . Redwood City Milpitas Sunnyvale • ••• B5 , . Sa.:n Jose Cupertml 17 • 1111;111 Henry toe.. Staie ,€) soft C orreration 2023 Tam Tam; 99 Lodi Manteca 9Z1, Modesto City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 465 Surrounding Area Analysis 14 Surrounding Area Analysis Boundaries The boundaries of a neighborhood identify the physical area that influences the value of the subject property. These boundaries may coincide with observable changes in prevailing land use or occupant characteristics. Physical features such as the type of development, street patterns, terrain, vegetation and parcel size tend to identify neighborhoods. Roadways, waterways and changing elevations can also create neighborhood boundaries. The subject property is located in the city of Dublin, in the eastern part of Alameda County. The neighborhood is generally defined by the city limits of Dublin. A map identifying the location of the property follows this section. Access and Linkages The subject property is located north of Dublin Boulevard, between Dougherty and Arnold Roads, south of 6th Street. Dublin Boulevard is a six -lane thoroughfare and serves as a major linkage throughout Dublin. Less than one-half mile south of the subject property, running parallel to Dublin Boulevard, is Interstate 580, which provides access to the cities of San Leandro, Oakland, and Berkeley to the west, before joining Highway 101 in San Rafael. To the east, I-580 connects the city of Dublin with the city of Livermore before terminating south of the city of Tracy at Interstate 5. Approximately two miles west of the subject property, Interstate 680 is accessible via Interstate 580 or Dublin Boulevard. Interstate 680 spans the length of the East Bay Area and provides access to the cities of Danville, Walnut Creek, Concord and Martinez to the north before terminating at Interstate 80. To the south, the cities of Pleasanton, Fremont, and Milpitas can be reached vial-680 before terminating in San Jose. Dublin's steady population growth over the past decade is largely attributable to San Francisco and Silicon Valley commuters seeking more affordable housing, who likely favor Dublin over other communities of the East Bay Area for the proximity and access to both the 1-580 and 1-680 highways. Public transportation is available via the heavy -rail public transit and subway system identified as BART (Bay Area Rapid Transit), which connects the cities of the East Bay Area with the San Francisco peninsula. The West Dublin/Pleasanton BART station is located less than one mile south of the subject property and the East Dublin/Pleasanton BART station is approximately two miles southeast of the subject property. Additionally, bus service is provided by the Livermore Amador Valley Transit Authority (LAVTA), which has stops just south of the subject property along Amador Valley Boulevard. Demographic Factors A demographic profile of the surrounding area, including population, households, and income data, is presented in the following table. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 466 Surrounding Area Analysis 15 Surrounding Area Demographics 2023 Estimates Population 2020 Population 2023 Population 2028 Compound % Change 2020-2023 Compound % Change 2023-2028 Households 2020 Households 2023 Households 2028 Compound % Change 2020-2023 Compound % Change 2023-2028 Median Household Income 2023 Average Household Size College Graduate % Median Age Owner Occupied % Renter Occupied % Median Owner Occupied Housing Value Median Year Structure Built Average Travel Time to Work in Minutes Source: Claritas 3-Mile Radius 123,169 124,257 129,011 0.3% 0.8% 41,730 41,589 42,891 -0.1% 0.6% $170,761 2.9 67% 38 65% 35% $1,272,732 1990 43 5-Mile Radius 213,535 216,249 225,489 0.4% 0.8% 71,959 71,952 74,444 0.0% 0.7% $178,120 2.9 69% 38 67% 33% $1,330,933 1992 43 10-Mile Radius 507,520 507,694 520,468 0.0% 0.5% 174,500 173,305 176,811 -0.2% 0.4% $158,130 2.9 58% 40 69% 31% $1,272,024 1983 41 Alameda County, CA 1,682,353 1,665,405 1,683,911 -0.3% 0.2% 591,636 583,042 588,374 -0.5% 0.2% $119,304 2.8 50% 39 54% 46% $1,144,180 1969 39 San Fra ncisco- Oakland et al, CA Metro 4,749,008 4,672,808 4,708,625 -0.5% 0.2% 1,744,100 1,712,517 1,725,723 -0.6% 0.2% $127,870 2.7 51% 40 55% 45% $1,202,706 1967 38 As shown above, the current population within a 5-mile radius of the subject is 216,249, and the average household size is 2.9. Population in the area has grown since the 2020 census, and this trend is projected to continue over the next five years. Compared to Alameda County overall, the population within a 5-mile radius is projected to grow at a faster rate. Median household income is $178,120, which is higher than the household income for Alameda County. Residents within a 5-mile radius have a considerably higher level of educational attainment than those of Alameda County, while median owner occupied home values are considerably higher. Land Use The city of Dublin contains mostly residential development, with a good balance of supporting commercial and community uses. Predominate land uses in Dublin are presented in the map on the following page. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 467 Surrounding Area Analysis 16 Residential Development Alameda County Jail ederal Women's Prison Residential Development • - R, flail Develorent 5toneridg ` Mall Office • * Development 'Industrial Development RetaliDevelopi+ent • . - .590: Wallis Ranch Residential Development There is significant residential development within the subject's neighborhood. Most of the nearby single-family residential developments represent relatively newer construction, having been built within the last 10-15 years. Wallis Ranch is a recently completed master planned community, located at the northern end of the city limits, northeast of Dublin Crossing (identified by the yellow star). In October 2014, a partnership between Trumark and Castlelake, LP acquired Wallis Ranch, an entitled 806-unit master planned community, for $200 million. Trumark subsequently subdivided Wallis Ranch into multiple parcels, or eight neighborhoods. Various homebuilders developed in Wallis Ranch, and included: KB Home, Taylor Morrison, Pulte Homes, D.R. Horton, Trumark Homes and Meritage Homes. Projects include both attached and detached products with home sizes ranging from 1,853 to 3,676 square feet. According to realtor.com, there are currently six homes for sale in Wallis Ranch (resales) ranging from $945,000 to $2.5 million. Jordan Ranch, located at the eastern end of the city, was a Tri Pointe Homes community that sold out in the third quarter of 2020. Tri Pointe offered three product lines, two attached and one detached, with average home sizes ranging from 2,043 to 2,346 square feet. Starting price points ranged from $960,000 to $1,220,000. Finally, northeast of Wallis Ranch is the Tessajara Hills community, currently being built by Toll Brothers, first opening in mid-2017. This community is exclusively detached, with lot sizes from 5,800 to 7,300 square feet. The community features two product lines: The Bluffs and The Knolls. The Knolls is currently being actively marketed, with price points starting at $2,100,000 and home ranging from 3,658 to 4,266 square feet. Just southeast of Dublin Crossing is the Persimmon Place shopping center (anchored by Whole Foods Market and Nordstrom Rack) located along the south side of Dublin Boulevard, between Arnold Road and Hacienda Drive. Just east of this shopping center is the Hacienda Crossings center, anchored by Best Buy, Barnes & Noble, T.J. Maxx, and a Stadium 20 and IMAX movie theater. Further east along Dublin Boulevard, between Dublin Boulevard and 1-580, are several other anchored shopping centers that include Lowe's Home Improvement and Target. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 468 Surrounding Area Analysis 17 Although just outside the Dublin city limits, south of 1-580 and west of 1-680 is the Stoneridge Shopping Center, a regional mall that is proximate to the subject property and draws retail consumers to the area. Anchor tenants in the Stoneridge Shopping Center include JCPenney and Macy's. The Dublin Crossing specific plan is located on a portion of the U.S. Army Parks Reserve Forces Training Area (PRFTA), commonly known as Camp Parks. It is currently a semi -active mobilization and training center for U.S. Army Reserve personnel to be used in case of war or natural disaster. Camp Parks has a primary mission of exercising the functions of command, training, security, administration, servicing and supply to all troop units, military activities and other governmental agencies assigned or attached. New and state-of-the-art training facilities have been built and more are planned. In the garrison area are administrative and classroom buildings, upgraded housing, a remodeled dining facility, a modern lodging facility, an informative history center, and other support and training facilities. Camp Parks RFTA is the only local training facility for more than 11,000 Army Reserve Soldiers in the San Francisco Bay Area where a wide variety of training facilities are available. Reserve Units permanently stationed at Parks RFTA conduct weekend inactive duty training throughout the year, and Reserve Component units travel to the base for their two -week annual training. The base also hosts the Federal Correctional Institute, Dublin (FCI Dublin), and is adjacent to Alameda County/Santa Rita Jail. The FCI Dublin is a low -security United States federal prison for female inmates, just west of the Alameda County/Santa Rita Jail. The Alameda County/Santa Rita Jail is located just east of FCI Dublin at the northeast corner of Arnold Road and Broder Boulevard. Santa Rita houses the majority of persons arrested in Alameda County, which occupies most of the East San Francisco Bay Area and includes the cities of Oakland, Berkeley, San Leandro and Alameda. Outlook and Conclusions In conclusion, the city of Dublin has experienced strong population growth in recent periods, which has fueled the need for additional supporting commercial services. The subject property benefits from its location in Dublin's primary retail corridor. Additionally, the subject has good access to major neighborhood linkages and regional highways. Overall, considering the preceding factors, as well as the subject's location in an area with a high average household income and steady population growth, the subject's neighborhood is expected to remain a viable location for a residential development over the long -run. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 469 Surrounding Area Analysis 18 Surrounding Area Map r eriksen z Bth St terttery ,,,o Komandorski Village :hoot t' K• i -7 ' 9" Jc ix . 'p 14-S yeti�S a. - a, Timber Wolf Ct i Y- p ❑ / A 1-O- 3 D C 6ttl St ! ti , Wells fi 07- rt.w y iNiddle'� Daugherty S hool -y am g Cronin School w ro fi dbartrr ,4 E. 4 �r ns ,, 4„ 4s 'rY Ct ca . 4 5s-&.ylplin Blvd —.. - - +bJin gad �f 13 U '4a r. 4 0 y ;- Q'SoO -y -o l+blrry s{a�A1r U ■lt asoR • Dublin Sports Grounds Ct # (t II 6dr.9 park ',,. Federal M Correctional 9th St Institution Powers St 0 s 4th St Horn an Pkwy ti H ousko[+� Pawers St Bthr 5t Po416 St Gbh St Sth St Sth St Debli n Jones St 7rh $t � g v � g A ▪ Gr3ren Way Horizon Plnrry Beale Ave Central Plop/ Nuggea Way ap,Sar• iinelii+NaV � O C = E may©2523 l licrosoit Corpor'aiion ®E523 TamTom D irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 470 Residential Market Analysis 19 Residential Market Analysis Given prevailing land use patterns and the subject's zoning, a likely use of the property is for residential development. In the following paragraphs, we examine supply and demand indicators for residential development in the subject's area. The residential housing market has been changing due to rising interest rates. After a period of expansion leading up to, and sustained during, the COVID-19 pandemic with low mortgage interest rates, the increased cost of borrowing, which began in 2022, put downward pressure on housing affordability and, consequently, housing prices. A survey of several active homebuilders was conducted to gain insight relative to current market conditions. While new home sales trended downward over the course of 2022, for many submarkets the compression was most pronounced in late 2022. The duration of the downward trend appears to have been short-lived in some submarkets and lingering in others. However, the overall consensus among active market participants is the downward trend has stabilized or increased, based on submarket, with limited evidence of ongoing downward pressure. In many new home submarkets sales began rising in the Spring of 2023. This is partially due to low resale inventory, as existing homeowners with low interest rate mortgages have reconsidered a move, with a corresponding higher interest rate mortgage. The result is a more constrained resale market inventory, leading many first-time buyers to find that increased opportunities in the new home market despite slightly higher prices than resale homes. With the market volatility in the second half of 2022, buyers were concerned with settling for a higher interest rate, but were also waiting to see if home prices would decline. Some buyers accepted the higher interest rates but wanted assurance they weren't overpaying for a home that would soon drop in price. Reportedly, many new homebuyers have now adjusted their budgets to current interest rates, which have stabilized, and seem more confident in their expectations of interest rate activity in the near term. Homebuilders are still offering concessions in the market to buy down the interest rates for prospective buyers, which decreases the net sale price to the homebuilders, but allows more buyers to afford the new home product; this trend is expected to continue in the near term, as the higher interest rate environment has led to tighter lending standards. It's also worth noting the unemployment rate has risen slightly following the recent trend in company layoffs impacting many of the technology sectors throughout the San Francisco Bay Area and Southern California, which may impact the homebuyer market in some submarkets. Submarket Overview The subject is located in the City of Dublin. The subject is adjacent to newer home construction and planned future development and is considered to have good transportation linkages. The neighborhood is characterized as a suburban area that appeals to both local workers and commuters. Based on existing surrounding homes and new projects under development, the subject characteristics best support a project designed for a combination of entry-level and/or first-time move -up home buyers. It is important to note, price points are highest for those areas located closest to the Bay Area. This also holds true for Alameda County as a whole as well; price points are significantly higher the more irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 471 Residential Market Analysis 20 proximate to San Francisco/Oakland (the Bay Area) in comparison to those east of the 1-680 Corridor (i.e., Dublin and Livermore, etc.). Thus, while this market overview begins with the analysis of Alameda County as a whole (macro overview), the market overview for the subject's location within the East Bay Area is best described when we hone in on this specific market area of Alameda County later in this section. Single -Family Building Permits Single-family building permits for the city of Dublin, as well as Alameda County totals, are shown in the following table. Single -Family Building Permits Year City of Dublin % Change County of Alameda % Change 2013 665 -- 1,391 -- 2014 816 22.71% 1,613 15.96% 2015 529-35.17% 1,905 18.10% 2016 606 14.56% 2,398 25.88% 2017 966 59.41% 2,595 8.22% 2018 615-36.34% 1,965 -24.28% 2019 145-76.42% 1,972 0.36% 2020 146 0.69% 1,342 -31.95% 2021 101-30.82% 1,368 1.94% 2022 127 25.74% 1,222 -10.67% Source: SOCDS Building Permits Monthly Request Preliminary 2023 permit data is shown in the following table from January through August. Single -Family Building Permits: 2023 Preliminary Data Month City of Dublin County of Alameda January February March April May June July August 16 56 16 70 16 121 28 67 24 94 19 106 1 49 12 94 132 657 Source: SOCDS Building Permits Monthly Request New Home Pricing and Sales A market pricing and absorption analysis, prepared by RCLCO, was prepared for the City of Dublin for the subject property. In addition to the analysis and findings presented therein, market data available City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 472 Residential Market Analysis 21 from the Gregory Group, a firm that publishes new home prices and absorption statistics for areas in California and Nevada, was also analyzes and considered. There are presently four active new home subdivisions in Dublin, with a total of 29 throughout Alameda County (including Alameda, Dublin, Fremont, Hayward, Newark, Oakland, and San Leandro). As previously mentioned, price points are highest for those areas located closest to the San Francisco Bay; therefore, we will analyze the communities of Dublin. Historically Livermore and Pleasanton have had competitive active new home projects; however, currently there are none to consider in this analysis. Below we present a table depicting average sale prices for active single-family residential projects in the market area (Dublin, Livermore and Pleasanton) for the past three years. New Home Sales History % Change Average Home Avg. Price / % Change Quarter Number of Sold per Project Quarter Average Price Average Price Size (SF) Avg. SF Price / SF Sold Projects per Month 3Q 2020 $1,106,243 2,411 $458.83 -- 170 19 2.98 4Q 2020 $1,054,337 -4.69% 2,269 $464.67 1.27% 158 15 3.51 1Q2021 $1,086,177 3.02% 2,264 $479.76 3.25% 155 12 4.31 2Q 2021 $1,189,531 9.52% 2,351 $505.97 5.46% 72 9 2.67 3Q 2021 $1,065,950 -10.39% 2,108 $505.67 -0.06% 54 7 2.57 4Q 2021 $1,069,053 0.29% 2,108 $507.14 0.29% 59 7 2.81 1Q 2022 $1,073,324 0.40% 2,034 $527.69 4.05% 24 4 2.00 2Q 2022 $1,257,646 17.17% 2,226 $564.98 7.07% 68 8 2.83 3Q 2022 $1,215,200 -3.38% 2,252 $539.61 -4.49% 48 7 2.29 4Q 2022 $1,264,868 4.09% 2,281 $554.52 2.76% 62 5 4.13 1Q 2023 $1,341,830 6.08% 2,399 $559.33 0.87% 67 5 4.47 2Q 2023 $1,413,478 5.34% 2,510 $563.14 0.68% 64 4 5.33 Source: The Gregory Group New home pricing in the subject's market area have trended upward over this period along with the average price per square foot, with the most recent decline in the Third Quarter 2022. Absorption rates (homes sold per project per month) have fluctuated, but have generally stayed within the range of 2.00 to 5.33 sales per project per month. There were 5.33 sales per project per month in the Second Quarter 2023, the highest absorption rate in the period analyzed. Over the last 12 months, the average was 4.05 sales per project per month. Over the last three years, the number of home sales has averaged 3.32 per project per month. Active New Home Projects Pricing and Absorption As previously mentioned, there are four active projects in Dublin, of which two are attached projects and two are detached projects. It is noted, all the active projects in Dublin are within the subject's Boulevard master planned community. These projects are summarized in the following table, based on data from the Second Quarter 2023. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 473 Residential Market Analysis 22 Active Projects (as of 2Q 2023) Project Avg. Home Average Product Units Units Units Units Name Master Plan Community Developer Average Price Size (SF) Price/SF Type Planned Offered Sold Unsold Lombard Boulevard Dublin Lennar Homes $1,514,630 2,580 $587.07 Detached 100 60 51 9 Venice Boulevard Dublin Lennar Homes $1,316,213 2,393 $550.03 Attached 91 71 69 2 Melrose Boulevard Dublin Brookfield Residential $1,606,657 2,702 $594.62 Detached 75 59 59 0 Abbey Boulevard Dublin Brookfield Residential $1,182,695 2,340 $505.43 Attached 60 32 29 3 Minimum $1,182,695 2,340 $505.43 Maximum $1,606,657 2,702 $594.62 Average $1,405,049 2,504 $559.28 Source:The GregoryGroup Absorption Project Avg. Horne Price Avg. Home Size Product 12-Month Average per Average per Name Master Plan Community Developer {202023 only) {202023 Only) Type 2Q2023 102023 4Q2022 3Q2022 Total Quarter Month Lombard Boulevard Dublin Lennar Homes $1,514,630 2,580 Detached 18 9 7 7 41 10.3 3.4 Venice Boulevard Dublin Lennar Homes $1,316,213 2,393 Attached 19 20 7 12 58 14.5 4.8 Melrose Boulevard Dublin Brookfield Residential $1,606,657 2,702 Detached 11 11 7 17 46 11.5 3.8 Abbey Boulevard Dublin Brookfield Residential $1,182,695 2,340 Attached 16 13 -- -- 29 14.5 4.8 Total 64 53 21 36 No. of Active Projects 4 4 3 3 Quarterly Pro-Rata 16.0 13.3 7.0 12.0 Monthly Pro-Rata 5.3 4.4 2.3 4.0 4.0 Average Monthly Pro-Rata Source:The Gregory Group Based on this information, over the last four quarters the monthly absorption rate per project has ranged from 2.3 to 5.3 sales per project per month, with an average rate of 4.0 sales per project per month. Of the active projects, two were attached and two detached. Over the last four quarters the average monthly absorption rate per attached project was 4.8 sales per month. For the detached projects, the average monthly absorption rate per project ranged from 3.4 to 3.8 sales per month. Resale Pricing The following table shows historical resale data for more recently built homes (2018 and newer) in the city of Dublin since May 1, 2023. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 474 Residential Market Analysis 23 Resales - Detached Living Area Last List Sales Days on Lot Size Address Sale Date (SF) Sale Price Price Price/SF Sale/List Year Built Market (SF) 5991 Peri dot Place 5/28/2023 2,376 $1,392,570 $1,522,380 $586 91.47% 2022 7 2,245 7396 Kenwood Road 5/15/2023 3,359 $1,925,000 $1,849,888 $573 104.06% 2019 1 3,498 4500Alexander Valley Way 5/30/2023 3,680 $2,300,000 $2,388,000 $625 96.31% 2018 14 4,750 2797 Mount Dana Drive 6/5/2023 3,415 $2,800,000 $2,599,000 $820 107.73% 2019 6 6,106 4232 Healdsburg Way 5/30/2023 1,841 $1,490,101 $1,449,888 $809 102.77% 2018 6 2,567 2918Tulare Hills Drive 5/9/2023 4,415 $3,250,000 $2,999,000 $736 108.37% 2019 0 7,525 7085 KylemoreCircle 6/28/2023 2,834 $2,260,000 $2,149,888 $797 105.12% 2018 7 3,742 2738 Mount Dana Drive 7/30/2023 3,415 $2,675,000 $2,599,888 $783 102.89% 2019 5 5,850 7291 Lembert Hills Drive 8/9/2023 3,662 $2,800,000 $2,699,888 $765 103.71% 2020 6 6,279 2906 Delamar Drive 8/25/2023 4,415 $3,225,000 $2,999,888 $730 107.50% 2021 6 6,359 7152 Aubrey Way 8/22/2023 4,063 $2,880,000 $2,899,000 $709 99.34% 2019 4 6,439 2616 Briceburg Way 9/6/2023 2,095 $1,367,500 $1,389,000 $653 98.45% 2018 21 2,414 6924 Atlas Peak Drive 8/30/2023 3,288 $2,420,000 $2,420,000 $736 100.00% 2018 0 5,272 7420 Diamond Mountain Road 9/26/2023 3,445 $2,510,000 $2,450,000 $729 102.45% 2018 9 7,517 Total Sales 14 3,307 $2,378,227 $2,315,408 $718 102.16% 2019 7 5,040 (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) Source: Local Multiple Listing Service (MLS) Resales - Attached Living Area Last List Sales Days on Address Sale Date (SF) Sale Price Price Price/SF Sale/List Year Built Market 5560 Barrel Ct, Dublin, CA 5/8/2023 1,563 $1,070,000 $1,049,000 $685 102.00% 2021 33 5728 Kemper Place#401 5/12/2023 1,961 $1,330,000 $1,398,000 $678 95.14% 2021 21 4042 Scottfield Street 5/11/2023 1,949 $1,185,000 $1,099,000 $608 107.83% 2018 13 3925 Guerneville Way 5/17/2023 1,514 $1,001,500 $959,000 $661 104.43% 2019 6 3926 Scottfield 5/25/2023 2,208 $1,310,000 $1,188,888 $593 110.19% 2018 5 5630 El Dorado Lane 6/9/2023 1,348 $965,000 $949,000 $716 101.69% 2018 19 6918GeyservilleStreet 6/9/2023 2,160 $1,275,000 $1,249,888 $590 102.01% 2018 1 5568 Barrel Court 6/27/2023 1,563 $1,100,000 $1,049,000 $704 104.86% 2021 14 3922 Guerneville Way 7/18/2023 1,514 $967,000 $979,000 $639 98.77% 2019 32 5638 Iron Horse Parkway 6/21/2023 1,933 $1,215,000 $1,225,000 $629 99.18% 2018 14 3987 Summit Road 7/28/2023 1,879 $1,254,000 $1,150,000 $667 109.04% 2018 8 3934 Scottfield Street 8/2/2023 1,949 $1,240,000 $1,098,000 $636 112.93% 2018 7 5561 Dublin Boulevard 8/8/2023 1,563 $1,097,000 $1,099,000 $702 99.82% 2022 13 5597 El Dorado Lane 8/17/2023 2,128 $1,250,000 $1,249,888 $587 100.01% 2018 6 5856 Cadence Avenue 8/21/2023 1,748 $1,110,000 $1,099,000 $635 101.00% 2018 12 5538 Stout Street 9/18/2023 1,706 $1,132,500 $1,079,000 $664 104.96% 2021 5 5539 Stout Street 8/28/2023 2,178 $1,180,000 $1,085,000 $542 108.76% 2021 7 5870 El Dorado Lane 8/29/2023 1,740 $1,048,888 $999,888 $603 104.90% 2019 6 5533 Stout Street 9/15/2023 2,178 $1,180,000 $1,148,890 $542 102.71% 2021 1 5717 Sterl ing Street 9/14/2023 2,128 $1,250,000 $1,248,000 $587 100.16% 2019 24 Total Sales 20 1,846 $1,158,044 $1,120,122 $633 103.52% 2019 12 (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) Source: Local Multiple Listing Service (MLS) Ability to Pay In this section, we will examine the ability to pay among prospective buyers for a representative price points of the smallest detached and attached floor plans being constructed by the merchant builders of $1,510,000 (detached) and $1,180,000 (attached), based on the indicators from the competing City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 475 Residential Market Analysis 24 projects. First, we will estimate the required annual household income based on typical mortgage parameters in the subject's market area. Specifically, we will employ a loan -to -value ratio of 80% (down payment of 20%), mortgage interest rate of 7.00%, 360 monthly payments, and a 40% ratio for the housing costs as a percent of monthly income (inclusive of principal, interest, all taxes and insurance). Property tax payments are accounted for in the analysis, which includes estimated special tax payments associated with the CFD bonds. The following table shows the estimate of the annual household income that would be required to afford homes priced at the representative price point. Income Required Home Price Loan % of Price (Loan to Value) Loan Amount $1,208,000 $944,000 Interest Rate 7.00% 7.00% Mortgage Payment $8,037 $6,280 Detached Attached $1,510,000 80% $1,180,000 80% Property Taxes $1,596 $1,247 Based on 1.268400% and direct charges of $0 City of Dublin CFD No. 2015-1 $476 $320 Homeowner's Association Fee $158 $158 Property Insurance $315 $246 Total Monthly Obligation $10,582 $8,251 Mortgage Payment % of Income 40% 40% Monthly Income $26,454 $20,628 Annual Income $317,453 $247,534 Generally, interest rates have an inverse relationship to the affordability of a home. In short, all else being equal, higher interest rates lower the price point for buyers based on income. Over the past several years, interest rates have remained historically low, often at or below 3.0%. Current mortgage interest rates more closely resemble historic rates and for the most part the home buyer pool appears to recognize that the 3% mortgage rate environment was the anomaly and rates around the 7% level are most likely into the foreseeable future. Conversations with sales agents in multiple new home projects noted there was a slowing in demand for new residential homes in the second half of 2022 and early 2023. The combination of historically high new home prices and rising interest rates priced some buyers out of entry-level (lower -priced) homes. While some projects were affected more than others, coastal locations and limited supply submarkets fared better than emerging submarkets with a concentration of competing projects, predominately due to inventory levels. Continued high inflation forced prospective homeowners to account for other costs (like groceries, gas, etc.) over buying a new home at a higher interest rate. Homebuilders reported turmoil from pending buyers dropping out of contract because of rising interest rates. Most homebuilders reported the pace of sales slowed from the historic highs. Further, homebuilders began offering concessions in the form of buying down interest rates and discounted options, instead of decreasing their base prices. In some markets, there was enough downward pressure on the market for homebuilders to offer concessions as well as drop their base prices. Prior to mid-2022, homebuilders were able to sell homes faster than they were able to construct them, but with the rising interest rates this has since moderated pace of sales to a level more in line irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 476 Residential Market Analysis 25 with builders' ability to deliver. The recent increases in interest rates impacted the pace of sales as well as pricing in most markets. However, there are signs the residential market is beginning to stabilize. Markets in Spring 2023 have generally been stronger than expected. Homebuyers that previously were waiting on the sidelines either in anticipation of decreasing home prices, or due to interest rate volatility, are beginning to adjust their budgets to the new higher interest rates as home pricing stabilizes. In addition, low inventory and a tight resale market make new construction more attractive. According to market participants in the spring, absorption rates have remained steady or increased slightly with some homebuilders having small increases in base prices from the First Quarter 2023. We have obtained income data from Environics Analytics, for a 10-mile radius surrounding the subject property, which is considered representative of typical buyers for the subject property. In the following table we show the income brackets within the noted area, along with estimates of the percentage of households able to afford a home priced at the representative price point within each income bracket. Household Ability @ $1,510,000 Percent of Percent Able to Households Household Income Households Households Pay Households Able to Pay <$15,000 6,645 3.8% 0.0% 0 0.0% $15,000 - $24,999 4,212 2.4% 0.0% 0 0.0% $25,000 - $34,999 4,689 2.7% 0.0% 0 0.0% $35,000 - $49,999 7,406 4.3% 0.0% 0 0.0% $50,000 - $74,999 13,904 8.0% 0.0% 0 0.0% $75,000 - $99,999 14,554 8.4% 0.0% 0 0.0% $100,000 - $124,999 15,729 9.1% 0.0% 0 0.0% $125,000 - $149,999 15,032 8.7% 0.0% 0 0.0% $150,000 - $199,999 24,221 14.0% 0.0% 0 0.0% $200,000 - $249,999 15,874 9.2% 0.0% 0 0.0% $250,000 - $499,999 25,184 14.5% 73.0% 18,389 10.6% $500,000+ 25.855 14.9% 100.0% 25.855 14.9% 173,305 100.0% 44,244 25.5% Household Ability @ $1,180,000 Percent of Percent Able to Households Household Income Households Households Pay Households Able to Pay < $15,000 6,645 3.8% 0.0% 0 0.0% $15,000 - $24,999 4,212 2.4% 0.096 0 0.096 $25,000 - $34,999 4,689 2.7% 0.0% 0 0.096 $35,000 - $49,999 7,406 4.3% 0.0% 0 0.0% $50,000 - $74,999 13,904 8.0% 0.0% 0 0.096 $75,000 - $99,999 14,554 8.4% 0.0% 0 0.0% $100,000-$124,999 15,729 9.1% 0.0% 0 0.0% $125,000-$149,999 15,032 8.7% 0.096 0 0.0% $150,000-$199,999 24,221 14.096 0.0% 0 0.096 $200,000 - $249,999 15,874 9.2% 1.096 157 0.1% $250,000 - $499,999 25,184 14.5% 100.0% 25,184 14.5% $500,000+ 25.855 14.9% 100.0% 25.855 14.9% 173,305 100.096 51,196 29.5% irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 477 Residential Market Analysis 26 Conclusions Demand for homes in the subject's market area is considered to be strong at the current time as indicated by the overall trend of new home sales prices and activity in recent quarters, as well as the absorption rate within new home projects in the subject's area. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 478 Land Description and Analysis 27 Property Analysis Land Description and Analysis Location Dublin Crossing is generally located at the northwest quadrant of Dublin Boulevard and Arnold Road. Land Area A summary of the appraised properties' unit counts by builder is provided in the table below. Improvement Area (IA) 5 Summary by Ownership No. of Owner Builder Neighborhood Project Name Product Type Units Brookfield Bay Area Holdings, LLC Brookfield Homes 21 Ivy Detached 4-Pack 31 22 Vine Attached RowTownhomes 0 31 Lennar Homes of California, LLC Lennar Homes 23 Avalon Attached Carriage RowTownhomes 55 55 Dublin Crossing, LLC* Master Developer 21 Ivy Detached 4-Pack 28 22 Vine Attached RowTownhomes 92 23 Avalon Attached Carriage RowTownhomes 35 155 Various Homeowners Individual Homeowners 21 Ivy Detached 4-Pack 3 23 Avalon Attached Carriage RowTownhomes 0 3 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. ^ The subject lots will transfer from the Master Developer to each merchant builders, Brookfield Homes and Lennar Homes, with takedown closing dates scheduled between November 2023 and December 2025. Final subdivision maps for each Neighborhood have been recorded. Shape and Dimensions The subject land areas are irregular in shape, yet functional for development under their respective land use and zoning designations. Topography The site is generally level and at street grade. The topography does not result in any particular development limitations. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 479 Land Description and Analysis 28 Off -site Improvements Off -site improvements, which include primary access roads and curbs, gutters, sidewalks and streetlights, are complete. On -site Improvements On -site and in -tract development is completed for all neighborhoods within Improvement Area No. 5. Drainage There are two seasonal drainage channels traversing the Dublin Crossing site, one north to south generally through the middle of the project site, and another along the eastern border, parallel to Arnold Street. No particular drainage problems were observed or disclosed at the time of field inspection. This appraisal assumes that surface water collection, both on -site and in public streets adjacent to the subject, is adequate. Flood Hazard Status The following table provides flood hazard information. Flood Hazard Status Community Panel Number 06001C0308G & 06001C0309G Date August 3, 2009 Zone X Description Outside of 500-year floodplain Insurance Required? No Environmental Hazards Presented below is an excerpt from the Preliminary Office Statement as it pertains to environmental hazards impacting the Dublin Crossing Project: Groundwater Testing Required by SFRWQCB In early November 2018, the City was informed by the Developer that it received a letter from the San Francisco Bay Regional Water Quality Control Board ("SFRWQCB"), dated November 5, 2018, regarding results of testing groundwater from a particular area of the Boulevard Project. The letter required that the Developer submit a workplan and schedule to complete site characterization and develop a conceptual site model for volatile organic compounds, including trichloroethylene, in groundwater, soil, and soil vapor generally to the east of the creek at the project site. The Developer then retained experts in human health risk assessment from Ramboll US Consulting, Inc. to work closely with SFRWQCB staff to conduct a systematic, multi -round investigation of groundwater, soil and soil vapor in the area and in 2020 through 2023 the Developer submitted various reports to the irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 480 Land Description and Analysis 29 SFRWQCB for review in 2020 through 2022 and received SFRWQCB approval of the reports in early February 2023. The Developer anticipates receiving a no further action by the end of 2023. Seismic Hazards According to the Seismic Safety Commission, the subject site is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, the subject is located in a Fault -Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. In general, a number of faults are located in the Southern California and throughout California; thus, the area is subject to severe ground shaking during earthquakes. Competitive sites face similar seismic risk. Fire Hazards Fire protection services are provided under contract with the Alameda County Fire Department (ACFD). In all, the department serves approximately 508 square miles and a daytime population of 517,000 people. In addition to fire suppression, the Alameda County Fire Department provides, under contract, first-responder/paramedic services on all engine companies and all necessary fire and emergency medical support services. According to the CAL FIRE Fire and Resource Assessment Program, the subject is not located within or near a state responsibility area or lands classified as a Very High Fire Hazard Severity Zone (VHFHSZ), see the map below. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 4 irr 481 Land Description and Analysis 30 O s,a,�Yo c awa Dublin o�on Bstsia Owens n, City Boundaries Incorporated area County Boundaries FHSZ in LRA VHFH5Z FHSZ in SRA SRA Very High High Moderate Loral Responsibility Area (LRA) State Responsibility Area (SRA.) Federal Responsibility Area (FRA) Ground Stability A soils report was not provided for our review. Based on our inspection of the subject and observation of development on nearby sites, there are no apparent ground stability problems. However, we are not experts in soils analysis. We assume that the subject's soil bearing capacity is sufficient to support the existing improvements. Streets, Access and Frontage The subject has frontage, access and visibility from Dublin Boulevard and Arnold Road. The master plan has three project entrances from Dublin Boulevard (Columbus Street, Sterling Street and Iron Horse Parkway). An additional entrance is provided via Scarlet Drive on the west end of the development and two entrances via Arnold Road on the east end. An interior street system serves all of the various components of the development. Overall functional utility is considered to be typical for similar development projects in the East Bay Area. The accessibility and visibility of the property are good. Utilities The availability of utilities to the subject is summarized in the following table. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 482 Land Description and Analysis 31 Utilities Service Water Sewer Electricity Natural Gas Local Phone Provider City of Dublin City of Dublin Pacific Gas & Electric (PG&E) Pacific Gas & Electric (PG&E) Various providers Zoning The subject is within the Dublin Crossing Specific Plan, comprising approximately 189 acres in the City of Dublin. The project site is located north of Interstate 580 and Dublin Boulevard, on a portion of the 2,485-acre U.S. Army Camp Park Reserve Forces Training Area (Camp Parks), which currently sits in the middle of the City of Dublin, leaving geographically large portions of the City to the east and to the west of the project site. The Specific Plan addresses the development of Dublin Crossing which is comprised of residential units, parks and open space, and an elementary school. Specifically, at build -out the project could include a maximum of up to 1,995 residential units/lots, a trail system that connects to the Iron Horse Trail and a 30 net -acre Community Park, five net -acres of Neighborhood Park, and a school site. Development of the Specific Plan area includes five development phases, with anticipated build -out occurring over a period of approximately 10 years in response to market demands, the acquisition of the property from the U.S. Army, and according to an orderly extension of roadways, infrastructure, public services, and utilities. Over the course of the five phases, park sites, private recreational facilities, the school site, and other amenities will be provided commensurate with the residential development pursuant to terms in the Project Development Agreement. The portion of the Dublin Crossing project considered the subject of this appraisal assignment herein encompass IA No. 5, which include the following land uses: Land Use Density Dublin Crossing 14.1— 25.0 units/acre Medium -High Density Residential (DC M-HDR) Purpose & Permitted Uses DC Medium -High Density Residential (DC M- HDR) allows for a mix of attached and detached single-family and multi -family housing lot configurations at a density of 14.1 to 25 units/net acre. Medium -High Density Residential development provides a transition from the higher density apartments and condominiums along the project periphery to the DC Medium Density Residential land use district in the core of the Specific Plan area. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 483 Land Description and Analysis 32 Dublin Crossing Medium Density Residential (DC MDR) 6 - 14 units/acre Residential product types may include a variety of attached and detached housing types, including: • Single -Family Conventional Home (Detached) • Alley Loaded Home (Detached) • Duet Home (Attached) • Rowhouse (Attached) • Green Court Home (Detached) • Motorcourt Home (Detached or Attached) • Townhome (Attached) • Multi -Family (Attached) The DC Medium Density Residential (DC MDR) land use district allows a mix of residential lot configurations from conventional single-family small -lots including "two -pack" or "zipper" lots, to attached multi -family lots at a density of 6-14 units per net acre. Secondary dwelling units, accessory structures, and home occupations are permitted in the DC MDR land use district in accordance with the Zoning Ordinance. Residential product types may include a variety of attached and detached housing types, including: • Single -Family Conventional Home (Detached) • Alley Loaded Home (Detached) • Duet Home (Attached) • Rowhouse (Attached) • Green Court Home (Detached) • Motorcourt Home (Detached or Attached) • Townhome (Attached) We are not experts in the interpretation of zoning ordinances. An appropriately qualified land use attorney should be engaged if a determination of compliance is required. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 484 Land Description and Analysis 33 Other Land Use Regulations We are not aware of any other land use regulations that would affect the property. Easements, Encroachments and Restrictions We have reviewed preliminary title reports provided by the ownership groups. The reports identify exceptions to title, which include various utility and access easements that are typical for a property of this type. Such exceptions would not appear to have an adverse effect on value. Our valuation assumes no adverse impacts from easements, encroachments or restrictions and further assumes that the subject has clear and marketable title. Permits and Fees Permits and fees due at building permit by neighborhood are summarized in the following table. Improvement Area (IA) 5 Permits and Fees by Neighborhood Ivy Vine Avalon Total Fees 62 Lots 92 Lots 90 Lots 244 Lots Land Permits & Fees - Builder Detached Attached Attached Water Connection/Meter/Drain/Waste Fee @ BP* $ 2,110,976 $ 2,715,748 $ 2,570,400 $ 7,397,124 Traffic Impact @ BP $ 841,898 $ 987,006 $ 946,998 $ 2,775,902 Frwy/Trans @ BP $ 16,012 $ 23,760 $ 23,243 $ 63,015 Publin Arts in -Lieu @ BP $ $ $ $ Fire Impact @ BP $ 21,018 $ 19,044 $ 18,630 $ 58,692 Other Land Fees @ BP $ 2,562 $ 2,822 $ 2,639 $ 8,022 Building Permit @ BP $ 644,364 $ 751,985 $ 811,860 $ 2,208,209 Zone 7 Water Fee @ BP $ 2,091,260 $ 3,103,160 $ 3,035,700 $ 8,230,120 Public Facilities Fees @ BP $ 1,848,964 $ 1,740,732 $ 1,573,830 $ 5,163,526 Total Fee Credits @ BP $ (1,378,942) $ (1,248,900) $ (1,285,740) $ (3,913,582) Total Land Permits & Fees - Builder (w/o School Fees) $ 6,198,111 $ 8,095,357 $ 7,697,561 $ 21,991,029 Average School Fees - Est ($9.10/SF) Total Permits & Fees - w/ School Fees $ 1,650,849 $ 1,950,858 $ 1,629,810 $ 5,231,517 7,848,961 $ 10,046,215 $ 9,327,371 $ 27,222,546 Permits & Fees (w/ School Fees) per lot $ 126,596 $ 109,198 $ 103,637 $ 111,568 *Payable to Dublin San Ramon Services District Site Development Costs According to information provided by representatives of the Master Developer (Dublin Crossing, LLC), all required infrastructure improvements servicing Improvement Area No. 5 have been substantially complete (reportedly only $501,593 remain). City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 485 Land Description and Analysis 34 Improvement Area (IA) 5 Land Development Costs Demolition Grading Erosion Control Storm Drain Sanitary Sewer Water Joint Trench Concrete Street Walls Landscape Subtotal Contingency CFD Eligible Budget Spent to Date Remaining Costs Costs $ 1,475,552 $ 1,823,764 $ 709,302 $ 70,930 $ 384,552 $ 43,345 $ 279,465 $ 1,161,304 $ 54,084 $ 6,002,299 TOTAL $ 6,002,299 $ 5,500,706 $ 501,593 Conclusion of Site Analysis Overall, the physical characteristics of the site and the availability of utilities result in functional utility suitable for a variety of uses including those permitted by zoning. Uses permitted by zoning include medium and medium -high density residential. We are not aware of any other particular restrictions on development. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 486 Land Description and Analysis 35 Site Plan Sfigth0 MIDI 4L}N� LEQENO PHASE IA R1ASL IN BNASE 2 PHASE PMASE �PHASE 7 hPICAL NWONEORNONO NUMBER M AC SUN AC PAU XS. AC rene.e AC x..���xxxnrx— €CpVp I , 14 ex„Winn DUBLM! GROSSING PHASING AND NEIGFBDRHDGD EXHIBR JILT 7, SVIE irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 487 Land Description and Analysis 36 Parcel Maps ASSESSOR'S MAP 986 78 .x It Cale*** NND. 26.015 TR 6371 WOOS Qa. Nt0 lb. ..0s, 80 • •0.: • GA FOs .O=! 'O = = O=: DIAMOND AO' hag. Swa1 ° u 11 I a J . 0• 0 w 0 O, O L O w 0 O• / O • I O ▪ I 40 O 0G.O. O; ,0.G.Ot O qO .. m..r••..0 MICA PLACE O T • PE113007PLACE !O. • • 0 oNMONIo 1MY oO I4.11• Nr•4 • 00 aka 0 •0°0° 0= �0°0°0= ® a 21 a . IIr ▪ i- 10 12 to to se 41 GA O :O.e, O, w .e.O.O: •a—t 1. 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AI.. r.. .76413 01 rn 8372 *roam a O4410010 WAY ..•.1116x1ti• a MUM) SC) n.w .. p..1... >ww 76 76 lifffirn w•rLRING w*Y WAY •Iw.q• rs u. M..M •0 w.o A $1RANf101RY YqY 41. Mn • a 7a u. ' STRAN�RY COURT 4Ja 1 •. 1• ,' •.. rn WW y .1 . NO •1 • .. • Aral•.. 2� 'O•n. ▪ T MI, �1'EM MAMAn...l. Mee,/ WIN 1..V11K t - f• ,a•y•. 4 T o- • ▪ FM/ I O a: a 0 : r O + to HOR120N PARKWAY 62 • w RV• irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 490 Land Description and Analysis 39 ASSESSOR'S MAP 986 Co*, Auto NJ■ 2601E TR 6372 r:..n •' Q a 0 .. Q i. ff lr. r ii . r4.1 a . - ` o O rir O ' . . . •n .rw ....rtin.... ■ OUMOC "mu N. , 76 i , 77 ..0 • 76 IIM16M err.• t rvo • Oa 0 - 77 " z O•• O i I .r..l�}'p1 1.i \vr� \. ` r rr • • ON• O -- o-• r • Or• o•• NodNV :.. a • Or .• O•■ •a O •0f•20\ r.,RN4Y 62 L ti 64 irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 491 Land Description and Analysis 40 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 irr 492 Land Description and Analysis 41 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 irr 493 Land Description and Analysis 42 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 irr 494 Land Description and Analysis 43 .ter City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 irr. 495 Land Description and Analysis 44 irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 496 Real Estate Taxes 45 Real Estate Taxes The property tax system in California was amended in 1978 by Article XIII to the State Constitution, commonly referred to as Proposition 13. It provides for a limitation on property taxes and for a procedure to establish the current taxable value of real property by reference to a base year value, which is then modified annually to reflect inflation (if any). Annual increases cannot exceed 2% per year. The base year was set at 1975-76 or any year thereafter in which the property is substantially improved or changes ownership. When either of these two conditions occurs, the property is to be re- appraised at market value, which becomes the new base year assessed value. Proposition 13 also limits the maximum tax rate to 1% of the value of the property, exclusive of bonds and direct charges. Bonded indebtedness approved prior to 1978, and any bonds subsequently approved by a two-thirds vote of the district in which the property is located, can be added to the 1% tax rate. According to the Alameda County Tax Collector's Office, the subject property has a tax rate of 1.2684%. The existing ad valorem taxes are of nominal consequence in this appraisal, primarily due to the fact these taxes will be adjusted as the infrastructure and property improvements are completed and the property is sold off to individual homeowners. Additionally, the subject is within the boundaries of Improvement Area (IA) No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). According to the Rate and Method of Apportionment, the annual special taxes applicable to the subject's facilities are as presented in the table below: Special Tax Table (Fiscal Year 2023-2024) Land Use Category Single -Family Detached Property Single -Family Detached Property Single -Family Detached Property Multifamily Property Multifamily Property Multifamily Property Square Footage Category Less than 2,100 SF 2,100 - 2,300 SF Greater than 2,300 SF Less than 1,600 SF 1,600 - 1,800 SF Greater than 1,800 SF Assigned Special Tax $4,891 per unit $5,305 per unit $5,715 per unit $3,835 per unit $4,318 per unit $4,789 per unit Undeveloped Property N/A $139,310 per acre Taxable Non -Residential Property N/A $139,310 per acre Taxable Homeowners Association Property N/A $139,310 per acre Taxable Public Property N/A $139,310 per acre Source: Goodwin Consulting Group, Inc. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 497 Highest and Best Use 46 Highest and Best Use Process Before a property can be valued, an opinion of highest and best use must be developed for the subject site, both as if vacant, and as improved or proposed. By definition, the highest and best use must be: • Legally permissible under the zoning regulations and other restrictions that apply to the site. • Physically possible. • Financially feasible. • Maximally productive, i.e., capable of producing the highest value from among the permissible, possible, and financially feasible uses. Highest and Best Use As If Vacant Legally Permissible The legal factors influencing the highest and best use of the subject property are primarily government regulations such as zoning and building codes. The subject property is entitled for 244 residential units/lots (62 detached and 182 attached) within the Dublin Crossing (now referred to, marketed, as "Boulevard") master planned community. The subject property, as proposed and partially improved, represents a portion of a specific plan that has undergone extensive planning and review. Based on the difficulties in obtaining the subject's existing approvals, it is doubtful any significant project changes would be allowed. Given prevailing land use patterns in the area, only single-family residential development (both attached and detached) is given further consideration in determining highest and best use of the site, as though vacant. Physically Possible The physical and locational characteristics of the properties have been previously described in this report. In summary, the physical characteristics of the site, terrain and soils are suitable for the proposed uses. Location considerations include the compatibility of the subject's proposed use(s) and location with respect to surrounding uses. As indicated previously, the subject represents a portion of a specific plan, which has undergone extensive planning and review. The proposed development has been carefully designed to include an appropriate mix of land uses that are compatible with adjacent uses and uses throughout the planned community. It should be noted at the time of inspection the appraiser did not observe the existence of hazardous material, which may or may not be present on the properties. The appraiser has no knowledge of the existence of such materials on the properties. However, the appraiser is not qualified to detect such substances. The presence of potentially hazardous materials could affect the value of the properties. The value estimates herein are predicated on the assumption there is no material on or in the properties that would cause a loss of value. No responsibility is assumed for any such conditions or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in the field if desired. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 498 Highest and Best Use 47 Financially Feasible Financial feasibility depends on supply and demand influences. With respect to financial feasibility of single-family residential development, consideration to the current state of the residential housing market and its impact on the residential land market is necessary. As previously discussed in the Residential Market Analysis section, the significant rise in mortgage interest rates had an inverse relationship on the affordability of a home. Prior to the second half of 2022, interest rates remained historically low, often at or below 3.0%. Conversations with sales agents in multiple new home projects noted there was a slowing in demand for new residential homes in the second half of 2022, with some buyers priced out of entry-level (lower -priced) homes. Current mortgage interest rates more closely resemble historic rates and for the most part the home buyer pool appears to recognize that the 3% mortgage rate environment was the anomaly and rates around the 7% level are most likely into the foreseeable future. Prior to mid-2022, homebuilders were able to sell homes faster than they were able to construct the homes, but with moderating demand due to rising interest rates and inflation factors, construction delivery is no longer a project challenge. The downward shifts in home prices in the second half of 2022 had a significant impact on underlying land/lot values, and land brokers indicated an abrupt drop in builder demand for developable lots and challenges in selling lots presently available during that time period. Recent market conditions for new homes, constraints on new home inventory, appears to have reversed this trend and early indications are builders are once again looking to increase buildable lot inventories. Reports from active market participants indicate that while only a few bulk lot purchases have closed to builders lately, there is increased interest, and several pending sales are in the due diligence period for acquisition. Lot pricing remains lower than recent peaks achieved, but the return of builder interest in bulk lot acquisitions appears to be signaling a return to steady -to - increasing demand for new homes across many submarkets. Current market conditions once again appear to support development of partially improved and unimproved residential lots. With new, lower lot prices, land development to residential lots is again financially feasible (if the vacant land is acquired at prices commensurate with current new home pricing). This return to feasibility is driven by new home buyers (as of Spring 2023) beginning to adjust their budgets to the new interest rates and making purchases. Due to depleting existing lot inventories for many builders, additional land and lot acquisitions may be the maximally productive use of vacant land (discussed below). Maximally Productive Legal, physical, and market conditions have been analyzed to evaluate the highest and best use of the appraised properties as vacant. The analysis is presented to evaluate the type of use(s) that will generate the greatest level of future benefits possible to the property. Based on the factors previously discussed, the maximally productive use of the appraised properties, and their highest and best use as vacant, is single-family residential development. The probable buyer of vacant land in the residential space is a merchant builder. For the most part these likely buyers have existing inventories, which under current new home pricing and pace of sales may supply their needs into the foreseeable future. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 499 Highest and Best Use 48 As Improved (Proposed) Highest and best use of the property as improved pertains to the use that should be made in light of its current improvements. In the case of land under development with some construction completed, consideration must be given to whether it makes sense to demolish existing improvements (either on -site or off -site improvements) for replacement with another use. The time and expense to demolish existing improvements, re -grade, reroute utilities or re -map, must be weighed against alternative uses. If the existing or proposed improvements are not performing well, then it may produce a higher return to demolish existing improvements, if any, and re -grade the site for development of an alternative use. Based on the current condition, the improvements completed contribute to the overall property value. The value of the subject as improved exceeds its value as vacant less demolition costs. The highest and best use of the subject as improved is for continuation of single-family development. The probable buyer of the residential lots in an as -improved condition would be a production homebuilder. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 500 Valuation Methodology 49 Valuation Valuation Methodology Appraisers usually consider three approaches to estimating the market value of real property. These are the cost approach, sales comparison approach and the income capitalization approach. The cost approach assumes that the informed purchaser would pay no more than the cost of producing a substitute property with the same utility. This approach is particularly applicable when the improvements being appraised are relatively new and represent the highest and best use of the land or when the property has unique or specialized improvements for which there is little or no sales data from comparable properties. The sales comparison approach assumes that an informed purchaser would pay no more for a property than the cost of acquiring another existing property with the same utility. This approach is especially appropriate when an active market provides sufficient reliable data. The sales comparison approach is less reliable in an inactive market or when estimating the value of properties for which no directly comparable sales data is available. The sales comparison approach is often relied upon for owner -user properties. The income capitalization approach reflects the market's perception of a relationship between a property's potential income and its market value. This approach converts the anticipated net income from ownership of a property into a value indication through capitalization. The primary methods are direct capitalization and discounted cash flow analysis, with one or both methods applied, as appropriate. This approach is widely used in appraising income -producing properties. Additional analyses often undertaken in the valuation of subdivisions include extraction, land residual analysis, and the subdivision development method. Reconciliation of the various indications into a conclusion of value is based on an evaluation of the quantity and quality of available data in each approach and the applicability of each approach to the property type. The methodology employed in this assignment is summarized as follows: Approaches to Value Approach Applicability to Subject Use in Assignment Cost Approach Not Applicable Not Utilized Sales Comparison Approach Applicable Utilized Income Capitalization Approach Not Applicable Not Utilized irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 501 Market Valuation — Smallest Floor Plans 50 Market Valuation — Smallest Floor Plans A summary of the appraised properties' unit counts by builder is provided in the table below. Improvement Area (IA) 5 Summary by Ownership No. of Owner Builder Neighborhood Project Name Product Type Units Brookfield Bay Area Holdings, LLC Brookfield Homes 21 Ivy Detached 4-Pack 31 22 Vine Attached RowTownhomes 0 31 Lennar Homes of California, LLC Lennar Homes 23 Avalon Attached Carriage RowTownhomes 55 55 Dublin Crossing, LLC* Master Developer 21 Ivy Detached 4-Pack 28 22 Vine Attached RowTownhomes 92 23 Avalon Attached Carriage RowTownhomes 35 155 Various Homeowners Individual Homeowners 21 Ivy Detached 4-Pack 3 23 Avalon Attached Carriage RowTownhomes 0 3 * The subject lots will transfer from the Master Developer to each merchant builders, Brookfield Homes and Lennar Homes, with takedown closing dates scheduled between November 2023 and December 2025. As of the date of value, three of the Ivy units have sold and transferred to individual homeowners. A summary of lot status is provided in the following table. Improvement Area (IA) 5 Lot Status Summary Project Total No. Closed to Sold/ Remaining Under Name Neighborhood Builder of Units Homeowner In Contract to be Sold Construction* Ivy 21 Brookfield Homes 62 3 20 39 26 Vine 22 Brookfield Homes 92 0 0 92 0 Avalon 23 Lennar Homes 90 0 9 81 70 244 3 29 212 96 *Building Permit issued, includes models Therefore, for the purposes of assigning value to the completed and sold homes within the Lombard and Venice projects, a not -less -than estimate of value will be determined for the smallest homes/floor plan offered, which are summarized in the following table. Smallest Floor Plan Summary Project Living Typical Lot Developer's Name Merchant Builder Area (SF) Bedroom Bathroom Stories Garage Product Type Size (SF) Base Price Ivy Brookfield 2,565 4 3.5 Two+ Two -Car Detached 4-Pack 2,750 $1,499,990 Avalon Lennar 1,493 3 2.5 Three Two -Car Attached Carriage RowTownhomes 850 $951,880 The market values of the subject's smallest floor plans are estimated in this section. The objective of the analyses is to estimate the base price per floor plan, net of incentives, upgrades and lot premiums. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 502 Market Valuation — Smallest Floor Plans 51 Incentives can take the form of direct price reductions or non -price incentives such as upgrades or non -recurring closing costs. The sales comparison approach to value is employed in order to establish the market values for each floor plan. This approach is based on the economic principle of substitution. According to The Appraisal of Real Estate, 15th Edition (Chicago: Appraisal Institute, 2020), "The principle of substitution holds that the value of property tends to be set by the cost of acquiring a substitute or alternative property of similar utility and desirability within a reasonable amount of time." The sales comparison approach is applicable when there are sufficient recent, reliable transactions to indicate value patterns or trends in the market. The proper application of this approach requires obtaining recent sales data for comparison with the appraised properties. In order to assemble the comparable sales, we searched public records and other data sources for leads, then confirmed the raw data obtained with parties directly related to the transactions (primarily brokers, buyers and sellers). The comparable sales are summarized in the following table. Comparable Home Sale Summary Contract Close of LivingArea Lot Size No. Address Date Sale Price Escrow (SF) Bedroom Bathroom Garage Year Built (SF) Ivy Comparable Sales 1 Lot 19 9/1/2023 $1,539,990 Pending 2,663 5 4 Two -Car 2023 3,222 2 Lot 17 8/31/2023 $1,524,990 Pending 2,565 4 3.5 Two -Car 2023 2,245 3 Lot 13 8/14/2023 $1,499,990 Pending 2,565 4 3.5 Two -Car 2023 3,548 4 Lot 67 7/21/2023 $1,613,880 8/30/2023 2,384 4 3.0 Two -Car 2023 3,222 Avalon Comparable Sales 5 Lot 1705 8/28/2023 $1,254,880 Pending 2,456 4 3.5 Two -Car 2023 2,035 6 Lot 1801 8/6/2023 $951,880 Pending 1,493 3 2.5 Two -Car 2023 850 7 Lot 1805 7/31/2023 $1,229,880 Pending 2,456 4 3.5 Two -Car 2023 2,035 8 Lot 1802 7/30/2023 $951,880 Pending 1,493 3 2.5 Two -Car 2023 850 irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 503 Market Valuation — Smallest Floor Plans 52 Discussion of Adjustments In order to estimate the market values for the subject floor plans, the comparable transactions were adjusted to reflect the subject with regard to categories that affect market value. If a comparable has an attribute considered superior to that of the subject, it is adjusted downward to negate the effect the item has on the price of the comparable. The opposite is true of categories that are considered inferior to the subject and are adjusted upward. In order to isolate and quantify the adjustments on the comparable sales data, percentage or dollar adjustments are considered appropriate. At a minimum, the appraiser considers whether adjustments are necessary pertaining to these items: • Property rights conveyed • Financing terms • Conditions of sale (motivation) • Market conditions • Location • Physical features A paired sales analysis is performed in a meaningful way when the quantity and quality of data are available. Even so, many of the adjustments require the appraiser's experience and knowledge of the market and information obtained from those knowledgeable and active in the marketplace. A detailed analysis involving each of these factors and the value conclusion for each unit follows. Special Taxes In an effort to account for the impact of bond indebtedness on the sales price, we establish a present value amount for the bond encumbrance based on the annual special tax assessment (escalators are not taken into account), and the remaining term from the date of sale. A majority of the comparables are encumbered by bonds; thus, the present value of the bonds is considered in this analysis to determine its impact on each sale. The adjustment relates to the bond encumbrance of each sale relative to the subject property over a typical (seven year) holding period. As all the comparables are encumbered by the same special tax lien, no adjustments are necessary. Upgrades and Incentives The objective of the analysis is to estimate the base value per floor plan, net of incentives. Incentives can take the form of direct price reductions or non -price incentives such as upgrades or non -recurring closing costs. Incentives and upgrades included in the sales have been considered and adjusted for in this analysis. Property Rights Conveyed In transactions of real property, the rights being conveyed vary widely and have a significant impact on the sales price. As previously noted, the opinion of value in this report is based on a fee simple estate, irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 504 Market Valuation — Smallest Floor Plans 53 subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat, as well as non -detrimental easements, community facility districts and conditions, covenants and restrictions (CC&Rs). All of the comparables represent fee simple estate transactions. Therefore, adjustments for this factor are not necessary. Financing Terms In analyzing the comparables, it is necessary to adjust for financing terms that differ from market terms. If the seller provides incentives in the form of paying for closing costs or an interest rate buy down, a discount has been obtained by the buyer for financing terms. This discount price must then be adjusted to a cash equivalent basis. Also, any incentives applicable toward closing costs would have been reflected in the incentives adjustments previously considered. No adjustments were required for this factor. Conditions of Sale Adverse conditions of sale can account for a significant discrepancy from the sales price actually paid compared to that of the market. This discrepancy in price is generally attributed to the motivations of the buyer and the seller. Certain conditions of sale are considered to be non -market and may include the following: • a seller acting under duress, • a lack of exposure to the open market, • an inter -family or inter -business transaction for the sake of family or business interest, • an unusual tax consideration, • a premium paid for site assemblage, • a sale at legal auction, or • an eminent domain proceeding The comparables did not involve any non -market or atypical conditions of sale. Adjustments for this factor do not apply. Market Conditions (Date of Sale, Phase Adjustment) The market conditions vary over time, but the date of this appraisal is for a specific point in time. In a dynamic economy — one that is undergoing changes in the value of the dollar, interest rates and economic growth or decline — extra attention needs to be paid to assess changing market conditions. Significant monthly changes in price levels can occur in several areas of a neighborhood, while prices in other areas remain relatively stable. Although the adjustment for market conditions is often referred to as a time adjustment, time is not the cause of the adjustment. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 505 Market Valuation — Smallest Floor Plans 54 The comparable sales went into contract between July and September 2023; thus, based on current market conditions, an adjusted for market conditions is not considered necessary. Location Location is a very important factor to consider when making comparisons. The comparables need not be in the same neighborhood but should be in neighborhoods that offer the same advantage and have, in general, the same overall desirability to the most probable buyer or user. The comparables are located within the city of Dublin, more specifically within the subject's Boulevard master planned community, and no adjustments are warranted for this category. Community Appeal In addition to market location adjustments, we consider community appeal adjustments. Even within a specific market location, often specific community characteristics influence sale prices. Often, prices on one street may be significantly higher or lower than the next, despite similar home characteristics. Community characteristics that may influence sale prices include a gated amenity or the condition of surrounding development. All of the comparables are within the subject's Boulevard master planned community, no adjustment for community appeal is necessary. Lot Size The lot size adjustment pertains to the differences between the subject's typical lot size and comparables with either larger or smaller lots. It does not include any lot premium adjustments, which are adjusted for separately. The amount of the adjustment used in the comparison of the base lot sizes comes from a survey of premiums paid for larger lots. Considering the average lot size adjustments factors indicated by the comparable sales utilized in this analysis, a lot size adjustment factor of $10.00/SF is considered reasonable for the subject's residential detached lots, and $15.00/SF for the attached lots. This figure is supported by our observations of sales in the subject's market area. It is noted adjustments within the same subject community are not necessary when lot premiums are identified. Lot Premiums Properties sometimes achieve premiums for corner or cul-de-sac positioning, or proximity to open space or views. Adjustments for lot position premiums would be in addition to lot size adjustments previously considered. The comparable sales have similar lot configurations as the smallest base floor plan and no other adjustments are warranted. Design and Appeal/Quality of Construction Design and appeal of a floor plan is consumer specific. One exterior may appeal to one buyer, while another appeals to a different buyer. These types of features for new homes with similar functional utility are not typically noted in the base sales prices. The comparables are similar to the subject in regard to design and appeal. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 506 Market Valuation — Smallest Floor Plans 55 Construction quality can differ from slightly to substantially between projects and is noted in the exterior and interior materials and design features of a standard unit. In terms of quality of construction, the subject represents good construction quality. All of the comparable sales feature similar construction quality and do not require adjustments. Age/Condition All of the sales represent new construction with a similar effective age as the subject and do not require adjustments. Functional Utility The appraised properties and comparables represent traditional detached single-family residential construction on similar lot size categories as the subject. Adjustments for this factor do not apply. Room Count For similar size units the differences between room count is a buyer preference. One buyer might prefer two bedrooms and a den versus a three -bedroom unit. Extra rooms typically result in additional building area and are accounted for in the size adjustment. Therefore, no adjustments are made for number of total rooms or bedrooms. Because bathrooms are a functional item for each floor plan and add substantial cost due to the number of plumbing fixtures, an adjustment is made for the difference in the number of fixtures between the subject and the comparable sales. The adjustment is based on an amount of $5,000 per fixture (or half -bath) and is supported by cost estimates for a good quality home in the Residential Cost Handbook, published by the Marshall and Swift Corporation. Considering the fact that plumbing upgrades for existing bathrooms generally range from $5,000 to over $25,000 for the various fixtures, the $7,500 per fixture, or half -bath, is supported. Consequently, a factor of $15,000 per full bath is also applied in our analysis. Unit Size/Living Area Units similar (in the same development), except for size, were compared to derive the applicable adjustment for unit size. Those used for comparison purposes, are units within similar projects. Units within the same project were used since they have a high degree of similarity in quality, workmanship, design and appeal. Other items such as a single level or two-story designs, number of bathrooms and number of garage spaces were generally similar in these comparisons, in order to avoid other influences in price per square foot. Where differences exist, they are minor and do not impact the overall range or average concluded. The typical range indicated by the paired units in this analysis generally demonstrated a value range from approximately $75 to upwards of $150 per square foot. Considering the information cited above, a factor of $100 per square foot is concluded to be appropriate and reasonable for the difference in living area between the subject and the comparables, given the quality of the product. Number of Stories For similar size units, the differences between the number of stories is a buyer preference. One buyer might prefer a single -story versus a two-story unit. Typically, more stories result in additional building area and are accounted for in the size adjustment. Adjustments for this factor are not warranted. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 507 Market Valuation — Smallest Floor Plans 56 Parking/Garage The subject's floor plans and all of the comparables offer a standard two -car garage. No adjustments are warranted. Adjustment Grids The following pages include grids reflecting the aforementioned adjustments. Ivy Project Information Subject Property Comparable 1 Comparable 2 Comparable 3 Comparable 4 Project Name Boulevard Ivy Ivy Ivy Lomard Plan Ivy Plan 2 Plan 1 Plan 1 Plan 1 Address/Lot Number Lot 19 Lot 17 Lot 13 Lot 67 City/Area Dublin Dublin Dublin Dublin Dublin Price N/Ap $1,539,990 $1,524,990 $1,499,990 $1,613,880 Price Per SF N/Ap $578.29 $594.54 $584.79 $676.96 Special Taxes (7-year hold) $33,677 $33,677 $33,677 $33,677 $32,371 Adjustment $0 $0 $0-$1,306 Adjusted Price (Including Bonds) $1,539,990 $1,524,990 $1,499,990 $1,612,574 Total Consideration per SF $578.29 $594.54 $584.79 $676.42 Data Source Projectsa les report Project sales report Projectsa les report Project sales report Incentives N/Ap No $0 No $0 No $0 No $0 Upgrades Base No $0 No $0 No $0 No $0 Effective Base Sales Price $1,539,990 $1,524,990 $1,499,990 $1,612,574 Adjustments: Factor Description +/L1 Description +/j- Description +/j-) Desaiption +/I-1 Property Rights FeeSimple Similar Similar Similar Similar Financing Terms Cash Equivalent Similar Similar Similar Similar Conditions of Sale Market Market Market Market Market Market Conditions Contract Date MV 10/4/2023 9/1/2023 8/31/2023 8/14/2023 7/21/2023 Project Location Dublin Dublin Dublin Dublin Dublin Community Appeal Good Similar Similar Similar Similar Lot Size $10.00 2,750 3,222 ($4,720) 2,245 $5,050 3,548 ($7,980) 3,222 ($4,720) Lot Premium N/Ap Similar Similar Similar Similar Design and Appeal Average Similar Similar Similar Similar Quality of Construction Good Similar Similar Similar Similar Age (Total/Effective) New Similar Similar Similar Similar Condition Good/New Similar Similar Similar Similar Functional Utility Good Similar Similar k Similar Similar Room Count Bedrooms 4 5 4 4 4 Baths $15,000 3.5 4.0 ($7,500) 3.5 $0 3.5 $0 3.0 $7,500 Living Area (SF) $100.00 2,565 2,663 ($9,800) 2,565 $0 2,565 $0 2,384 $18,100 Number of Stories Two+ Two+ Two+ Two+ Three Heating/Cooling Central/Forced Similar Similar Similar Similar Garage Two -Car Two -Car Two -Car Two -Car Two -Car Landscaping Front Similar Similar Similar Similar Pool/Spa None Similar Similar Similar Similar Patios/Decks Patio Similar Similar Similar Similar Fencing Rear Similar Similar Similar Similar Fireplace(s) None None None None None Kitchen Equipment Good Similar Similar Similar Similar Other None Similar Similar Similar Similar Gross Adjustments $22,020 $5,050 $7,980 $30,320 Net Adjustments 1522.0201 55.050 157,980) $20,880 Adjusted Retail Value $1,517,970 $1,530,040 $1A92,01O $1,633,454 Concluded Retail Value $1,51O,0001 Indicated Value Per SF 5588.69 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 508 Market Valuation — Smallest Floor Plans 57 Avalon Project Information Subject Property Comparable 5 Comparable 6 Comparable 7 Comparable 8 Project Name Boulevard Avalon Avalon Avalon Avalon Plan Avalon Plan 3 Plan 1 Plan 3 Plan 1 Address/Lot Number Lot 1705 Lot 1801 Lot 1805 Lot 1802 City/Area Dublin Dublin Dublin Dublin Dublin Price N/Ap $1,254,880 $951,880 $1,229,880 $951,880 Price Per SF N/Ap $510.94 $637.56 $500.77 $637.56 Special Taxes (7-year hold) $22,599 $28,220 $22,599 $28,220 $22,599 Adjustment $5,622 $0 $5,622 $0 Adjusted Price (Including Bonds) $1,260502 $951,880 $1,235,502 $951,880 Total Consideration per SF $513.23 $637.56 $503.05 $637.56 Data Source Project sales report Project sales report Projectsa les report Projectsa les report Incentives N/Ap No $0 No $0 No $0 No $0 Upgrades Base No $0 No $0 No $0 No $0 Effective Base Sales Price $1,260,502 $951,880 $1,235,502 $951,880 Adjustments: Factor Description +/(-) Description +/(-1 Description +/(-) Description +/(-) Property Rights Fee Simple Similar Similar Similar Similar Financing Terms Cash Equivalent Similar Similar Similar Similar Conditions of Sale Market Market Market Market Market Market Condi ti ons Contract Date MV 10/4/2023 8/28/2023 8/6/2023 7/31/2023 7/30/2023 Project Location Dublin Dublin Dublin Dublin Dublin Community Appeal Good Similar Similar Similar Similar Lot Size $15.00 850 2,035 ($17,775) 850 $0 2,035 ($17,775) 850 $0 Lot Premium N/Ap Similar Similar Similar Similar Design and Appeal Average Similar Similar Similar Similar Quality of Construction Good Similar Similar Similar Similar Age(Total/Effective) New Similar Similar Similar Similar Condition Good/New Similar Similar Similar Similar Functional Utility Good Similar Similar Similar Similar Room Count Bedrooms 3 4 3 4 3 Baths $15,000 2.5 3.5 ($15,000) 2.5 $0 3.5 ($15,000) 2.5 $0 Living Area (SF) $100.00 1,493 2,456 ($96,300) 1,493 $0 2,456 ($96,300) 1,493 $0 Number of Stories Three Three Three Three Three Heating/Cooling Central/Forced Similar Similar Similar Similar Garage Two -Car Two -Car Two -Car Two -Car Two -Car Landscaping Front Similar Similar Similar Similar Pool/Spa None Similar Similar Similar Similar Patios/Decks Patio Similar Similar Similar Similar Fencing Rear Similar Similar Similar Similar Fireplace(s) None None None None None Kitchen Equipment Good Similar Similar Similar Similar Other None Similar Similar Similar Similar Gross Adjustments $129,075 $0 $129,075 $0 Net Adjustments (5129,075) $0 ($129,0751 SO Adiusted Retail Value 51,131A27 6951.880 51,106A27 5951,880 Concluded Retail Value $955,00O1 Indicated Value Per SF 5639.65 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 509 Market Valuation — Smallest Floor Plans 58 Conclusion of Home Values Adjustments were necessary to account for differences between these homes and the smallest floor plan in the Ivy and Avalon projects. Adjustments were primarily warranted for lot size, bathroom, and living area. Based on the analysis herein, the market value conclusions for the smallest floor plans are as follows: Floor Plan Value Conclusions Living Typical Lot Concluded Base Floor Plan Area (SF) Bedroom Bathroom Stories Garage Size (SF) Retail Value Ivy 2,565 4 3.5 Two+ Two -Car 2,750 $1,510,000 Avalon 1,493 3 2.5 Three Two -Car 850 $955,000 As previously described, as of the date of value, three of the Ivy units had sold and transferred to individual homeowners within the CFD No. 2015-1 (IA No. 5) without and the estimate of not -less -than market value will be assigned to each of these units. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 510 Residential Lot Valuation 59 Residential Lot Valuation Land Residual Analysis The land residual analysis is used in estimating land value when subdivision and development are the highest and best use of the land being appraised. All direct and indirect costs are deducted from an estimate of the anticipated gross sales price of the improved product; the resultant net sales proceeds are then discounted to present value at an anticipated rate over the development and absorption period to indicate the value of the land. The land residual analysis is conducted on a quarterly basis. As a discounted cash flow analysis, the land residual analysis consists of four primary components summarized as follows: Revenue — the gross income is based on the sale of completed homes. Absorption Analysis — the time frame required for sell off. Of primary importance in this analysis is the allocation of the revenue over the absorption period — including the estimation of an appreciation factor (if any). Expenses — the expenses associated with the sell-off are calculated in this section — including infrastructure costs (if any), direct and indirect construction costs, administration, marketing and commission costs, as well as taxes and special taxes (if any). Discount Rate — an appropriate discount rate is derived employing a variety of data. Discussions of these four concepts follows below, with the discounted cash flow analysis offered at the end of this section. Revenue The projected sales price for the average unit within each project will vary, as the ultimate sales price is affected by unit size, location within the project, site influences, horizontal and vertical construction costs, anticipated premiums achievable at the point of retail sale, as well as external influences such as adjacent land uses. The preceding analysis estimated the market value (not -less -than) for the smallest floor plan; whereas, this analysis will consider a typical, or average, sale price for a home within an attached and detached product line. Information in this analysis will be based on the conclusions provided via the market study, prepared by Robert Charles Lesser & Co. Real Estate Advisors, commissioned for this land -secured financing. A typical home size of the proposed product lines for each neighborhood will be utilized. Based on analysis of prices and floor plans in the Residential Market Analysis section, as well as Market Pricing and Absorption Analysis, dated October 6, 2023, the respective homes sizes could achieve prices ranging from $1,180,000 to $1,510,000. Considering the discussion in the Residential Market section of this report and current asking prices, we estimate representative homes and corresponding base prices on the subject's neighborhoods as follows: City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 511 Residential Lot Valuation 60 Land Residual Revenue Basis Neighborhood/ Typical Home Project Name Size (SF) Base Price Detached Ivy 2,565 $1,510,000 Attached Vine 2,398 $1,255,000 Avalon 2,254 $1,180,000 These estimates will be utilized in the following analyses. Based on the layout of the lots and parcels indicated by the maps provided, and considering the subject lots are generally similar in size to one another, lot premium allocations are not warranted. The subject does not feature any lots meriting a lot premium, and all lots are generally similar in size. The subject does not feature any atypical premiums such as view or open space frontage. As will be discussed in the expense section that follows, given the typical product line size at the Boulevard, it is anticipated a builder will construct two to four model homes per product line/neighborhood. Upgrade amenity costs are projected at $150,000 per detached model home and $125,000 per attached model home. Typically, builders capture approximately 50% of the cost through the sale of the model and the furniture. Although furnishings are a real cost of the model improvements, they are personal property, not real estate. Thus, furnishings are not included in the opinion of value for the model home premiums. Given this consideration, the recapture cost for model homes are typically reduced to 25% to 40% of model improvement costs. Considering the anticipated foot traffic for the subject property, a recapture amount of 35% is considered reasonable. Using this percentage, a recapture of $52,500 per detached model (35% x $150,000) and $43,750 per attached model (35% x $125,000) are concluded, which will be considered in the estimate of aggregate retail value. Closing Projections For the attached product, the typical time required for the construction of units is estimated at approximately nine to 18 months from start to closing. For the detached product, construction of the homes is estimated at approximately two to nine months. It is assumed that closings will occur within nine months of the date of sale. These assumptions are reflected in the projected construction schedules shown in the land residual model's project activity table in the section titled direct construction and phasing. Since the land residual analysis is conducted on a quarterly basis, closings are reflected in the second period following the sale. Changes in Market Conditions (Price Increases or Decreases) The subject's market area has experienced rapid market appreciation in home prices for the past few years; however, since early 2022 the Federal Reserve Bank began raising the benchmark federal -funds rate (from near zero in March 2022) in an effort to manage rising inflation. The fed -funds rate is greater than 5%, which has resulted in a substantial rise in mortgage interest rates, which now exceed City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 512 Residential Lot Valuation 61 7.00%. Market expectations are for additional rate increases. The rise in mortgage interest rates is anticipated to impact the affordability of homes for a certain segment of the homebuyer market, which may impact pricing in the near term. Consequently, under current market conditions, forecasting home appreciation during the absorption period is speculative, and several homebuilders surveyed indicate they typically do not trend/forecast home appreciation during the sell-off period. Therefore, for purposes of this analysis, the home price revenue will be held constant during the sell- off period. Absorption According to the Market Pricing and Absorption Analysis for the Dublin Crossing (Boulevard) Improvement Area No. 5 development, prepared by Robert Charles Lesser & Co., total annual absorption within the range of 110 and 142 units/lots is projected for the subject, equivalent to approximately 9.2 to 11.8 units/lots per month. Considering our discussion in the Residential Market Analysis section, and for purposes of this analysis, it is estimated the subject attached projects can achieve an absorption rate of 4.0 sales per month (12.0 sales per quarter), with the detached product selling at a rate beginning at 3.5 sales per month (or roughly 11.0 sales per quarter). These conclusions suggest a total absorption of approximately 11 units/lots per month between the three neighborhoods in Improvement Area No. 5, which is generally consistent with that projected in the Market Pricing and Absorption Analysis prepared by Robert Charles Lesser & Co. With sales beginning in Period 1, the subject's lots sell out in six to eight periods, depending on neighborhood, and require one to two additional periods to complete construction and close escrow. Expense Projections As part of an ongoing effort to assemble market information, the table below reflects survey responses and developer budget information for numerous single-family residential subdivisions throughout the Northern California region. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 513 Residential Lot Valuation 62 Attached Residential Budgets Indirect % Developer Budget No. of Avg. Unit G & A % of Mkt & Sales % Direct of Direct Site Permits & Profit % of Projected Classification Date Unit Quality Size (SF) Revenue of Revenue Costs/SF Costs Costs/Unit Fees/Unit Revenue IRR Sales/Mo. Local 2021 84 Average 1,500 N/Av N/Av $109.96 1% $56,681 $13,280 N/Av N/Av N/Av Regional 2021 101 Good 1,586 3.45% 1.20% $171.32 12% $107,339 $42,985 8.9% 12.5% 4.8 Local 2021 58 Good 1,540 1.00% 4.90% $294.96 13% N/Av $37,600 9.6% N/Av N/Av Local 2021 18 Good 1,841 N/Av N/Av $225.47 21% $33,860 $31,393 N/Av N/Av 1.5 Regional 2021 15 Good 1,678 4.80% 1.34% $223.00 17% $108,667 $40,000 10.9% N/Av 4.0 Regional 2020 102 Average 1,560 2.80% 6.00% $136.00 18% $105,207 $44,282 24.5% N/Av 3.0 Regional 2020 42 Average 1,699 4.00% 2.40% $81.73 13% $134,306 $15,477 12.5% 28.0% 3.8 Regional 2020 237 Average 1,818 2.49% 0.54% $135.00 6% $78,137 $27,818 12.5% 22.2% 5.3 Regional 2020 134 Good 1,707 N/Av N/Av $180.00 16% $187,280 $27,365 N/Av N/Av 4.0 Regional 2020 68 Good 2,007 N/Av N/Av $205.00 16% $187,280 $31,645 N/Av N/Av 4.0 Regional 2020 64 Good 2,111 N/Av N/Av $205.00 10% $80,058 $31,370 N/Av N/Av N/Av Regional 2020 60 Good 2,019 N/Av N/Av $188.00 10% $80,058 $30,150 N/Av N/Av N/Av Regional 2019 52 Average 1,621 1.80% 1.57% $150.63 8% $68,123 $60,000 N/Av N/Av N/Av Regional 2019 46 Average 1,525 4.88% 4.90% $99.86 18% $52,598 $34,939 N/Av N/Av N/Av Local 2019 21 Average/Good 1,593 N/Av N/Av $135.00 9% $47,033 $24,811 N/Av N/Av N/Av Local 2019 7 Average/Good 1,639 N/Av N/Av $130.00 9% $66,982 $24,235 N/Av N/Av N/Av Regional 2019 28 Good 2,400 N/Av N/Av $105.00 N/Av $75,472 $47,162 N/Av N/Av N/Av Regional 2019 22 Average 1,939 3.00% 6.00% $120.00 16% $80,099 $103,149 N/Av N/Av 4.0 Regional 2019 74 Average 1,519 N/Av 5.8% $143.56 8% $115,000 $37,270 N/Av N/Av 3.0 Local 2019 37 Good 2,037 N/Av N/Av $152.29 19% $88,387 $16,701 N/Av N/Av N/Av Minimum 7 Average 1,500 1.00% 0.54% $81.73 1% $33,860 $13,280 8.9% 12.5% 1.5 Maximum 237 Good 2,400 4.88% 6.00% $294.96 21% $187,280 $103,149 24.5% 28.0% 5.3 Average 64 Average/Good 1,767 3.14% 3.47% $159.59 13% $92,240 $36,082 13.2% 20.9% 3.7 Detached Subdivision Budgets Indirect % Developer Budget No. of Avg. Home Typical G & A% of Mkt & Sales % Direct of Direct Site Permits & Profit % of Projected Classification Date Units Quality Size (SF) Lot Size Revenue of Revenue Costs/SF Costs Costs/Lot Fees/Unit Revenue IRR Sales/Mo. National 2022 919 Good 1,877 4,782 3.0% 3.0% $143.00 N/Av N/Av $78,522 N/Av 25.0% 4 Local 2021 36 Good 2,533 3,450 5.5% 6.6% $112.26 4.9% N/Av $55,497 15.0% N/Av N/Av Local 2021 12 Good 1,909 3,450 N/Av 1.4% $189.48 16.7% $96,162 $36,270 20.0% N/Av 4.0 Regional 2021 147 Average 2,200 3,825 N/Av N/Av $76.00 7.0% $43,972 $48,197 N/Av N/Av 6.6 Regional 2021 72 Good 2,551 3,800 N/Av 7.4% $88.00 N/Av $112,128 $63,610 9.5% N/Av N/Av Local 2020 22 Good 1,692 2,200 N/Av N/Av $170.00 20% $101,441 $25,850 N/Av N/Av N/Av National 2020 14 Average 2,165 3,500 N/Av 3.2% $95.00 12% N/Av $68,214 N/Av N/Av 4 Regional 2020 20 Good 2,670 1,824 N/Av N/Av $160.00 18% $187,280 $40,872 N/Av N/Av 3 National 2020 130 Average 1,988 3,580 N/Av N/Av N/Av N/Av $83,408 $57,000 N/Av N/Av N/Av National 2020 100 Average 1,466 3,680 N/Av N/Av N/Av N/Av $41,319 $43,300 N/Av N/Av N/Av National 2020 144 Average 1,800 2,000 N/Av N/Av $134.00 N/Av $25,569 $37,700 N/Av N/Av N/Av Minimum 12 Average 1,466 1,824 3.0% 1.4% $76.00 4.9% $25,569 $25,850 9.50% 25.0% 3 Maximum 919 Good 2,670 4,782 5.5% 7.4% $189.48 20.0% $187,280 $78,522 20.00% 25.0% 4 Average 147 Average/Good 2,077 3,281 4.3% 4.3% $129.75 13.0% $86,410 $50,457 14.84% 25.0% 3.75 Information from the survey above will contribute to the estimate of development expenses classified as follows. General and Administrative These expenses consist of management fees, liability and fire insurance, inspection fees, appraisal fees, legal and accounting fees and copying or publication costs. This expense category typically ranges from 2.5% to 4.0%, depending on length of project and if all of the categories are included in a builder's budget. We have used 2.0% for general and administrative expenses. Marketing and Sale These expenses typically consist of advertising and promotion, closing costs, sales operations, and sales commissions. The expenses are expressed as a percentage of the gross sales revenue. The range of marketing and sales expenses typically found in projects within the subject's market area is 5.0% to irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 514 Residential Lot Valuation 63 6.5%. A figure of 5.0%, or 2.0% for marketing and 3.0% for sales, is estimated in the marketing and sales expense category. Property Taxes (Ad Valorem and Special Taxes) The subject is located within an area with an effective tax rate of 1.2684%. This amount is applied to the estimated market values and divided by the total number of units to yield an estimate of ad valorem taxes/unit/year. The tax amounts are applied to unclosed inventory over the sell-off period. Property taxes are increased by 2% per year. As referenced, the subject is within the boundaries of Improvement Area (IA) No. 5 of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). According to the Rate and Method of Apportionment, the annual special taxes applicable to the subject's facilities are as presented in the table below: Special Tax Table (Fiscal Year 2023-2024) Land Use Category Si ngl a -Fa mi I y Deta ched Property Single -Family Detached Property Single -Family Detached Property Multifamily Property Multifamily Property Multifamily Property Square Footage Category Less than 2,100 SF 2,100 - 2,300 SF Greater than 2,300 SF Less than 1,600 SF 1,600 - 1,800 SF Greater than 1,800 SF Assigned Special Tax $4,891 per unit $5,305 per unit $5,715 per unit $3,835 per unit $4,318 per unit $4,789 per unit Undeveloped Property N/A $139,310 per acre Taxable Non -Residential Property N/A $139,310 per acre Taxable Homeowners Association Property N/A $139,310 per acre Taxable Public Property N/A $139,310 per acre Source: Goodwin Consulting Group, Inc. The total tax expense is gradually reduced over the absorption period, as the land components are sold off. HOA The subject property is part of a homeowners association. The HOA fees for the three appraised projects are $158 per unit per month. Permits and Fees Permits and fees due at building permit by neighborhood are summarized in the following table. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 515 Residential Lot Valuation 64 Improvement Area (IA) 5 Permits and Fees by Neighborhood Ivy Vine Avalon Total Fees 62 Lots 92 Lots 90 Lots 244 Lots Land Permits & Fees - Builder Detached Attached Attached Water Connection/Meter/Drain/Waste Fee @ BP* $ 2,110,976 $ 2,715,748 $ 2,570,400 $ 7,397,124 Traffic Impact @ BP $ 841,898 $ 987,006 $ 946,998 $ 2,775,902 Frwy/Trans @ BP $ 16,012 $ 23,760 $ 23,243 $ 63,015 Publin Arts in -Lieu @ BP $ $ $ - $ Fire Impact @ BP $ 21,018 $ 19,044 $ 18,630 $ 58,692 Other Land Fees @ BP $ 2,562 $ 2,822 $ 2,639 $ 8,022 Building Permit @ BP $ 644,364 $ 751,985 $ 811,860 $ 2,208,209 Zone 7 Water Fee @ BP $ 2,091,260 $ 3,103,160 $ 3,035,700 $ 8,230,120 Public Facilities Fees @ BP $ 1,848,964 $ 1,740,732 $ 1,573,830 $ 5,163,526 Total Fee Credits @ BP $ (1,378,942) $ (1,248,900) $ (1,285,740) $ (3,913,582) Total Land Permits & Fees - Builder (w/o School Fees) $ 6,198,111 $ 8,095,357 $ 7,697,561 $ 21,991,029 Average School Fees - Est ($9.10/SF) Total Permits & Fees - w/ School Fees $ 1,650,849 $ 1,950,858 $ 1,629,810 $ 5,231,517 $ 7,848,961 $ 10,046,215 $ 9,327,371 $ 27,222,546 Permits & Fees (w/ School Fees) per lot $ 126,596 $ 109,198 $ 103,637 $ 111,568 Direct and Indirect Construction Costs Construction costs are generally classified into direct and indirect costs. Direct costs reflect the cost of labor and materials to build the project. Direct costs generally are lower per square foot for larger floor plans, all else being equal, due to economies of scale. Indirect items are the carrying costs and fees incurred in developing the project and during the construction cycle. Construction quality and market -segment are significant factors that affect direct construction costs. In addition, national/public builders, which are able to achieve lower costs due to the larger scale in which orders are placed, routinely achieve lower direct costs. Anticipated construction costs applicable to the subject were not provided. Recent conversations with homebuilders confirm construction costs have increased over the last 12 months. Based on cost information provided by the homebuilders, considering the quality of the product line for each neighborhood analyzed, direct cost estimates of $155 per square foot is applied to the various concluded typical home sizes. Regarding indirect costs, the following list itemizes some of the typical components that generally comprise indirect costs: • Architectural and engineering fees for plans, plan checks, surveys and environmental studies • Appraisal, consulting, accounting and legal fees • The cost of carrying the investment in land and contract payments during construction. If the property is financed, the points, fees or service charges and interest on construction loans are considered • All-risk insurance irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 516 Residential Lot Valuation 65 • The cost of carrying the investment in the property after construction is complete, but before sell -out is achieved • Developer fee earned by the project coordinator • Interest reserve Conversations with homebuilders indicate the indirect costs generally range anywhere from 10% to 20% of the direct costs (excluding marketing, sales, general and administrative expenses, taxes, which are accounted for separately). An estimate of 18% is considered reasonable for the subject. Model Complex It is anticipated the merchant builders will construct three model homes for each product line. Model upgrade expenses can vary widely depending upon construction quality, targeted market and anticipated length of time on the market. These upgrades, exterior and interior, including furniture, can range from $20,000 per model to over $250,000 per model for executive homes. Based on the quality of the subject's proposed improvements and the targeted buyer segment, a model upgrade cost of $150,000 per detached model home and $125,000 per attached model home are considered reasonable for the subject's lots. Of this amount approximately 35% will be recaptured with the sale of the models reflecting a model recapture of $52,500 per detached model (35% x $150,000) and $43,750 per attached model (35% x $125,000). Model costs will be applied over the initial two periods. Summary The following chart summarizes the revenue and expenses discussed on the preceding pages. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 517 Residential Lot Valuation 66 Revenue & Expense Summary (Ivy, Neighborhood 21) REVENUE SUMMARY Floor Plan Average Unit Lot Premiums Model Recapture (@ 35% of cost) No. of Units 62 Unit Size (SF) 2,565 Base Retail $/SF Value Per Unit Extension $589 $1,510,000 $93,620,000 so so $105,000 62 2,565 (weighted avg.) Total Revenue Before Appreciation: $ 93,725,000 $1,511,694 /unit Total Revenue After Appreciation: $ 93,725,000 $1,511,694 /unit EXPENSES SUMMARY General and Administrative Marketing and Sales Ad Valorem Taxes Direct Charges Special Taxes/Assessments Homeowner's Association Fees Model Costs Permits and Fees Subtotal: 2.0% of total revenue 5.0% of total revenue $7,770 /unit/year /unit/year /unit/year /unit/month models $0 $5,715 $158 2 Total Over Sell -Off Period 1,874,500 4,686,250 405,289 (from cash flow) - (from cash flow) 298,084 (from cash flow) 98,118 (from cash flow) 300,000 $150,000 (per model) 7,848,961 $126,596 (per unit) 15,511,201 Direct Construction Costs (Before Appreciation) SF Units Cost/SF Extension Average/Typical Floor Plan 2,565 62 $155.00 $ 24,649,650 $397,575 /unit Indirect Construction Costs 18% of Direct Costs $ 4,436,937 Subtotal: $ 29,086,587 Total Expenses Before Appreciation: $ 44,597,788 $71,564 /unit City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 518 Residential Lot Valuation 67 Revenue & Expense Summary (Vine, Neighborhood 22) REVENUE SUMMARY Floor Plan Average Unit Lot Premiums Model Recapture (@ 35%of cost) EXPENSES SUMMARY General and Administrative Marketing and Sales Ad Valorem Taxes Direct Charges Special Taxes/Assessments Homeowner's Association Fees Model Costs Permits and Fees Subtotal: No. of Units 92 Unit Size (SF) 2,398 92 2,398 (weighted avg.) Base Retail $/SF Value Per Unit Extension $523 $1,255,000 $115,460,000 $0 $0 $131,250 Total Revenue Before Appreciation: $ 115,591,250 $1,256,427 /unit 2.0% of total revenue 5.0% of total revenue $5,108 /unit/year /unit/year /unit/year /unit/month models $0 $4,789 $158 3 Direct Construction Costs (Before Appreciation) SF Units, Average/Typical Floor Plan 2,398 92 Indirect Construction Costs 18% of Direct Costs Subtotal: Total Revenue After Appreciation: $ 115,591,250 $1,256,427 /unit Cost SF $155.00 Total Over Sell -Off Period $ 2,311,825 $ 5,779,563 $ 516,583 (from cash flow) $ (from cash flow) $ 484,302 (from cash flow) $ 189,600 (from cash flow) $ 375,000 $125,000 (per model) $ 10,046,215 $109,198 (per unit) $ 19,703,088 Fxtension $ 34,195,480 $ 6,155,186 $ 40,350,666 Total Expenses Before Appreciation: $ 60,053,754 $371,690 /unit $66,904 /unit City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 519 Residential Lot Valuation 68 Revenue & Expense Summary (Avalon, Neighborhood 23) REVENUE SUMMARY Floor Plan Average Unit Lot Premiums Model Recapture (@ 35% of cost) No. of Units 90 Unit Size (SF) 2,254 90 2,254 (weighted avg.) Base Retail $/SF Value Per Unit Extension $524 $1,180,000 $106,200,000 $0 $0 $131,250 Total Revenue Before Appreciation: $ 106,331,250 $1,181,458 /unit Total Revenue After Appreciation: $ 106,331,250 $1,181,458 /unit EXPENSES SUMMARY General and Administrative Marketing and Sales Ad Valorem Taxes Direct Charges Special Taxes/Assessments Homeowner's Association Fees Model Costs Permits and Fees Subtotal: 2.0% of total revenue 5.0% of total revenue $4,810 /unit/year /unit/year /unit/year /unit/month model s $0 $4,789 $158 3 Direct Construction Costs (Before Appreciation) SF Units Average/Typical Floor Plan 2,254 90 Indirect Construction Costs 18% of Direct Costs Su btota l : Cost SF $155.00 Total Over Sel I -Off Period $ 2,126,625 $ 5,316,563 $ 466,838 (from cash flow) $ - (from cash flow) $ 464,808 (from cash flow) $ 182,016 (from cash flow) $ 375,000 $125,000 (per model) $ 9,327,371 $103,637 (per unit) $ 18,259,219 Extension $ 31,443,300 $ 5,659,794 $ 37,103,094 Total Expenses Before Appreciation: $ 55,362,313 $349,370 /unit $62,887 /unit Developer's Incentive and Discount Rate The project yield rate is the rate of return on the total un-leveraged investment in a development, including both equity and debt. The leveraged yield rate is the rate of return to the "base" equity position when a portion of the development is financed. The "base" equity position represents the total equity contribution. The developer/builder may have funded all of the equity contribution, or a consortium of investors/builders as in a joint venture may fund it. Most surveys indicate that the threshold project yield requirement is about 20% to 30% for production home type projects. Instances in which project yields may be less than 20% often involve profit participation arrangements in master planned communities where the master developer limits the number of competing tracts. According to a leading publication within the appraisal industry, the PwC Real Estate Investor Survey[11, discount rates for land development projects ranged from 12.00% to 30.00%, with an average of 19.2% during the Second Quarter 2023, which is 50 basis points higher than the average reported in the Fourth Quarter 2022, 100 basis points higher than a year ago, and assumes entitlements are in place. Without entitlements in place, certain investors will increase the discount [1] PwC Real Estate Investor Survey, PricewaterhouseCoopers, 2nd Quarter 2023. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 520 Residential Lot Valuation 69 rate an average of 125 basis points. According to the data presented in the survey prepared by PwC, the majority of those respondents who use the discounted cash flow (DCF) method do so free and clear of financing. Additionally, the participants reflect a preference in including the developer's profit in the discount rate, versus a separate line item for this factor. As such, the range of rates presented above is inclusive of the developer's profit projection. The discount rates are based on a survey that includes residential, office, retail and industrial developments. Participants in the survey indicate the highest expected returns are on large-scale, unapproved developments. The low end of the range was extracted from projects where certain development risks had been lessened or eliminated. Several respondents indicate they expect slightly lower returns when approvals/entitlements are already in place. Excerpts from recent PwC surveys are copied below. "Development land investors continue to search for opportunities, especially in the apartment and industrial sectors of the industry. They note, however, that holding costs are dramatically higher due to the rise in interest rates over the past year, which could change their strategies for the near term and keep their acquisitions to a minimum. 'Deals are requiring further due diligence to meet projected returns,' states an investor. Unfortunately, the current stress in the financial sector is adding additional challenges. 'We are looking closely at our banking relationships,' says another. Growth rates for development expenses, such as amenities, real estate taxes, advertising, and administration, range from 0.00% to 10.00% and average 4.71%. For lot pricing, investors indicate a range from 2.00% to 5.00%; the average growth rate is 3.13%." (Second Quarter 2023) "Confronted with inflation, rising interest rates, economic uncertainty, and a slowdown in tenant demand, it is not surprising that most surveyed investors expect property values to decline over the next 12 months...When looking at macro development prospects for the five major commercial real estate sectors included in Emerging Trends, only the hotel sector shows an improvement in its rating from last year... Although the industrial/distribution and multi -family sectors boast the highest ratings for 2023, they both slip this year among respondents... From a micro standpoint, the top -five property types for development prospects in 2023 are datacenters, fulfillment, moderate-income/workforce apartments, life -science facilities, and single-family rental housing." Labor costs and availability as well as material costs are among the top three reported development issues for 2023. (Fourth Quarter 2022) "Based on our Survey results, the industrial and multifamily sectors of the U.S. commercial real estate industry offer the best development land investment opportunities due to strong tenant demand. Investors also see opportunities in the single-family residential sector...However, many are mindful that rising interest rates could dampen demand even though U.S. homebuilding unexpectedly rose in March 2022. Still, record low housing supply should continue to support homebuilding this year...Over the next 12 months, surveyed investors are mostly optimistic regarding value trends for the national development land market. Their expectations range from a decline of 5.0% to growth of 25.0% with an average expected value change of +7.0%. This average irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 521 Residential Lot Valuation 70 is better than where it is was both six months ago, as well as a year ago (+5.8% for both time periods)." (Second Quarter 2022) "Compared to five years ago, both the apartment and industrial sectors show strong gains in their ratings, while the other three sectors [retail, office, hotel] see their ratings decline...From a micro standpoint, the top five property types for development prospects in 2022 are fulfillment, life science facilities, warehouse, single-family rental housing, and moderate-income/workforce apartments." Among the top five development issues as reported among Emerging Trends Respondents are construction material costs, construction labor costs, construction labor availability, land costs and state & local regulations. (Fourth Quarter 2021) "2020 revealed that where people work and where people live can be very far apart," says a development land participant. This philosophy is a driving force behind a resurgence of new -home construction in the United States. In the nonresidential sector, each segment reported year -over - year declines in spending as of March 2021. Over the next 12 months, surveyed investors are most optimistic regarding value trends for the national development land market. Their expectations range from a decline of 5.0% to growth of 25.0% with an average expected value change of +5.8%. This average is better than where it was six months ago (+4.9%), as well as a year ago (-6.9%). (Second Quarter 2021) For 2021, most Emerging Trends respondents (53.0%) believe that debt capital for development and redevelopment will be undersupplied. This percentage is more than twice the figure from last year's report and is likely due to the uncertainty tied to the pandemic. Interestingly, the percentage of respondents that feel debt capital for such projects will be "in balance" drops this year to 35.0% — down from 57.0% in 2020. (Fourth Quarter 2020) Amid the COVID-19 crisis, participants in the national development land market are looking to reduce leverage, lessen their holding costs, and preserve cash flow. "These are highly uncertain times, and we are moving in a direction no one thought we'd be headed a few months ago," shares a participant. Although some investors are looking to acquire distressed properties, it is difficult to ascertain pricing amid such uncertainty. For now, most investors are content to wait on the sidelines for a clearer path to emerge before they formulate new strategies for the rest of 2020 and beyond. (Second Quarter 2020) City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 522 Residential Lot Valuation 71 Project Yield Rate Survey Data Source Yield / IRR Expectations (Inclusive of Profit) PwC Real Estate Investor Survey - Range of 12.0% to 30.0%, with an average of 19.20%, on an unleveraged Second Quarter 2023 (updated semi-annually) basis, for land development (national average) National Builder 20% to 25% for entitled lots Regional Builder 18% to 25%. Longer term, higher risk projects on higher side of the range, shorter term, lower risk projects on the lower side of the range. Long term speculation properties (10to 20years out) often closer to 30%. National Builder 18% minimum, 20% target Developer Minimum IRR of 20-25%; for an 8to 10 year cash flow, mid to upper 20% range Developer 25% IRR for land development is typical (no entitlements); slightly higher for properties with significant infrastructure costs Land Management Company 20% to 30% IRR for land development deals on an unleveraged basis Land Developer 35% for large land deals from raw unentitled to tentative map stage, unleveraged or leveraged. 25% to 30% from tentative map to pad sales to merchant builders, unleveraged Land Developer 18% to 22% for land with some entitlements, unleveraged. 30% for raw unentitled land Real Estate Consulting Firm Low 20% range yield rate required to attract capital to longer -term land holdings Land Developer Merchant builder yield requirements in the 20% range for traditionally financed tract developments. Larger land holdings would require 25% to 30%. Environmentally challenged or politically risky development could well run in excess of 35%. Regional Builder 10% discount rate excluding profit for single-family subdivisions National Builder 10% to 40% for single-family residential subdivisions with 1-2year development timelines Regional Builder 15%to20%IRR Regional Builder No less than 20% IRR for land development, either entitled or unentitled Land Developer 20% to 30% for an unentitled property; the lower end of the range would reflect those properties close to tentative maps Regional Builder No less than 30% when typical entitlement risk exists According to industry sources, project yield rates historically have ranged anywhere from 5% to 25%, with a predominate range of 5% to 25%. A yield rate is based on the perceived risk associated with the development. Positive attributes of the subject property include steady demand in the market area and stabilizing home prices. There are some "negative" attributes associated with the subject such as rising interest rates, in addition to the potential for deterioration in market conditions in the residential sector that would result from a change in macroeconomic factors (i.e., continued high inflation, unemployment rates, interest rates, etc.). Based on the characteristics of the subject an internal rate of return (IRR) of 22% is used in our analyses. Conclusion The land residual analysis is presented as follows: irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 523 Residential Lot Valuation 72 Land Residual Analysis (Ivy, Neighborhood 21) Quarter: 0 ABSORPTION Sales Close of Escrow (COE) 2 3 4 5 6 7 Total 11 0 11 11 11 11 7 11 11 11 11 11 7 Unsold Inventory 62 51 40 29 18 7 62 62 Sales Revenue (Before Appreciation) $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 10,581,855 $ Annual Appreciation Factor 0% 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 Sales Revenue (After Appreciation) $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 10,581,855 $ - $ 93,725,000 Total Sales Revenue (at Close of Escrow) $ - $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 16,628,629 $ 10,581,855 $ 93,725,000 EXPENSES AND CASH FLOWS General and Administrative 2.0% $ (267,786) $ (267,786) $ (267,786) $ (267,786) $ (267,786) $ (267,786) $ (267,786) $ (1,874,500) Marketing and Sales 5.0% $ - $ (831,431) $ (831,431) $ (831,431) $ (831,431) $ (831,431) $ (529,093) $ (4,686,250) Ad Valorem Taxes ($/unit/yr) $7,770 $ (120,441) $ (99,568) $ (78,483) $ (57,185) $ (35,671) $ (13,942) $ - $ (405,289) Direct Charges ($/unit/yr) $0 $ - $ $ - $ - $ $ - $ - $ - Special Taxes/Assessments ($/uni t/yr) $5,715 $ (88,583) $ (73,231) $ (57,723) $ (42,058) $ (26,236) $ (10,254) $ - $ (298,084) Homeowner's Association Fees ($/unit/mo) $158 $ (29,388) $ (24,174) $ (18,960) $ (13,746) $ (8,532) $ (3,318) $ - $ (98,118) Model Costs $ (150,000) $ (150,000) $ - $ - $ $ - $ - $ (300,000) Permits and Fees $ (1,392,558) $ (1,392,558) $ (1,392,558) $ (1,392,558) $ (1,392,558) $ (886,173) $ - $ (7,848,961) Subtotal: $ (2,048,755) $ (2,838,747) $ (2,646,940) $ (2,604,764) $ (2,562,214) $ (2,012,903) $ (796,878) $(15,511,201) Direct Construction Costs $ (2,186,663) $ (4,373,325) $ (4,373,325) $ (4,373,325) $ (4,373,325) $ (3,578,175) $ (1,391,513) Annual Appreciation Factor 0% 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 Direct Construction Costs (Appreciated) $ (2,186,663) $ (4,373,325) $ (4,373,325) $ (4,373,325) $ (4,373,325) $ (3,578,175) $ (1,391,513) $(24,649,650) Indirect Construction Costs Subtotal: Total Expenses 18% $ (393,599) $ (787,199) $ (787,199) $ (787,199) $ (787,199) $ (644,072) $ (250,472) $ (4,436,937) $ (2,580,262) $ (5,160,524) $ (5,160,524) $ (5,160,524) $ (5,160,524) $ (4,222,247) $ (1,641,985) $(29,086,587) $ (4,629,016) $ (7,999,271) $ (7,807,464) $ (7,765,287) $ (7,722,737) $ (6,235,150) $ (2,438,863) $(44,597,788) NET INCOME BEFORE DEVELOPER'S INCENTIVE $ (4,629,016) $ 8,629,359 $ 8,821,165 $ 8,863,342 $ 8,905,892 $ 10,393,479 $ 8,142,992 $ 49,127,212 Present Value Factors Internal Rate of Return (I RR) Discounted Cash Flow Net Present Value (Rounded) 22.00% 0.94787 0.89845 0.85161 0.80722 0.76513 0.72525 0.68744 $ (4,387,693) $ 7,753,068 $ 7,512,225 $ 7,154,638 $ 6,814,204 $ 7,537,827 $ 5,597,792 $ 37,982,061 $ 37,982,000 per unit: $612,613 Land Residual Analysis (Vine, Neighborhood 22) Quarter: 0 1 2 3 4 5 6 7 8 10 Total ABSORPTION Sales 12 12 12 12 12 12 12 8 0 92 Close of Escrow(COE) 0 0 12 12 12 12 12 12 12 92 Unsold Inventory 92 80 68 56 44 32 20 8 0 0 Sales Revenue (Before Appreciation) Annual Appreciation Factor Sales Revenue (After Appreciation) Total Sales Revenue (at Close of Escrow) $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 10,051,413 $ - $ 0% 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 10,051,413 $ - $ - $ 115,591,250 $ - $ - $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 15,077,120 $ 10,051,413 $ 115,591,250 EXPENSES AND CASH FLOWS General and Administrative 2.0% $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (231,183) $ (2,311,825) Marketing and Sales 5.0% $ - $ - $ (753,856) 5 (753,856) 5 (753,856) $ (753,856) $ (753,856) $ (753,856) $ (753,856) 5 (502,571) $ (5,779,563) Ad Valorem Taxes ($/unit/yr) $5,108 $ (117,489) $ (102,675) $ (87,710) $ (72,593) $ (57,323) $ (41,898) $ (26,317) $ (10,579) $ - $ - $ (516,583) Direct Charges ($/uniUyr) $0 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ Special Taxes/Assessments ($/uniUyr) $4,789 $ (110,147) $ (96,259) $ (82,229) $ (68,057) $ (53,741) $ (39,279) $ (24,672) $ (9,918) $ - $ - $ (484,302) Homeowner's Association Fees ($/unit/mo) $158 $ (43,608) $ (37,920) $ (32,232) $ (26,544) $ (20,856) $ (15,168) $ (9,480) $ (3,792) $ - $ - $ (189,600) Model Costs $ (187,500) $ (187,500) $ - $ - $ - $ - $ - $ - $ - $ - $ (375,000) Permits and Fees $ (1,310,376) $ (1,310,376) $ (1,310,376) $ (1,310,376) $ (1,310,376) $ (1,310,376) $ (1,310,376) $ (873,5841 1 - 1 - $110,046,215) Subtotal: $ (2,000,302) $ (1,965,912) $ (2,497,586) $ (2,462,608) $ (2,427,333) $ (2,391,759) $ (2,355,884) $ (1,882,912) (985,038) (733,753) $(19,703,088) Direct Construction Costs $ (2,230,140) $ (2,230,140) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (3,716,900) $ (2,230,140) $ (1,486,760) Annual Appreciation Factor 0% 10000 10000 10000 1.0000 1.0000 1.0000 10000 1.0000 1.0000 1.0000 Direct Construction Costs (Appreciated) $ (2,230,140) $ (2,230,140) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (4,460,280) $ (3,716,900) $ (2,230,140) $ (1,486,760) $(34,195,480) Indirect Construction Costs Subtotal: Total Expenses 18% $ (401,425) $ (401,425) $ (802,850) $ (802,850) $ (802,850) $ (802,850) $ (802,850) $ (669,042) $ (401,425) $ (267,617) $ (6,155,186) $ (2,631,565) $ (2,631,565) $ (5,263,130) $ (5,263,130) $ (5,263,130) $ (5,263,130) $ (5,263,130) $ (4,385,942) $ (2,631,565) $ (1,754,377) $(40,350,666) $ (4,631,867) $ (4,597,477) $ (7,760,716) $ (7,725,738) $ (7,690,464) $ (7,654,890) $ (7,619,014) $ (6,268,854) $ (3,616,604) $ (2,488,130) $(60,053,754) NET INCOME BEFORE DEVELOPER'S INCENTIVE $ (4,631,867) $ (4,597,477) $ 7,316,404 $ 7,351,381 $ 7,386,656 $ 7,422,230 $ 7,458,106 $ 8,808,265 $ 11,460,516 $ 7,563 283 $ 55,537,496 Present Value Factors Internal Rate of Return (I RR) Discounted Cash Flow Net Present Value (Rounded) 22.00% 0.94787 0.89845 0.85161 0.80722 0.76513 0.72525 0.68744 0.65160 0.61763 0.58543 $ (4,390,3961 5 (4,130.6151 5 6.230,749 $ 5,934,158 $ 5,651,784 $ 5,382,941 $ 5,126,976 $ 5,739,456 $ 7,078,350 $ 4,427,777 $ 37,051,182 $ 37,051,000 per unit: $402,728 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 524 Residential Lot Valuation 73 Land Residual Analysis (Avalon, Neighborhood 23) Quarter: 0 2 3 4 5 6 7 8 10 Total ABSORPTION Sales 12 12 12 12 12 12 12 6 0 90 Close of Escrow(COE) 0 0 12 12 12 12 12 12 12 6 90 Unsold Inventory 90 78 66 54 42 30 18 6 0 0 Sales Revenue (Before Appreciation) $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 7,088,750 $ - $ - Annual Appreciation Factor 0% 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 Sales Revenue (After Appreciation) $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 7,088,750 $ - $ - $ 106,331,250 Total Sales Revenue (at Close of Escrow) $ - $ - $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 14,177,500 $ 7,088,750 $ 106,331,250 EXPENSES AND CASH FLOWS General and Administrative 2.0% $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (212,663) $ (2,126,625) Marketing and Sales 5.0% $ - $ - $ (708,875) $ (708,875) $ (708,875) $ (708,875) $ (708,875) $ (708,875) $ (708,875) $ (354,438) $ (5,316,563) Ad Valorem Taxes ($/unit/yr) $4,810 $ (108,223) $ (94,262) $ (80,159) $ (65,913) $ (51,522) $ (36,985) $ (22,302) $ (7,471) $ - $ - $ (466,838) Direct Charges ($/unit/yr) $0 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Special Taxes/Assessments ($/unit/yr) $4,789 $ (107,753) $ (93,852) $ (79,811) $ (65,626) $ (51,298) $ (36,824) $ (22,205) $ (7,439) $ - $ - $ (464,808) Homeowner's Association Fees($/unit/mo) $158 $ (42,660) $ (36,972) $ (31,284) $ (25,596) $ (19,908) $ (14,220) $ (8,532) $ (2,844) $ - $ - $ (182,016) Model Costs $ (187,500) $ (187,500) $ - $ - $ - $ - $ - $ - $ - $ - $ (375,000) Permits and Fees $ 11,243.649) $ 11,243.6491 $ (1,243,6491 $ (1,243,6491 $ (1.243,6491 $ (1,243,649) $ (1,243.6491 $ (621,825) $ - $ - $ (9,327,3711 Subtotal: $ (1,902,447) $ (1,868,899) $ (2,356,441) $ (2,322,322) $ (2,287,914) $ (2,253,217) $ (2,218,226) $ (1,561,116) $ (921,538) $ (567,100) $ (18,259,219) Direct Construction Costs $ (2,096,220) $ (2,096,220) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (3,144,330) $ (2,096,220) $ (1,048,110) Annual Appreciation Factor 0% 10000 10000 10000 1.0000 1.0000 1.0000 10000 1.0000 1.0000 1.0000 Direct Construct' on Costs (Appreciated) $ (2,096,220) $ (2,096,220) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (4,192,440) $ (3,144,330) $ (2,096,220) $ (1,048,110) $ (31,443,300) Indirect Construction Costs 18% 0 (377,3201 $ 1377,320) 5 1754.6391 $ 1754.6391 $ (754.6391 $ (754,6391 0 (754,6391 $ 1565,9791 $ 1377.3201 $ 1188.6601 $ (5,659,794) Subtotal: 5 12.473.5401 5 12.473.5401 5 14.947.0791 $ (4.947.0791 5 (4.947.0791 5 14.947.0791 5 14.947.0791 $ 13.710.3091 $ 12.473.5401 $ (1.236.7701 $(37,103,094) Total Expenses $ (4,375,987) $ (4,342A38) $ (7,303,520) $ (7,269,401) $ (7,234,994) $ (7,200,296) $ (7,165,305) $ (5,271A26) $ (3,395,077) $ (1,803,870) $ (55,362,313) J, 5D ,J,.1ul.882i082 5915.:YUN.1 4L'J,IL 8 8 ,8,EDD,La0( E ,8.181,816) 6,10L',i' S . L,ELL,L33 8 8.881,g:d 8 d,6111.281 L D.u8L:LE1 b 6.688,b11: 4 LS,r1 L,821 . 8,281.660 8 10.88 ,iLD Present Value Factors Internal Rate of Return (I RR) 22.00% 0.94787 0.89845 0.85161 0.80722 0.76513 0.72525 0.68744 0.65160 0.61763 0.58543 Discounted Cash Flow Net Present Value (Rounded) $ 14,147,8551 $ 13,901,4741 $ 5.853,975 $ 5,576,333 $ 5,311.950 $ 5,060,188 $ 4,820,441 $ 5,803,188 $ 6.659,540 $ 3,093,930 $ 34,130,217 $ 34,129,000 per unit: $379,211 City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 525 Residential Lot Valuation 74 Sales Comparison Approach In this section of the report, we will utilize the sales comparison approach to estimate the market value of the subject lots. This value estimate assumes the subject property would sell on a bulk, or wholesale, basis. That is, it would transfer in one transaction to a single buyer. This approach develops an indication of value by researching, verifying, and analyzing sales of similar properties. Our sales research focused on transactions within the following parameters: • Location: East Bay communities • Number of Units/Lots: 50 to 250 units/lots • Transaction Date: within the last 24 to 36 months Our initial search for bulk lot sales focused on Alameda County. However, given the lack of data, we were required to expand our search to include other similar submarkets in the larger Bay Area region, including Santa Clara and Solano Counties. The sale are analyzed on a loaded lot basis. Loaded lot is the equivalent of underlying land, any remaining site development costs and all fees paid through the building permit for home construction. The most relevant sales are summarized in the following table: City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 4 irr 526 Residential Lot Valuation 75 Summary of Comparable Land Sales Sale Sale Price; Date; PV of Spec. Typical Lot Site Dev. Costs/Lot; No. Name/Address Status Tax/Lot Size (SF) Number of Lots $/Lot Permits & Fees/Lot 1 Venice (91 Lots) Jun-23 $36,329,941 4,828 91 $399,230 $119,169 Dublin Blvd. Closed $7,772 $95,031 Dublin Grantor: Dublin Crossing, LLC Grantee: Lennar Comments: This property consists of 9lpartially improved lots (blue top), that transferred in five takedowns between October 2021 and June 2023. This product is attached duet lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $4,150 per lot per year, permits and fees are reportedly $95,031/lot. This project has a typical lot of about 1,600 SF. 2 Lombard (84 Lots) Jun-23 $47,039,570 6,000 84 $559,995 $111,685 Dublin Blvd. Closed $9,549 $108,815 Dublin Grantor: Dublin Crossing, LLC Grantee: Lennar Comments: This property consists of 84 partially improved lots (blue top), that transferred in seven takedowns between October 2021 and June 2023. This product is detached motor court lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $108,815/lot. This project has a typical lot of about 2,640 SF. 3 Melrose (75 Lots) Mar-23 $39,818,126 75 $530,908 $94,112 Dublin Blvd. Closed $9,549 $100,228 Dublin Grantor: Dublin Crossing, LLC Grantee: Brookfield Comments: This property consists of 75partially improved lots (blue top), that transferred in three takedowns between July 2021 and March 2023. This product is detached 4-pack lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $100,228/lot. 4 Iris at The Villages Jul-22 $26,560,000 5,000 100 $265,600 $0 Balance Cir. Closed $1,743 $55,000 Fairfield Grantor: Lewis Operating Corp Grantee: Hearthstone, In Comments: Buyer is acting as a land bank for D.R. Horton, which is developing Iris at the Villages. Home plans range from 1,353 to 2,311 square feet with proposed pricing from $628,000 to $710,000. The typical lot size is approximately 4,790 square feet. Based on other projects in the area, permits and fees are estimated at $55,000 per lot. Special taxes are approximately $931 per lot. 5 One Lake (Neighborhood 6A) May-22 $7,338,600 4,775 60 $122,310 $0 ShoreVis. In -Contract $1,910 $51,000 Fairfield Grantor: One Lake Holdings LLC Grantee: Brookfield Residential Comments: This is a pending sale of 60 stack flats/duet lots sold as finished (fully improved lots). The typical lot size is 2,300 SF. Permits and fees are $51,000; special taxes are approximately $1,020 per lot per year. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 527 Residential Lot Valuation 76 Summary of Comparable Land Sales Sale Sale Price; Date; PV of Spec. Typical Lot Site Dev. Costs/Lot; No. Name/Address Status Tax/Lot Size (SF) Number of Lots $/Lot Permits & Fees/Lot 6 City of Alameda CFD No. 2013-01 (Alameda Landing) Apr-22 $22,065,000 5,775 106 $208,160 $104,811 Mosley Ave. In -Contract $4,397 $15,015 Alameda Grantor: The Successor Agency to the former Community Improvement Commission of the City of Alameda Grantee: Pulte Home Company, LLC Comments: This transaction reflects Phase 3 of Alameda Landing, which includes 106 lots. Permits and fees are estimated at$15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for infrastructure and in -tracts. Remaining site development costs are estimated at$104,811 per lot. The proposed homes will include a mix of condominiums and townhomes. Eight of the homes will be below market rate. The average home size for Phase 3 is 1,406 square feet. This is the last of three takedowns to Pulte; all three takedowns were negotiated together in 2020 and included in one purchase agreement. The first and second takedowns closed in August 2020 and June 2021, respectively. 7 Morgan Hill 7 Jun-21 $25,100,000 102 $246,078 $107,339 Monterey Rd. Closed $0 $42,985 Morgan Hill Grantor: Quail Capital Investments, LLC Gra ntee: TH Monterey Gateway, LLC Comments: Trumark acquired the entitled land for $25,100,000 in June 2021. In addition, Trumark paid the seller $2,300,000 for fees paid and site improvements completed prior to the close of escrow. The property has an approved final map for 101 townhomes (for -sale) and 1 commercial unit. The commercial unit may be demised into up to three suites. The project will include 15 BMR units and 4 live/work units which will offer ground floor in -home office space. Site development costs are estimated at $107,339 per unit; permits and fees are estimated at $42,985 per unit. There are no special taxes. 8 City of Alameda CFD No. 2013-01 (Alameda Landing) Jun-21 $24,075,000 3,096 95 $253,421 $109,895 Mosley Ave. Closed $4,397 $15,590 Alameda Tax ID: 74-1380- Lots 1- 18, 74-1379- Lots 1-18, 74-1373-10 and 74-1373-13 Grantor: The Successor Agency to the former Community Improvement Commission of the City of Alameda Grantee: Pulte Home Company, LLC Comments: This transaction reflects Phase 2 of Alameda Landing, which includes 95 lots. Permits and fees are estimated at $15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for infrastructure and in -tracts. Remaining site development costs at the time of sale are estimated at $109,895 per lot. The proposed homes will include 78 attached homes (mix of townhomes and flats) and 17 detached homes on small lots. Seven of the homes will be below market rate. The average home size for Phase 2 is 1,404 square feet. This is the second of three takedowns to Pulte; all three takedowns were negotiated together and included in one purchase agreement. The first takedown closed in August2020 and the third takedown is scheduled forApri12022. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 528 Residential Lot Valuation 77 Comparable Land Sales Map n wiaeervale .I � Raseviles�� Eldorado National Forest Sacramento Santa Rosa .7 Elk Grove Jackson StariisiaL Fc • Vallejo Fairfielef Point •iI Murphys Reyes Natl. Seashore ..`Concord Sonora Berkeley Stockton San Franciscoflakland ray .0 Daly City •Mndrrsto . San Mateo' Sunnyvale' • Fremont .San JOSe 0 Salinas Mered Dos Palos Made: %,. Mendota 2023 Micros oftxCorporatiort 6 2023 Tam Tom irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 529 Residential Lot Valuation 78 For certain adjustments such as site development cost, permits and fees and Special Taxes, adjustments are made using actual or estimated (present value) dollar amounts. Other adjustments may be categories as either superior or inferior, with qualitative adjustments applied accordingly. If a comparable has an attribute considered superior to that of the subject, it is adjusted downward to negate the effect the item has on the price of the comparable. The opposite is true of categories considered inferior to the subject. The adjustments are made in consideration of paired sales, the appraiser's experience and knowledge and interviews with market participants. Loaded Lot Analysis Prior to the application of adjustments, the following items are added to the per lot sale price. Loaded Lot Analysis Remaining Site Dev. Cost We apply adjustments for remaining site development costs (if any). Permits and Fees Permits and fees due upon building permit are included on a dollar -for - dollar basis. Bond Encumbrance PV Loaded Lot Adjustments All of the comparables transferred with the assumption of bonds; consequently, in order to reflect an estimate of the total consideration of each sale, the present value of the special taxes or the assessment lien are considered. Bond encumbrances are estimated utilizing a 4.5% interest (yield) rate for a two-year anticipated hold. Comparable 1 Comparable2 Comparable 3 Comparable Comparable 5 Comparable 6 Comparable 7 Comparable Lot Price $399,230 $559,995 $530,908 $265,600 $122,310 $208,160 $246,078 $253,421 Remaining Site Development Costs $119,169 $111,685 $94,112 $0 $0 $104,811 $107,339 $109,895 Permits & Fees $95,031 $108,815 $100,228 $55,000 $51,000 $15,015 $42,985 $15,590 Loaded Lot Price Before Bonds $613,430 $780,495 $725,248 $320,600 $173,310 $327,986 $396,402 $378,906 Special Taxes/Assessment Lien $4,150 $5,099 $5,099 $931 $1,020 $2,348 $0 $2,348 Holding Period 2 2 2 2 2 2 0 2 Present Value $7,772 $9,549 $9,549 $1,743 $1,910 $4,397 $0 $4,397 Loaded Lot Price After Bonds $621,202 $790,044 $734,797 $322,343 $175,220 $332,383 $396,402 $383,303 Loaded Lot Adjustment $221,972 $230,049 $203,889 $56,743 $52,910 $124,223 $150,324 $129,882 Adjustment Factors The sales are compared to the subject and adjusted to account for material differences that affect value. The adjustment process is typically applied through either quantitative or qualitative analysis, or a combination of the two. Quantitative adjustments are often developed as dollar or percentage amounts and are most credible when there is sufficient data to perform a paired sales analysis. This analysis relies on qualitative adjustments, with adjustments being characterized as being slightly superior/inferior, superior/inferior, or significantly superior/inferior, where approximate percent adjustments would be assigned as follows: irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 530 Residential Lot Valuation 79 Qualitative Adjustment Summary General Percent of Adjustment Identification Adjustment Ranges Sig. Inferior +++ 11% to 20+% Inferior ++ 6% to 10% SI. Inferior + 1% to 5% Similar 0% SI. Superior - -1% to -5% Superior -6% to -10% Sig. Superior -11% to -20+% While we present percentage adjustments in the above table for comparison purposes, they are based on qualitative judgment rather than empirical research as there is not sufficient data to develop a sound quantitative estimate. As a result of the limited data present in the market, many of the adjustments require the appraiser's experience and knowledge of the market and information obtained from those knowledgeable and active in the marketplace. Additionally, many of the adjustments are subjective and reflect the premiums and discounts a typical buyer would most likely assign for differing attributes between the comparables and the subject property. Our rating of each comparable sale in relation to the subject is the basis for the adjustments. If the comparable is superior to the subject, its sale price is adjusted downward to reflect the subject's relative attributes; if the comparable is inferior, its price is adjusted upward. Adjustment Factor Accounts For Comments Real Property Rights Fee simple, leased fee, leasehold, All the comparables represent fee partial interest, etc. simple estate transactions. Therefore, adjustments for property rights are not necessary. Financing Terms Seller financing, or assumption of The comparable sales were cash to existing financing, at non -market the seller transactions and do not terms. require adjustments. Conditions of Sale Market Conditions Extraordinary motivation of buyer or seller, assemblage, forced sale. Changes in the economic environment over time that affect the appreciation and depreciation of real estate. No adjustments are warranted for this element of comparison. Home values increased significantly in 2021; though, some price appreciation was offset by rising construction costs (materials) and labor shortages during the pandemic. The construction costs have since moderated; although, rising interest rates have impacted irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 531 Residential Lot Valuation 80 Adjustment Factor Location/Community Appeal Number of Lots Accounts For Market or submarket area influences on sale price; surrounding land use influences. Generally, there is an inverse relationship between the number of lots and price per lot such that larger projects (with a greater number of lots) achieve a lower price per lot. Topography/Site Primary physical factors that affect Utility desirability of lots. Lot Premiums/ Discounts Cul-de-sac, single or double -loaded streets, open space, elevated views, etc. Comments pricing and absorption in the last six months. Since all the comparables transferred between June 2021 and June 2023, we apply a slight market conditions adjustments those comparables that transferred in mid-2021. Comparables 4, 5 and 7 warrant upward adjustments for their inferior locations. No other adjustments for location/community appeal are warranted. Typically, variances in per lot prices, all else being equal, are not observed in transactions between 50 and 200 lots. Most of the comparables represent fairly similar sized transactions and do not require adjustment. The subject property is considered to have average utility. Each of the comparables are considered to offer similar site utility as the subject. No adjustments for this factor are warranted. Land Value Conclusion The market data set consists of various sales that are considered reasonable indicators of market value for the fee simple interest in the appraised neighborhoods. After accounting for remaining site development costs, permits and fees and special taxes, the data set reflects an unadjusted (loaded lot price) range of $189,925 to $863,552 per unit/lot. The most recent closed sales of the subject are summarized as follows: irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 532 Residential Lot Valuation 81 Subject Lot Sale No. of Price per Loaded Lot Project Name Units Sale Date Sale Price Lot Adjustment $/Loaded Lot Ivy 10 Feb-23 $5,345,390 $534,539 $213,009 $747,548 12 Apr-23 $6,414,468 $534,539 $213,009 $747,548 12 Aug-23 $7,530,096 $627,508 $213,009 $840,517 Weighted Average $780,360 Less: Permits and Fees $126,596 Finished Lot $653,764 Avalon 15 Mar-23 $3,736,770 $249,118 $173,972 $423,090 10 Mar-23 $2,491,180 $249,118 $173,972 $423,090 10 Jun-23 $2,959,260 $295,926 $173,972 $469,898 20 Sep-23 $7,095,860 $354,793 $173,972 $528,765 Weighted Average $470,028 Less: Permits and Fees $103,637 Finished Lot $366,391 Overall the recent closed transactions of the subject lots/units are supported by market transactions. Based upon the analysis presented herein, a ranking of the subject and the comparable sales is provided in the following table. Bulk Lot Comparable Ranking Comparable2 Comparable3 Comparable 1 Sale Date Jun-23 Mar-23 Jun-23 $/Loaded Lot (Unadjusted) Comparison Lot/Unit Value Fees per Lot/Unit $790,044 Similar $734,797 Similar $621,202 Similar Estimated Loaded Less: Permits and Conclusion of Value Subject: Ivy $780,000 $126,596 $653,404 Subject: Vine $500,000 $109,198 $390,802 Sub'ect: Avalon 470 000 103 637 366 363 Comparable8 Comparable7 Comparable6 Comparable4 Comparable 5 Jun-21 Jun-21 Apr-22 Jul-22 May-22 $383,303 $396,402 $332,383 $322,343 $175,220 Inferior Inferior Inferior Sig. Inferior Sig. Inferior irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 533 Residential Lot Valuation 82 Reconciliation of Lot Value The improved (finished) lot value conclusions indicated by the land residual analysis and sales comparison approach to value are presented below. Reconciliation of Finished Lot Value Lot Size Categories Sales Comparison Approach Land Residual Analysis %Difference Average Concluded Finished Lot Value Ivy, Neighborhood 21 $653,000 per finished lot $612,613 per finished lot 6.59 $632,806 $610,000 per finished lot Vine, Neighborhood 22 $391,000 per finished lot $402,728 per finished lot -2.91% $396,864 $400,000 per finished lot Avalon, Neighborhood 23 $366,000 per finished lot $379,211 per finished lot -3.48% $372,606 $375,000 per finished lot When ample sales are available, the direct sales comparison approach is generally concluded to be the most reliable indication of land value. However, the scarcity of sales that reflect current market conditions for the subject's location result in a required downward adjustment for contracting market conditions, which can be difficult to quantify. Given the information cited above, the direct sales comparison approach as an indicator of value is considered a supporting indicator to the land residential analysis, which considers the current prices achieved for new home sales. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 534 Market Valuation by Owner 83 Market Valuation by Owner The appraised properties represent the taxable parcels in Improvement Area No. 5, a portion of the Dublin Crossing master planned community, within the boundaries of CFD No. 2015-1 (Dublin Crossing) Improvement Area 5. More specifically, the appraised properties consist of 244 residential units/lots (62 detached and 182 attached) held by two separate merchant builders, the Master Developer and individual homeowners. In this section, the previously concluded finished lot values will be allocated to each ownership group comprising the appraised properties in order to provide a market value of the appraised properties by owner. A summary of the various ownership group holdings is restated in the following table. Improvement Area (IA) 5 Summary by Ownership No. of Owner Builder Neighborhood Project Name Product Type Units Brookfield Bay Area Holdings, LLC Brookfield Homes 21 Ivy Detached 4-Pack 31 22 Vine Attached RowTownhomes 0 31 Lennar Homes of California, LLC Lennar Homes 23 Avalon Attached Carriage RowTownhomes 55 55 Dublin Crossing, LLC* Master Developer 21 Ivy Detached 4-Pack 28 22 Vine Attached RowTownhomes 92 23 Avalon Attached Carriage RowTownhomes 35 155 Various Homeowners Individual Homeowners 21 Ivy Detached 4-Pack 3 23 Avalon Attached Carriage RowTownhomes 0 3 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. ^ The subject lots will transfer from the Master Developer to each merchant builders, Brookfield Homes and Lennar Homes, with takedown closing dates scheduled between November 2023 and December 2025. The previous analysis derived estimates of market value for the various residential land components comprising Improvement Area No. 5 of the City of Dublin CFD No. 2015-1. As previously discussed, the estimates of market value provided herein are subject to the hypothetical condition various public improvements to be financed by the Bonds are in place. According to information provided by representatives of the Master Developer (Dublin Crossing, LLC), all required infrastructure improvements servicing Improvement Area No. 5 have been substantially complete (reportedly only $501,593 remain). Therefore, for purposes of this analysis, it is presumed available construction fund proceeds from the sale of the Bonds will provide for the completion of remaining infrastructure improvements associated with Improvement Area No. 5. In light of the fact the property owners have a number of lot(s) that could sell in bulk to one buyer within 12 months, which is supported by the recent acquisition of the subject land, no discounting is necessary. Based on the previous analysis, the estimates of market value (in bulk), by builder, as well as the cumulative, or aggregate, value of Improvement Area No. 5 of the CFD, subject to the impact of City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 535 Market Valuation by Owner 84 the Lien of the Special Tax securing the Bonds, as of the date of value, October 4, 2023, are estimated in the table on the following page. Value Conclusions Project No. of Construction Concluded Unit Concluded Owner Builder Neighborhood Name Product Type Units Status Value Value Brookfield Bay Area Holdings, LLC Brookfield Homes 21 Ivy Detached 4-Pack 31 Finished Lots $610,000 $ 18,910,000 22 Vine Attached RowTownhomes 0 Finished Lots $400,000 $ - 31 $ 18,910,000 Lennar Homes of California, LLC Lennar Homes 23 Avalon Attached Carriage Row Townhomes 55 Finished Lots $375,000 $ 20,625,000 $ 20,625,000 Dublin Crossing, LLC* Master Developer 21 Ivy Detached 4-Pack 28 Finished Lots $610,000 $ 17,080,000 22 Vine Attached Row Townhomes 92 Finished Lots $400,000 $ 36,800,000 23 Avalon Attached Carriage Row Townhomes 3a Finished Lots $375,000 $ 13,125,000 $ 67,005,000 Various Homeowners 155 Individual Homeowners 21 Ivy Detached 4-Pack 3 Sold Homes $1,510,000 $ 4,530,000 23 Avalon Attached Carriage Row Townhomes 0 Sold Homes $955,000 5 3 $ 4,530,000 Cumulative, or Aggregate, Value of IA No. 5 5111,070,000 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 536 Final Opinion of Value 85 Final Opinion of Value Based on the preceding valuation analysis and subject to the definitions, assumptions, and limiting conditions expressed in the report, our opinion of value, as of October 4, 2023, are as follows Value Conclusion Appraisal Premise Market Value, Subject to a Hypothetical Condition Brookfield Bay Area Holdings, LLC Lennar Homes of California, LLC Dublin Crossing, LLC* Various Homeowners Cumulative, or Aggregate, Value of IA No. 5 Interest Appraised Fee Simple Date of Value October 4, 2023 Value Conclusion $18,910,000 $20,625,000 $67,005,000 $4,530,000 $111,070,000 * Dublin Crossing, LLC is the master horizontal developer, which is a joint venture between the two merchant builders above. Extraordinary Assumptions and Hypothetical Conditions The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our value conclusions. None The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to known fact on the effective date of the appraisal but is supposed for the purpose of analysis. 1. We have been requested to estimate the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of IA No. 5 of CFD No. 2015-1 as of the effective date of value (October 4, 2023), subject to the hypothetical condition proceeds from the Special Tax Bonds are available to reimburse for public improvements completed. Exposure Time Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the appraisal. Based on our review of recent sales transactions for similar properties and our analysis of supply and demand in the local residential land market, it is our opinion that the probable exposure time for the subject at the concluded market values stated previously is 12 months. Marketing Time Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As we foresee no significant changes in market conditions in the near term, it is our opinion that a reasonable marketing period for the subject in bulk is likely to be the same as the exposure time. Accordingly, we estimate the subject's marketing period at 12 months. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 537 Certification 86 Certification We certify that, to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. 4. We have not performed any services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. 5. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. 6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 8. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice as well as applicable state appraisal regulations. 9. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 10. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 11. Eric Segal, MAI, Kevin Ziegenmeyer, MAI, and Sara Gilbertson, MAI, have made a personal inspection of the property that is the subject of this report. 12. No one provided significant real property appraisal assistance to the person(s) signing this certification. 13. We have experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP. 14. As of the date of this report, Eric Segal, MAI, Kevin Ziegenmeyer, MAI, and Sara Gilbertson, MAI, have completed the continuing education program for Designated Members of the Appraisal Institute. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 538 Certification 87 Eric Segal, MAI Certified General Real Estate Appraiser California Certificate # AG026558 Sara Gilbertson, MAI Certified General Real Estate Appraiser California Certificate # 3002204 Kevin Ziegenmeyer, MAI Certified General Real Estate Appraiser California Certificate # AG013567 irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 539 Assumptions and Limiting Conditions 88 Assumptions and Limiting Conditions This appraisal and any other work product related to this engagement are limited by the following standard assumptions, except as otherwise noted in the report: 1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property. 4. The revenue stamps placed on any deed referenced herein to indicate the sale price are in correct relation to the actual dollar amount of the transaction. 5. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes. 6. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy. This appraisal and any other work product related to this engagement are subject to the following limiting conditions, except as otherwise noted in the report: 1. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised. 2. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 3. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated. 4. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 5. Unless otherwise agreed to in writing, we are not required to give testimony, respond to any subpoena or attend any court, governmental or other hearing with reference to the property without compensation relative to such additional employment. 6. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 540 Assumptions and Limiting Conditions 89 covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. 7. No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal. 8. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability; and civil, mechanical, electrical, structural and other engineering and environmental matters. Such considerations may also include determinations of compliance with zoning and other federal, state, and local laws, regulations and codes. 9. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 10. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the persons signing the report. 11. Information, estimates and opinions contained in the report and obtained from third -party sources are assumed to be reliable and have not been independently verified. 12. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 13. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 14. Unless otherwise stated in the report, no consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered. 15. The current purchasing power of the dollar is the basis for the values stated in the appraisal; we have assumed that no extreme fluctuations in economic cycles will occur. 16. The values found herein are subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. 17. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 541 Assumptions and Limiting Conditions 90 conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material. 18. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of the property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. We claim no expertise in ADA issues, and render no opinion regarding compliance of the subject with ADA regulations. Inasmuch as compliance matches each owner's financial ability with the cost to cure the non- conforming physical characteristics of a property, a specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 19. The appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries and/or affiliates. It may not be used or relied upon by any other party. All parties who use or rely upon any information in the report without our written consent do so at their own risk. 20. No studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements, and our valuation is predicated upon the assumption that the subject property is free and clear of any environment hazards including, without limitation, hazardous wastes, toxic substances and mold. No representations or warranties are made regarding the environmental condition of the subject property. Integra Realty Resources — Sacramento/San Francisco, Integra Realty Resources, Inc., Integra Strategic Ventures, Inc. and/or any of their respective officers, owners, managers, directors, agents, subcontractors or employees (the "Integra Parties"), shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions, the appraisal report cannot be considered as an environmental assessment of the subject property. 21. The persons signing the report may have reviewed available flood maps and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non- existent or minimal. 22. Integra Realty Resources — Sacramento/San Francisco is not a building or environmental inspector. Integra Sacramento/San Francisco does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended. 23. The appraisal report and value conclusions for an appraisal assume the satisfactory completion of construction, repairs or alterations in a workmanlike manner. 24. It is expressly acknowledged that in any action which may be brought against any of the Integra Parties, arising out of, relating to, or in any way pertaining to this engagement, the irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 542 Assumptions and Limiting Conditions 91 appraisal reports, and/or any other related work product, the Integra Parties shall not be responsible or liable for any incidental or consequential damages or losses, unless the appraisal was fraudulent or prepared with intentional misconduct. 25. Integra Realty Resources — Sacramento/San Francisco, an independently owned and operated company, has prepared the appraisal for the specific intended use stated elsewhere in the report. The use of the appraisal report by anyone other than the Client is prohibited except as otherwise provided. Accordingly, the appraisal report is addressed to and shall be solely for the Client's use and benefit unless we provide our prior written consent. We expressly reserve the unrestricted right to withhold our consent to your disclosure of the appraisal report or any other work product related to the engagement (or any part thereof including, without limitation, conclusions of value and our identity), to any third parties. Stated again for clarification, unless our prior written consent is obtained, no third party may rely on the appraisal report (even if their reliance was foreseeable). 26. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information, data obtained in public records, interviews, existing trends, buyer -seller decision criteria in the current market, and research conducted by third parties, and such data are not always completely reliable. The Integra Parties are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions, we do not represent that these estimates will actually be achieved, as they are subject to considerable risk and uncertainty. Moreover, we assume competent and effective management and marketing for the duration of the projected holding period of this property. 27. All prospective value opinions presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as, but not limited to changes in the economy, interest rates, and capitalization rates, behavior of consumers, investors and lenders, fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar with the future. 28. The appraisal is also subject to the following: irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 543 Assumptions and Limiting Conditions 92 Extraordinary Assumptions and Hypothetical Conditions The value conclusions are subject to the following extraordinary assumptions that may affect the assignment results. An extraordinary assumption is uncertain information accepted as fact. If the assumption is found to be false as of the effective date of the appraisal, we reserve the right to modify our value conclusions. None The value conclusions are based on the following hypothetical conditions that may affect the assignment results. A hypothetical condition is a condition contrary to known fact on the effective date of the appraisal but is supposed for the purpose of analysis. 1. We have been requested to estimate the market value of the appraised properties, by ownership, as well as the cumulative, or aggregate, value of IA No. 5 of CFD No. 2015-1 as of the effective date of value (October 4, 2023), subject to the hypothetical condition proceeds from the Special Tax Bonds are available to reimburse for public improvements completed. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 544 Addenda Addendum A Appraiser Qualifications City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 545 Kevin Ziegenmeyer, MAI Experience Mr. Ziegenmeyer is a Certified General real estate appraiser and holds the Appraisal Institute's MAI designation. In 1989, Mr. Ziegenmeyer began his career in real estate as a controller for a commercial and residential real estate development corporation. In 1991 he began appraising and continued to be involved in appraisal assignments covering a wide variety of properties, including office, retail, industrial, residential income and subdivisions throughout the state of California, and Northern Nevada. Mr. Ziegenmeyer handles many of the firm's master -planned property appraisals and over the past two decades has developed expertise in the valuation of Community Facilities Districts and Assessment Districts.ln fact, Mr. Ziegenmeyer was one of five appraisers to collaborate with other professionals in developing the appraisal guidelines for the California Debt and Investment Advisory Commission (Recommended Practices in the Appraisal of Real Estate for Land -Secured Financing - 2004). He has developed the experience and background necessary to deal with complex assignments covering an array of property types, with a particular focus on urban redevelopment in the cities and counties of San Francisco, Dublin, Monterey, Newport Beach, Alameda, Napa and San Mateo. In early 2015, Mr. Ziegenmeyer obtained the Appraisal Institute's MAI designation. Licenses California, California Certified General Real Estate Appraiser, AG013567, Expires June 2025 Education Academic: Bachelor of Science in Accounting, Azusa Pacific University, California Appraisal and Real Estate Courses: Standards of Professional Practice, Parts A, B & C Basic Valuation Procedures Real Estate Appraisal Principles Capitalization Theory and Techniques, Part A Advanced Income Capitalization Report Writing and Valuation Analysis Advanced Applications IRS Valuation Summit I & II 2008, 2009, 2010 & 2011 Economic Forecast Business Practices and Ethics Contemporary Appraisal Issues with Small Business Administration Financing General Demonstration Appraisal Report Writing Seminar 7-Hour National USPAP Update Course Valuation of Easements and Other Partial Interests 2009 Summer Conference Uniform Appraisal Standards for Federal Land Acquisitions (Yellowbook) 2008 Economic Update Valuation of Conservation Easements Subdivision Valuation 2005 Annual Fall Conference General Comprehensive Exam Module I, II, III & IV kziegenmeyer@irr.com - 916.435.3883 x224 Integra Realty Resources - Sacramento 590 Menlo Drive Suite 1 Rocklin, CA 95765 T 916.435.3883 F 916.435.4774 irr.com irr® 546 Kevin Ziegenmeyer, MAI Education (Cont'd) Advanced Income Capitalization Advanced Sales Comparison & Cost Approaches 2004 Central CA Market Update Computer -Enhanced Cash Flow Modeling Forecast 2000, 2001, 2002, 2003 & 2004 Land Valuation Assignments Land Valuation Adjustment Procedures Highest & Best Use and Market Analysis Entitlements, Land Subdivision & Valuation Real Estate Value Cycles El Dorado Hills Housing Symposium Federal Land Exchanges M & S Computer Cost -Estimating, Nonresidential kziegenmeyer@irr.com - 916.435.3883 x224 Integra Realty Resources - Sacramento 590 Menlo Drive Suite 1 Rocklin, CA 95765 T 916.435.3883 F 916.435.4774 irr.com irr® 547 CO I0 .. i.- - : I .... - l J ....P .LL..- . l_ v 8S di 53Sii13453.iiil SS.49 ii3:F 5 W CU fir- filigaWkaikAkkathWiikaltikkiiir Eric Segal, MAI Experience Mr. Segal is a Certified General real estate appraiser and holds the Appraisal Institute's MAI designation. In 1998, Mr. Segal began his career in real estate as a research analyst/appraiser trainee for Richard Seevers and Associates. By 1999, he began writing narrative appraisal reports covering a variety of commercial properties, with an emphasis on residential master planned communities and subdivisions. Today, Mr. Segal is a partner in the firm and is involved in appraisal assignments covering a wide variety of properties including office, retail, industrial, multifamily housing, master planned communities, and specializes in the appraisal of Mello -Roos Community Facilities Districts and Assessment Districts for land -secured municipal financings, as well as multifamily developments under the U.S. Department of Housing and Urban Development's Multifamily Accelerated Processing (MAP) Guide. He has developed the experience and background necessary to deal with complex assignments covering an array of property types, with a particular focus on urban redevelopment in the cities of San Francisco, Monterey, Alameda and San Mateo. He has developed the experience and background necessary to deal with complex assignments covering an array of property types. Eric is currently Managing Director of the Integra -San Francisco office as well as Integra -Sacramento office. Professional Activities & Affiliations Appraisal Institute, Member (MAI) Appraisal Institute, January 2016 Licenses California, Certified General Real Estate Appraiser, AG026558, Expires February 2025 Nevada, Certified General, A.0207666-CG, Expires January 2025 Arizona, Certified General, CGA - 1006422, Expires January 2024 Washington, Certified General, 20100611, Expires June 2025 Education Academic: Bachelor of Science in Business Administration (Concentrations in Finance and Real Estate & Land Use Affairs), California State University, Sacramento Appraisal and Real Estate Courses: Uniform Standards of Professional Appraisal Practice Appraisal Principles Basic Income Capitalization Highest & Best Use and Market Analysis Advanced Income Capitalization Report Writing and Valuation Analysis Self -Storage Economics and Appraisal Seminar Appraisal Litigation Practice and Courtroom Management Hotel Valuations: New Techniques for today's Uncertain Times Computer Enhanced Cash Flow Modeling Advanced Sales Comparison & Cost Approaches Advanced Applications Supervisor -Trainee Course for California esegal@irr.com - 916.435.3883 x228 Integra Realty Resources - Sacramento 590 Menlo Drive Suite 1 Rocklin, CA 95765 T 916.435.3883 F 916.435.4774 irr.com irr® 549 0 N N N N 00 a) a..) uo w W a) o0 Q o N ? Cfl en -QA W'Q 00 rnLcUJ uaa. iir 'J rrrr i,.i+iimr ra ;y;rr�n-rrrr �{i111f177tuFtci=rtrl... .__.1t71..S1d54 Sara Gilbertson, MAI Experience Ms. Gilbertson is a licensed appraiser with Integra Realty Resources, a real estate appraisal firm that engages in a wide variety of real estate valuation and consultation assignments. After completing her bachelor's degree at California State University, Sacramento, Ms. Gilbertson began her career in real estate as a research analyst/appraiser trainee for Seevers Jordan Ziegenmeyer in 2011. She has experience in writing narrative appraisal reports covering a variety of commercial properties, as well as special use properties including self -storage facilities, hotels and mobile home parks. She also specialized in the appraisal of residential master planned communities and subdivision, as well as Mello Roos and Assessment Districts for land secured municipal financings. Ms. Gilbertson has developed the experience and background necessary to deal with complex assignments covering an array of property types. Licenses California, California Certified General Real Estate Appraiser, 3002204, Expires May 2024 Education Academic: Bachelor of Science in Business Administration (Concentration in Real Estate and Land Development), California State University, Sacramento Appraisal Institute Courses: Basic Appraisal Principles Basic Appraisal Procedures Uniform Standards of Professional Appraisal Practice Real Estate Finance and Statistics and Valuation Modeling Sales Comparison Approach Report Writing and Case Studies Market Analysis and Highest and Best Use Site Valuation and Cost Approach Basic Income Capitalization Federal and California Statutory and Regulator Laws Quantitative Analysis Business Practices and Ethics Advanced Market Analysis and Highest and Best Use Advanced Income Capitalization Advanced Concepts and Case Studies sgilbertson@irr.com - 916.435.3883 x248 Integra Realty Resources - Sacramento 590 Menlo Drive Suite 1 Rocklin, CA 95765 T 916.435.3883 F 916.435.4774 irr.com irr® 551 About IRR Integra Realty Resources, Inc. (IRR) provides world -class commercial real estate valuation, counseling, and advisory services. Routinely ranked among leading property valuation and consulting firms, we are now the largest independent firm in our industry in the United States, with local offices coast to coast and in the Caribbean. IRR offices are led by MAI-designated Senior Managing Directors, industry leaders who have over 25 years, on average, of commercial real estate experience in their local markets. This experience, coupled with our understanding of how national trends affect the local markets, empowers our clients with the unique knowledge, access, and historical perspective they need to make the most informed decisions. Many of the nation's top financial institutions, developers, corporations, law firms, and government agencies rely on our professional real estate opinions to best understand the value, use, and feasibility of real estate in their market. Local Expertise...Nationally! irr.com irr® 552 6 71%1ff ice" cu.� w CI cn d a) P4 _Wag kozglialit UribiAti& ..at; cn 01 w Addenda Addendum B IRR Quality Assurance Survey City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 554 Addenda IRR Quality Assurance Survey We welcome your feedback! At IRR, providing a quality work product and delivering on time is what we strive to accomplish. Our local offices are determined to meet your expectations. Please reach out to your local office contact so they can resolve any issues. Integra Quality Control Team Integra does have a Quality Control Team that responds to escalated concerns related to a specific assignment as well as general concerns that are unrelated to any specific assignment. We also enjoy hearing from you when we exceed expectations! You can communicate with this team by clicking on the link below. If you would like a follow up call, please provide your contact information and a member of this Quality Control Team will call contact you. Link to the IRR Quality Assurance Survey: qualitv.irr.com City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 555 Addenda Addendum C Definitions irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 556 Addenda Definitions The source of the following definitions is the Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015), unless otherwise noted. As Is Market Value The estimate of the market value of real property in its current physical condition, use, and zoning as of the appraisal date. Disposition Value The most probable price that a specified interest in property should bring under the following conditions: 1. Consummation of a sale within a specified time, which is shorter than the typical exposure time for such a property in that market. 2. The property is subjected to market conditions prevailing as of the date of valuation. 3. Both the buyer and seller are acting prudently and knowledgeably. 4. The seller is under compulsion to sell. 5. The buyer is typically motivated. 6. Both parties are acting in what they consider to be their best interests. 7. An adequate marketing effort will be made during the exposure time. 8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto. 9. The price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. This definition can also be modified to provide for valuation with specified financing terms. Effective Date 1. The date on which the appraisal or review opinion applies. 2. In a lease document, the date upon which the lease goes into effect. Entitlement In the context of ownership, use, or development of real estate, governmental approval for annexation, zoning, utility extensions, number of lots, total floor area, construction permits, and occupancy or use permits. Entrepreneurial Incentive The amount an entrepreneur expects to receive for his or her contribution to a project. Entrepreneurial incentive may be distinguished from entrepreneurial profit (often called developer's irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 557 Addenda profit) in that it is the expectation of future profit as opposed to the profit actually earned on a development or improvement. The amount of entrepreneurial incentive required for a project represents the economic reward sufficient to motivate an entrepreneur to accept the risk of the project and to invest the time and money necessary in seeing the project through to completion. Entrepreneurial Profit 1. A market -derived figure that represents the amount an entrepreneur receives for his or her contribution to a project and risk; the difference between the total cost of a property (cost of development) and its market value (property value after completion), which represents the entrepreneur's compensation for the risk and expertise associated with development. An entrepreneur is motivated by the prospect of future value enhancement (i.e., the entrepreneurial incentive). An entrepreneur who successfully creates value through new development, expansion, renovation, or an innovative change of use is rewarded by entrepreneurial profit. Entrepreneurs may also fail and suffer losses. 2. In economics, the actual return on successful management practices, often identified with coordination, the fourth factor of production following land, labor, and capital; also called entrepreneurial return or entrepreneurial reward. Exposure Time 1. The time a property remains on the market. 2. The estimated length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective opinion based on an analysis of past events assuming a competitive and open market. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. Floor Area Ratio (FAR) The relationship between the above -ground floor area of a building, as described by the zoning or building code, and the area of the plot on which it stands; in planning and zoning, often expressed as a decimal, e.g., a ratio of 2.0 indicates that the permissible floor area of a building is twice the total land area. Highest and Best Use 1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. 2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible. The highest and best use may be for continuation of an asset's existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. (ISV) City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 558 Addenda 3. [The] highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future. (Uniform Appraisal Standards for Federal Land Acquisitions) Investment Value 1. The value of a property to a particular investor or class of investors based on the investor's specific requirements. Investment value may be different from market value because it depends on a set of investment criteria that are not necessarily typical of the market. 2. The value of an asset to the owner or a prospective owner for individual investment or operational objectives. Lease A contract in which rights to use and occupy land, space, or structures are transferred by the owner to another for a specified period of time in return for a specified rent. Leased Fee Interest The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires. Leasehold Interest The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease. Liquidation Value The most probable price that a specified interest in real property should bring under the following conditions: 1. Consummation of a sale within a short time period. 2. The property is subjected to market conditions prevailing as of the date of valuation. 3. Both the buyer and seller are acting prudently and knowledgeably. 4. The seller is under extreme compulsion to sell. 5. The buyer is typically motivated. 6. Both parties are acting in what they consider to be their best interests. 7. A normal marketing effort is not possible due to the brief exposure time. 8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto. 9. The price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. This definition can also be modified to provide for valuation with specified financing terms. irr City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 559 Addenda Marketing Time An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal. Market Value The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • buyer and seller are typically motivated; • both parties are well informed or well advised, and acting in what they consider their own best interests; • a reasonable time is allowed for exposure in the open market; • payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and • the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (Source: Code of Federal Regulations, Title 12, Chapter 1, Part 34.42[h]; also Interagency Appraisal and Evaluation Guidelines, Federal Register, 75 FR 77449, December 10, 2010, page 77472) Prospective Opinion of Value A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy. City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 560 Addenda Addendum D Preliminary Title Reports City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 561 CLTA Preliminary Report Form Order Number: 3409-6846227 (Rev. 11/06) Page Number: 1 DRE Report - Update First American itIe First American Title Company 3400 Douglas Boulevard, Suite 130 Roseville, CA 95661 Escrow Officer: Gayle Kuzmich Phone: (916)677-2651 Fax No.: (916)677-8020 E-Mail: GKuzmich@firstam.com E-Mail Loan Documents to: Property: Lenders please contact the Escrow Officer for email address for sending loan documents. Ivy at Boulevard - Tract 8372 Dublin, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. Please be advised that any provision contained in this document, or in a document that is attached, linked or referenced in this document, that under applicable law illegally discriminates against a class of individuals based upon personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or any other legally protected class, is illegal and unenforceable by law. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Page 1 of 15 562 Order Number: 3409-6846227 Page Number: 2 Dated as of August 25, 2023 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: DUBLIN CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS TO LOTS 33 THROUGH 52, 55 THROUGH 62, AND PARCELS 3 THROUGH N, P AND Q; AND BROOKFIELD BAY AREA HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS TO LOTS 1 THROUGH 32, 53, 54 AND PARCELS A THROUGH I AND 0 The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable. 2. Taxes and assessments. Report to follow. Please verify before closing. 3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No.2015-1, as disclosed by Notice of Special Tax Lien recorded June 17, 2015 as Instrument No. 2015168298 of Official Records. 4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Crossing - Public Services), as disclosed by Notice of Special Tax Lien recorded June 26, 2017 as Instrument No. 2017138464 of Official Records. Document(s) declaring modifications thereof recorded November 28, 2022 as Instrument No. 2022190140 of Official Records. First American Title Page 2 of 15 563 Order Number: 3409-6846227 Page Number: 3 5. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2015-1 (Dublin Crossing), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190139 of Official Records. 6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 7. The terms and provisions contained in the document entitled Acceptance of Retrocession of Exclusive Jurisdiction and Establishment of Concurrent Jurisdiction recorded October 4, 1984 as Instrument No. 84-201208 of Official Records. 8. The terms, provisions and rights contained in the document entitled Quitclaim Deed recorded March 7, 2014 as Instrument No. 2014-64105 of Official Records. 9. The terms and provisions contained in the document entitled "Development Agreement" recorded June 4, 2014 as Instrument No. 2014-134795 of Official Records. Terms and provisions contained on that certain "Amendment No. 1 to Development Agreement" recorded July 22, 2015 as Instrument No. 2015-202606 of Official Records. The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement" recorded August 28, 2015 as Instrument No. 2015239932 of Official Records. Document(s) declaring modifications thereof recorded March 8, 2016 as Instrument No. 2016056821 of Official Records. Document(s) declaring modifications thereof recorded June 26, 2017 as Instrument No. 2017138465 of Official Records. The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded February 23, 2023 as Instrument No. 2023022837 of Official Records. Affects: Lots 1 through 8, 53, 54 and Parcels A through C and 0 The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded April 27, 2023 as Instrument No. 2023047466 of Official Records. Affects: Lots 9 through 20 and Parcels D, E and F The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded August 22, 2023 as Instrument No. 2023095458 of Official Records. Affects: Lots 21 through 32 and Parcels G through I First American Title Page 3 of 15 564 Order Number: 3409-6846227 Page Number: 4 10. The terms and provisions contained in the document entitled Memorandum of Agreement by and between the Dublin Unified School District and Dublin Crossing Venture LLC recorded July 7, 2015 as Instrument No. 2015186770 of Official Records. 11. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded Just 3, 2017 as Instrument No. 2017144790 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Corrective Amendment to Master Declaration of Covenants, Conditions and Restrictions of Boulevard recorded August 16, 2016 as Instrument No. 2018160811 of Official Records. A declaration of annexation recorded August 25, 2023 as Instrument No. 2023097321 of Official Records but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Affects: Lots 1 through 8 and Parcels B and C 12. The terms and provisions contained in the document entitled "Stormwater Management Maintenance Agreement" recorded July 31, 2017 as Instrument No. 2017166090 of Official Records. 13. The terms and provisions contained in the document entitled "Quitclaim Deed" recorded December 16, 2019 as Instrument No. 2019257591 of Official Records. 14. The terms and provisions contained in the document entitled "Master Stormwater Management Maintenance (0 & M) Agreement" recorded February 24, 2021 as Instrument No. 2021077171 of Official Records. Affects: The land and other property. 15. Any and all offers of dedications, conditions, restrictions, easements, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description. 16. The terms and provisions contained in the document entitled "Declaration of Developement Covenents, Conditions and Restrictions" recorded February 23, 2023 as Instrument No. 2023022835 of Official Records. Affects: Lots 1 through 8, 53, 54 and Parcels A through C and 0 First American Title Page 4 of 15 565 Order Number: 3409-6846227 Page Number: 5 17. An option in favor of Dublin Crossing, LLC, a Delaware limited libiality company as contained in or disclosed by a document recorded February 23, 2023 as Instrument No. 2023022838 of Official Records. Affects: Lots 1 through 8, 53, 54 and Parcels A through C and 0 18. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded February 23, 2023 as Instrument No. 2023022839 of Official Records. Affects: Lots 1 through 8, 53, 54 and Parcels A through C and 0 19. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded February 23, 2023 as Instrument No. 2023022840 of Official Records. Affects: Lots 1 through 8, 53, 54 and Parcels A through C and 0 20. The terms and provisions contained in the document entitled "Memorandum of Agreement" recorded March 30, 2023 as Instrument No. 2023036304 of Official Records. Affects: Lots 29 through 52, 55 through 62 and Parcels D through N, P and Q 21. The terms and provisions contained in the document entitled "Memorandum of Agreement" recorded April 14, 2023 as Instrument No. 2023042548 of Official Records. Affects: Lots 9 through 28 22. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded April 27, 2023 as Instrument No. 2023047464 of Official Records. Affects: Lots 9 through 20 and Parcels D, E and F 23. The terms and provisions contained in the document entitled "Memorandum of Repurchase Option Agreement" recorded April 27, 2023 as Instrument No. 2023047467 of Official Records. Affects: Lots 9 through 20 and Parcels D, E and F 24. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded April 27, 2023 as Instrument No. 2023047468 of Official Records. Affects: Lots 9 through 20 and Parcels D, E and F 25. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded April 27, 2023 as Instrument No. 2023047469 of Official Records. Affects: Lots 9 through 20 and Parcels D, E and F First American Title Page 5 of 15 566 Order Number: 3409-6846227 Page Number: 6 26. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded August 22, 2023 as Instrument No. 2023095456 of Official Records. Affects: Lots 21 through 32 and Parcels G through I 27. The terms and provisions contained in the document entitled "Memorandum of Repurchase Option Agreement" recorded August 22, 2023 as Instrument No. 2023095459 of Official Records. Affects: Lots 21 through 32 and Parcels G through I 28. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded August 22, 2023 as Instrument No. 2023095460 of Official Records. Affects: Lots 21 through 32 and Parcels G through I 29. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded August 22, 2023 as Instrument No. 2023095461 of Official Records. Affects: Lots 21 through 32 and Parcels G through I 30. Rights of the public in and to that portion of the land lying within any Road, Street, Alley or Highway. First American Title Page 6 of 15 567 Order Number: 3409-6846227 Page Number: 7 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance. For purposes of policy issuance, items (NONE) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. 1 First American Title Page 7 of 15 568 Order Number: 3409-6846227 Page Number: 8 LEGAL DESCRIPTION Real property in the City of Dublin , County of Alameda, State of California, described as follows: LOTS 1 THROUGH 62, INCLUSIVE, AND PARCELS B THROUGH Q, INCLUSIVE, AS SHOWN ON THE MAP ENTITLED "TRACT 8372 IVY, VINE & AVALON AT BOULEVARD" FILED ON NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGES 26 THROUGH 35, ALAMEDA COUNTY RECORDS. APN: 986-0076-012 through 986-0076-023 (Lots 1 through 12); 986-0077-012 through 986-0077-025 (Lots 13 through 26); 986-0078-014 through 986-0078-049 (Lots 27 through 62); 986-0076-007 (Parcel B); 986-0076-008 (Parcel C); 986-0076-009 (Parcel D); 986-0077-004 (Parcel E); 986-0077-005 (Parcel F); 986-0077-006 (Parcel G); 986-0078-002 (Parcel H); 986-0078-003 (Parcel I); 986-0078-004 (Parcel J); 986-0078-005 (Parcel K); 986-0078-006 (Parcel L); 986-0078-007 (Parcel M); 986-0078-008 (Parcel N); 986-0078-009 (Parcel 0); 986-0078-010 (Parcel P) and 986-0078-011 (Parcel Q) First American Title Page 8 of 15 569 Order Number: 3409-6846227 Page Number: 9 ASSESSOR'S MAP 986 SCALE 1'=50' DRAWN: 03.01,2 LL TRA 02513 REF Code Area Nos 26-015 (A) TR. 8372 367126-35 12830 A 28 A 97 12523 AH O5 (Private Street) 125.69 941/2814 R .:$ 4315 88124' 091 888124'OPE SA SA 5A fi9 I • A 35 0 53 Itp 11 I31 O d8 d0 O IB .. 8 9 12 -v 77 1F n n m9m r� 0 48 22 8 8 B Ae1N'UPE (Private Street) 881211101E WAY re 088127081W = m .2A8 5225 1-115 1135931E T 91PN33 A Oi Note: See Pgs. 77 8. 78 tacos( of159APN 338AC8 14158 67 26 10162 N89124'08171 COM N 88124'00, 77 0530 N80124'00W 10113 dj 77 IND PG 1 First American Title Page 9 of 15 570 Order Number: 3409-6846227 Page Number: 10 NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub - escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. First American Title Page 10 of 15 571 Order Number: 3409-6846227 Page Number: 11 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA STANDARD COVERAGE POLICY — 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public, records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy. CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; First American Title Page 11 of 15 572 Order Number: 3409-6846227 Page Number: 12 b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21: Your Deductible Amount Our Maximum Dollar Limit of Liability 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less) 1% of Policy Amount Shown in Schedule A or $5,000 (whichever is less) 1% of Policy Amount Shown in Schedule A or $5,000 (whichever is less) 1% of Policy Amount Shown in Schedule A or $2,500 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE $25,000 $25,000 $5,000 The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. First American Title Page 12 of 15 573 Order Number: 3409-6846227 Page Number: 13 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in -lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE [Except as provided in Schedule B - Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [PART I [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:] 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; pay loss or damage, costs, attorneys' zoning) restricting, regulating, prohibiting, or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. First American Title Page 13 of 15 574 Order Number: 3409-6846227 Page Number: 14 (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 or 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. 7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.] ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, First American Title Page 14 of 15 575 Order Number: 3409-6846227 Page Number: 15 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in -lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. First American Title Page 15 of 15 576 CLTA Preliminary Report Form Order Number: 3409-7017085 (Rev. 11/06) Page Number: 1 r r ale First American ? tIe M First American Title Company 3400 Douglas Boulevard, Suite 130 Roseville, CA 95661 California Department of Insurance License No. 2549-4 Escrow Officer: Gayle Kuzmich Phone: (916)677-2651 Fax No.: (916)677-8020 E-Mail: GKuzmich@firstam.com E-Mail Loan Documents to: Property: DRE Report Lenders please contact the Escrow Officer for email address for sending loan documents. Abbey at Vine, Tract 8372 Dublin, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. Please be advised that any provision contained in this document, or in a document that is attached, linked or referenced in this document, that under applicable law illegally discriminates against a class of individuals based upon personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or any other legally protected class, is illegal and unenforceable by law. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Page 1 of 10 577 Order Number: 3409-7017085 Page Number: 2 Dated as of July 21, 2023 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: DUBLIN CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable. 2. Taxes and assessments. Report to follow. Please verify before closing. 3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Corssing - Public Services), as disclosed by Notice of Special Tax Lien recorded June 26, 2017 as Instrument No. 2017138464 of Official Records. Document(s) declaring modifications thereof recorded November 28, 2022 as Instrument No. 2022190140 of Official Records. 4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2015-1 (Dublin Crossing), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190139 of Official Records. 5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First American Title Page 2 of 10 578 Order Number: 3409-7017085 Page Number: 3 6. The terms and provisions contained in the document entitled "Quitclaim Deed Phase 5 Parks Reserve Forces Training Area Alameda County, California" recorded December 16, 2019 as Instrument No. 2019257591 of Official Records. 7. Any and all offers of dedications, conditions, restrictions, easements, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description. 8. Rights of the public in and to that portion of the Land lying within any Road, Street, Alley or Highway. Affects: PARCELS A, R, S AND X First American Title Page 3 of 10 579 Order Number: 3409-7017085 Page Number: 4 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance. For purposes of policy issuance, items (NONE) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. 1 First American Title Page 4 of 10 580 Order Number: 3409-7017085 Page Number: 5 LEGAL DESCRIPTION Real property in the City of Dublin , County of Alameda, State of California, described as follows: LOTS 63 THROUGH 79, INCLUSIVE AND PARCELS A, R, S, T, U, V, W, X, Y AND AI, AS SHOWN ON THE MAP ENTITLED "TRACT 8372 IVY, VINE & AVALON AT BOULEVARD" FILED ON NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGES 26 THROUGH 35, ALAMEDA COUNTY RECORDS. APN: 986-0078-050 (Lot 63) 986-0077-026 (Lot 64) 986-0077-027 (Lot 65) 986-0077-028 (Lot 66) 986-0076-024 (Lot 67) 986-0076-025 (Lot 68) 986-0077-029 (Lot 69) 986-0077-030 (Lot 70) 986-0077-031 (Lot 71) 986-0078-051 (Lot 72) 986-0077-032 (Lot 73) 986-0077-033 (Lot 74) 986-0077-034 (Lot 75) 986-0077-035 (Lot 76) 986-0077-036 (Lot 77) 986-0077-037 (Lot 78) 986-0077-038 (Lot 79) 986-0076-001 (Parcel A) 986-0077-007 (Parcel R) 986-0077-008 (Parcel S) 986-0076-010 (Parcel T) 986-0078-012 (Parcel U) 986-0076-011 (Parcel V) 986-0077-009 (Parcel W) 986-0077-010 (Parcel X) 986-0077-011 (Parcel Y) and 986-0076-006 (Parcel AI) First American Title Page 5 of 10 581 Order Number: 3409-7017085 Page Number: 6 ASSESSOR'S MAP 986 vs, SCALE E. 50' N 86° 288E W 915 21946 n1953 BO IPn 1945 76 as DIAMOND WAY 954 N58°230913 TRA 025 El REF 76 76 115.83 Street) 9883 86.2499, 89 9883 Code Area Nos 26-015 (A) TR. 8372 367I26-35 aa 48 coot..85-76-1 Par.A 76 N 68°24 V/ O 300 O O cant of 986-76-1 R ParA S 1 48 3E2809, 3 DIAMOND 9RIVATE STREET) 158.95 TANGERINE WAY 70 0 48 528 (Pnvete Street) RO 303.36 A N66°24'091W 48 78 48 .42 TANGERINE COURT 13579 31 164.57 145 17 0 0 .56 a STRAWBERRY WAY 5821 Rq VEN +8.39 3804 3W36 (Pnve.Slreel) 75 3750 3750 1.80 STRAWBERRY COURT St80 K O O � Q .3 .83 Y it 1�9�(Pnvele Street) El 653] 21 566°24'0YE AVENUE (PRIVATE STREET) N5°24'09'W 1570 21 5613 6290 21 AC 0 11 50: 051 W95 BOR R=335 me .9 7 RAVEN AVENUE a 85 O 8861 (.IORIZON PARKWAY R 62 a aAs Am O 78 tO.A.ir-_101°3651rE HPN' 43 ING PG 1 78 First American Title Page 6 of 10 582 Order Number: 3409-7017085 Page Number: 7 NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub - escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. First American Title Page 7 of 10 583 Order Number: 3409-7017085 Page Number: 8 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE [(07-01-2021) v. 01.00] EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, or regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27. 2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; c. resulting in no loss or damage to You; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy. 4. Lack of a right: a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land. Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21. 5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transfer of the Title to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 30. 7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance. 9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27. 10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less) Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 19: 1% of Policy Amount Shown on Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 21: 1% of Policy Amount Shown on Schedule A or $2,500 $5,000 (whichever is less) First American Title Page 8 of 10 584 Order Number: 3409-7017085 Page Number: 9 ALTA OWNER'S POLICY [(07-01-2021) V. 01.00] CLTA STANDARD COVERAGE OWNER'S POLICY [(02-04-22) V. 01.00] EXCLUSIONS FROM COVERAGE The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. NOTE: The 2021 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. The 2021 CLTA Standard Coverage Owner's Policy will include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. EXCEPTIONS FROM COVERAGE Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage. This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, First American Title Page 9 of 10 585 Order Number: 3409-7017085 Page Number: 10 uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. NOTE: The 2006 ALTA Owner's Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R's, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. 7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B. First American Title Page 10 of 10 586 LENNAR TITLE formerly known os colAilonirr Tide Lennar Homes of California, LLC, a California limited liability company (as successor -in -interest by conversion of Lennar Homes of California, Inc., a California corporation) 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Title Officer Your Ref: Our Order No.: Property Address: 11249 Gold Country Blvd. Ste 140 Gold River, CA 95670 Office Phone: (916)262-8400 Office Fax: Email: Randy.Sierra@lennartitle.com Tract 8372 191301-001785 Version No. 3 Lots 80 through 97, Tract No. 8372, Dublin, CA Preliminary Report Dated as of May 26, 2023 at 7:30 a.m. IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, Doma Title Insurance, Inc. Hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A attached. The Policy to be issued may contain an Arbitration Clause. When the amount of insurance is less than that set forth in the Arbitration Clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The form of Policy of title insurance contemplated by this report is: Please note that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) can only be issued on transactions involving individuals as purchasers and residential 1-4 properties. Any indication that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) will be issued in a transaction that does not meet these criteria is hereby revised to state that the policy contemplated is a Standard Coverage Policy. Prelim (CA/NV) Page 1 191301-001785 587 Randy Sierra, Title Officer Prelim (CA/NV) Page 2 191301-001785 588 SCHEDULE A 1. The estate or interest in the land herein after described or referred to covered by this report is: Fee Simple 2. Title to said estate or interest at the date hereof is vested in: Dublin Crossing, LLC, a Delaware limited liability company as to lots 80 through 85 and 87 through 91 And Lennar Homes of California, LLC, a California limited liability company as to lots 86, 92 though 97, AC, AF, AG and AH 3. Real Property in the City of Dublin, County of Alameda, State of California, described as follows: See attached Legal Description Prelim (CA/NV) Page 3 191301-001785 589 LEGAL DESCRIPTION Real Property in the City of Dublin, County of Alameda, State of California, described as follows: LOT(S) 80 THROUGH 97, INCLUSIVE, AND PARCELS AC, AF, AG AND AH, AS SHOWN ON THAT CERTAIN MAP OF "TRACT NO. 8372, IVY, VINE, & AVALON AT BOULEVARD", ALAMEDA COUNTY, FILED FOR RECORD NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGE 26, WITH OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA. APN: 986 -0078-052, 986 -0078-053, 986 -0078-054, 986 -0078-055, 986 -0078-056, 986 -0077-039, 986 -0077-040, 986 -0077-041, 986 -0077-042, 986 -0077-043, 986 -0076-026, 986 -0076-027, 986 -0076-028, 986 -0076-029, 986 -0076-030, 986 -0076-031, 986 -0076-032 and 986 -0076-033 Prelim (CA/NV) Page4 191301-001785 590 SCHEDULE B At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions in the policy form designated on the face page of this report would be as follows: 1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable. 2. Taxes and assessments. Report to follow. Please verify before closing. 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 4. The land lies within the Future Annexation Area as shown on the map of the Proposed Boundaries of the City of Dublin Communities Facilities District No. 2015-1, recorded on May 4, 2015 as Instrument No. 2015118036 of Official Records. 5. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2015-1 (Dublin Crossing), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190139 of Official Records. 6. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Crossing - Public Services), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190140 of Official Records. 7. An easement for electric and gas distribution lines and incidental purposes, recorded November 13, 1972 as Instrument No. 72-154460 of Official Records. In Favor of: Pacific Gas and Electric Company, a Corporation Affects: Said land 8. An easement for purposes as set forth therein and incidental purposes, recorded February 5, 1973 as Reel 3335, Image 90 of Official Records. In Favor of: Alameda County Flood Control and Water Conservation District Affects: a portion of the Land 9. The terms and provisions contained in the document entitled "Development Agreement" recorded June 4, 2014 as Instrument No. 2014134795 of Official Records. The terms and provisions contained in the document entitled "Amendment No. 1 to Development Agreement of Development Agreement" recorded July 22, 2015 as Instrument No. 2015202606 of Official Records. The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement" recorded August 28, 2015 as Instrument No. 2015239932 of Official Records. Document(s) declaring modifications thereof recorded March 8, 2016 as Instrument No. 2016056821 of Official Records. The terms and provisions contained in the document entitled "Amendment No. 3 to Development Agreement between the City of Dublin and Dublin Crossing, LLC relating to the Dublin Crossing Project" recorded June 26, 2017 as Instrument No. 2017138465 of Official Records. Prelim (CA/NV) Page 5 191301-001785 591 The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded September 21, 2018 as Instrument No. 2018184722 of Official Records. The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded September 21, 2018 as Instrument No. 2018184730 of Official Records. The terms and provisions contained in the document entitled "Amended and Restated Development Agreement between the city of Dublin and Dublin Crossing, LLC Relating to the Dublin Crossing Project" recorded February 15, 2019 as Instrument No. 2019030149 of Official Records. The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded March 3, 2023 as Instrument No. 2023026509 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 10. An easement for utility easement for upper Chabot Canal and incidental purposes, recorded October 12, 2018 as Instrument No. 2018199754 of Official Records. In Favor of: Alameda County Flood Control and Water Conservation District Zone 7(None7) Affects: Said land 11. An easement for Detention Basin and incidental purposes, recorded October 12, 2018 as Instrument No. 2018199755 of Official Records. In Favor of: Alameda County Flood control and Water Conservation District Zone 7(None7) Affects: Said land 12. The terms and provisions contained in the document entitled Master Storm Water Management Maintenance (O&M) Agreement, executed by and between City of Dublin and Dublin Crossing, LLC, recorded February 24, 2021, as Instrument No. 2021077171 of Official Records. 13. Easements, dedications, reservations, provisions, relinquishments, recitals, certificates and any other matters as provided for or delineated on that certain map entitled "Tract 8372 - Ivy, Vine & Avalon at Boulevard", recorded November 29, 2021, in Book 367, of maps, at Page(s) 26-35 and more particularly described in the legal description attached hereto. 14. An easement shown or dedicated on the Map as referred to in the legal description For: Public Utility Easement and incidental purposes. Affects: as shown on map 15. An easement shown or dedicated on the Map as referred to in the legal description For: Public Service Easement and incidental purposes. Affects: as shown on map 16. An easement shown or dedicated on the Map as referred to in the legal description For: Private Pedestrian Access Easement and incidental purposes. Prelim (CA/NV) Page 6 191301-001785 592 Affects: as shown on map 17. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: The real property described below is dedicated in fee for public purposes: Those portions of said lands designated on this map as: Scarlett drive and Dougherty Road as Public Streets. 18. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: the real property described below is dedicated as an easement for public purposes: The areas designated as emergency vehicle access easement (evae), as delineated and embraced within the boundaries of the herein embodied map, for the purpose of ingress and egress of public safety vehicles and emergency equipment. 19. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: the real property described below is dedicated as an easement for public purposes: the areas in, under, along, and across any area or strip of land designated as public service easements (PSE), as delineated and embraced within the boundaries of the herein embodied map, dedicated to the city of Dublin forever for the "purposes of public services" (as herein defined). the "purposes of public services" shall include the construction, reconstruction, removing, replacing, repairing, maintaining, operating, and using "public service facilities" (as defined herein), and access through the public service easement for these purposes. "public service facilities" shall include public utilities, fire hydrants, electroliers, irrigation systems, signs and traffic signals, and all necessary appurtenances hereto such as braces, connections, fastenings, appliances, and fixtures for use in connection therewith, all public service easements shall be kept open and free from buildings or structures of any kind, with the sole exception of public service facilities all public service easements shall be considered public "ways" as that term is used in California public utilities code section 6202, and all public utilities holding a valid franchise from the city shall have the right to use the public service easements in accordance with the terms of the franchise. 20. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: the real property described below is dedicated as an easement for public purposes: the areas designated as public utility easement (PUE) for construction and maintenance of applicable utility structures and appurtenances thereto. said areas or strips of land are to be kept open and free from buildings and structures of any kind, except applicable utility structures and appurtenances. 21. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: the real property designated as private pedestrian access easement (PPAE) are for the purpose of private pedestrian access. said easements are not offered for dedication to the public. maintenance of said areas shall be the responsibility of the master homeowners association governing tract 8372. 22. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: The real property designated as private storm drain easement (PSDE) are for the purpose of overland drainage release on or over that certain strip of land designated as PSDE, and installation and maintenance of private storm drainage facilities and appurtenances thereto. said easements are not offered for dedication to the public. maintenance of said areas shall be the responsibility of the master homeowners association governing tract 8372. said easements shall be kept open and free of any obstructions of any kind and surface elevations shall not be altered. 23. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: The real property designated as lots "63 through 97" are for condominiums, landscaping and related purposes, said lots shall be owned and maintained by the Master Homeowners Association governing tract 8372. 24. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: The real property designated as "DSRSD" are irrevocably offered for dedication to Dublin San Ramon services district (DSRSD), or its designee in gross, as a subsurface easement and surface easement for Prelim (CA/NV) Page 7 191301-001785 593 potable water and recycled water and sanitary sewer purposes, including access thereto, for construction, operation, maintenance, repair and replacement of works, improvements, and structures, and the clearing of obstructions and vegetation. no building or structure may be placed on said easement, nor shall anything be done therein, nor access restricted thereto which may interfere with DSRSD's full enjoyment of said easement. said "DSRSD" shall be accepted by separate instrument. 25. The following matters shown or disclosed by the filed or recorded map referred to in the legal description: The real property covered by this map is approved by the city of Dublin for creation of up to 182 condominiums. the establishment of condominiums and separation of three-dimensional portions of the property from the remainder thereof shall not constitute a further subdivision as defined in California government code section 66424, and, pursuant to the authority of California government code section 66427(E), may occur by one or more condominium plans without further approval by the city. 26. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions", recorded March 3, 2023 as Instrument No. 2023026507 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 27. The terms and provisions contained in the document entitled Memorandum of Repurchase Option Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026510 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 28. The terms and provisions contained in the document entitled Memorandum of Profit Participation Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026511 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 29. The terms and provisions contained in the document entitled Memorandum of Deferred Purchase Price Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026512 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 30. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of Title insurance but a report to facilitate the issuance of a policy of Title insurance. For purposes of policy issuance, items (None) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. *********************END OF REPORT********************* Prelim (CA/NV) Page 8 191301-001785 594 ********************NOTES********************* No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance. For purposes of policy issuance, items NONE may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. City Transfer Tax: The following City Charged Transfer Tax is in addition to the Normal Transfer Tax. The tax is based on the full value of the transfer without allowance for liens or encumbrances assumed the fee shown is the fee per thousand dollars of value or fraction thereof. The rates shown are subject to change by city at any time. CITY FEE Alameda $12.00 Albany $11.50 Berkeley $15.00 Emeryville $12.00 Hayward $ 8.50 Oakland $15.00 Piedmont $13.00 San Leandro $ 6.00 NOTICE OF RECORDING PROCEDURE Pursuant to Cal. Revenue & Tax Code §480.3, all Deeds and other Documents that reflect a change in ownership must be accompanied by a Preliminary Change of Ownership Report to be completed by the transferee. If this special report is not presented at the time of recording, an additional recording fee of $20.00, as required by law, will be charged. Preliminary Change in Ownership forms, instructions on how to complete them, and a nonexclusive list of documents that are affected by this change, are available from the County Recorder's Office or the Office of the County Assessor. Effective January 1, 2018, Cal. Government Code §27388.1 imposes an additional fee of $75.00 to be paid at the time of recording for every real estate instrument, paper, or notice required or permitted by law to record, except those expressly exempted from payment. GOOD FUNDS LAW Under Section 12413.1 of the California Insurance Code, Lennar Title, Inc. may only make funds available for disbursement in accordance with the following rules: Same day availability. Disbursement on the date of deposit is allowed only when funds are deposited to Lennar Title, Inc. by Cash or Electronic Transfer (Wire). Cash will be accepted only under special circumstances and upon approval by management. Next business day availability. If funds are deposited to Lennar Title, Inc. by cashier's checks, certified checks or teller's checks, disbursement may be on the next business day following deposit. A "teller's check" is one drawn by an insured financial institution against another insured financial institution (e.g., a savings and loan funding with a check drawn against a FDIC insured bank). Second business day availability. If the deposit is made by checks other than those described in paragraphs 1 and 2 above, disbursement may occur on the day when funds must be made available to Prelim (CA/NV) Page 9 191301-001785 595 depositors under Federal Reserve Regulation CC. In most cases, these checks will be available on the second business day following deposit. (For further details, consult California Insurance Code Section 12413, et seq. and Regulation CC). These are the minimum periods before funds will be made available. Lennar Title, Inc. is not obligated to disburse funds at the expiration of the time periods above, and expressly reserves the right to require additional time before disbursing on deposited funds. Close of escrow and final disbursement will not be made based on deposits in the form of personal checks, corporate checks, credit union checks, money market checks, travelers checks and official checks until confirmation of final clearance of the funds. Lennar Title, Inc. will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. Lennar Title, Inc. charges for recording the transaction documents include charges for services performed by Lennar Title, Inc., in addition to an estimate of payments to be made to governmental agencies. Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. The map attached, if any, may or may not be a survey of the land depicted hereon. Lennar Title, Inc. expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. Additional Notes: 1. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows: A document recorded March 3, 2023 as Instrument No. 2023026508 of Official Records. From: DUBLIN CROSSING, LLC, a Delaware limited liability company To: Lennar Homes of California, LLC, a California limited liability company Deed re -recorded March 21, 2023 as Instrument No. 2023032599 of Official Records. Affects Lots 86, 94-97 and Parcels AC, AG and AH 2. A document recorded June 12, 2023 as Instrument No. 2023066785 of Official Records. From: DUBLIN CROSSING, LLC, a Delaware limited liability company To: Lennar Homes of California, LLC, a California limited liability company Affects Lots 92, 93; Parcel AF Prelim (CA/NV) Page 10 191301-001785 596 AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE Referring Party: Lennar Title, Inc., CalAtlantic Title, Inc., Lennar Title, LLC, or Lennar Closing Services, Inc., as applicable ("Lennar Title") This is to give notice that Lennar Title has a business relationship with North American Title Insurance Company ("NATIC") and Lennar Insurance Agency, LLC ("LIA") because Lennar Title's parent, Lennar Title Group, LLC ("LTG"), has an indirect 20% ownership interest in NATIC's parent company and an 80% ownership interest in LIA. Because of this relationship, this referral of services may provide Lennar Title a financial or other benefit. Set forth below are the estimated charges or range of charges for the settlement services provided by NATIC and LIA. You are NOT required to use NATIC or LIA as a condition for closing your transaction and obtaining insurance. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES. Title Insurance Fees Lennar Title provides closing services and title insurance through numerous title insurance underwriters, one of which is NATIC. If NATIC is selected as the title insurer, the following fees apply: 10% - 40% of costs for lender's and/or owner's title insurance, as applicable, depending on the property state, and as shown on the Loan Estimate and/or Closing Disclosure provided by your lender. Contact your local CAT representative for a more detailed title insurance quote based on your specific transaction. Insurance Lennar Insurance Agency, LLC (LIA) is an insurance agent that provides, among other products, homeowner's/hazard and flood insurance. Set forth below are the estimated range of charges by LIA for the settlement services listed. Description of Settlement Service Homeowner's/Hazard Insurance Flood Insurance Range of Charoes - Annual Premium 0.2% - 2.5% of purchase price amount 0.1% - 0.5% of purchase price amount NOTE: The above premium ranges for homeowner's/hazard and flood insurance are from LIA. If enhancements to the standard policy such as increased limits, scheduled articles, and/or earthquake coverage are required, the premium may increase. Actual quote and acceptance by LIA is subject to LIA's application of their underwriting guidelines, including but not limited to verification of your credit score and previous loss history. Of course, the cost of your insurance may vary due to many factors including, without limitation, the size, location and cost of your home. Prelim (CA/NV) Page 11 191301-001785 597 Prelim (CA/NV) Page 12 191301-001785 598 ACKNOWLEDGMENT I/we have read this disclosure form, and understand that Lennar Title is referring me/us to purchase the above -described settlement service and may receive a financial or other benefit as the result of this referral. Customer Signature Date Prelim (CA/NV) Page 13 191301-001785 599 Attention: Your Ref: Our Order No.: 191301-001785 LENNAR TITLE, INC. 11249 Gold Country Blvd., Ste 140 Gold River, CA 95670 Office Phone: (916)262-8400 Office Fax: LENDERS SUPPLEMENTAL REPORT Dated as of May 26, 2023 at 07:30 AM. Title Officer: Randy Sierra The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an American Land Title Association loan form policy of Title Insurance: Our ALTA Loan Policy, when issued, will contain Endorsement Nos. 100 and 116. There is located on said land a Single Family Known as: Lots 80 through 97, Tract No. 8372, Dublin, CA City of Dublin County of Alameda State of California. NOTE: According to the public records, there have been no Deeds conveying the land described herein within a period of 24 months prior to the date of this Report, except as follows: none Prelim (CA/NV) Page 14 191301-001785 600 i 1ivaev Notice xer. c tither '_022 Lennar Title Group Family of Companies WHAT DOES LENNAR TITLE •a 1OUP, LLC FAMILY OF COMPANIES ("LTC") DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal _ I_ Federal law gives consumers the right to limit some, but not all, sharing_ Federal law also requires us to tell you how we collect, sharer and protect your personal information. Please read this notice carefully to understand what we do_ The types of personal information we collect, and share depend on the product or service you have with us_ This t = . can include: • Social Security number and income • Transaction history and payment history • Purchase history and account balances When you are no longer our customer, we continue to share your information as described in this notice_ FACTS All financial companies need to share customers' personal information to run their everyday business_ In the section below, we list the reasons financial companies can share their customers' personal information, the reasons LTG chooses to share, and whether you can l i mit this sharing. Reasons we can share your personal rrforrnetion Does LTG Can you limit t share? she rin:? For our everyday business purposes — such as to process your transactions, maintain your account{5L, respond to court orders and legal investigations, or report to credit bureaus For our ;purposes — to offer our products and services to you For joint . . _ ; with other financial s_ . For our affiliates' everyday business purposes— about your transactions and For our affiliates' everyday business purposes — aboutyourcred . . For our affiliates to market to you For nonaffiliates to market to you a limit our sharing Yes Yes No No We don't share Yes No No We don't share Yes Yes No We don't share ■ Send an email with your name, property address, a nd f or file # to orivacv PI enn a rtitl e.cam ■ Mail the form below Call 1 (844) 654-5408 or go to httos://www_lennartitle_com If you have a joint account, your dsoice{s) will apply to everyone on your account unless you mark below. 0 Apply my choices only to me_ Mail To: Mark any/all you want to limit: ❑ Do not allow your affiliates to use my personal information to market to me. Name Address City, State, Zip Account # Lennar Title Group, LLC Family of Companies ATTN: Corporate Counsel 5505 Blue Lagoon Drive, 5th FL Miami, FL 33126 Prelim (CA/NV) Page 15 191301-001785 601 Joint marketing Page 2 Who we are Who is providing this notice? What we do LTG {identified below), which offers titre insurance and settlement services and property and casualty insurance_ liow does LTG protect my personal information? How does LTG collectmy personal information? Why can't! Iimit aI I sharing? To protect your personal information from unauthorized access and use, we use security measures that cam ply with fed era l la w. These measures include computersafeguards and secure files and buildings. We collect your personal information, for example, when you ▪ apply for insurance o r apply for financing ■ give us your contact information or provide your mortgage information ■ show your government -issued ID We also collect your personal information from others, such as credit bureaus, affiliates, or other companies_ Federal law gives you the right to limit only ■ sharing for affiliates' everyday business purposes — information about your creditworthiness ■ affiliates from usii g your information to market to you ■ sharing for non affiliates to market to you State laws and individual companies may give you additional rights to limit sharing_ Definitions Affiliates Companies related by common ownership or control_ They can be financial and nonfinancial companies_ ■ Our offrliotes include companies with o Lennar name,: frnancrai componies such as Lennor Mortgage, LLC. CalAtlan tic Mortgage, irac_, and Northwest Mortgage Alliance, North American Title Insurance Company, and Lennarinsuronce Agency, LLC and nonfinancial, companies, such as Lerma, Corporation, Lennon Multifamily Companies, Lennor Commerciol, LerrnarHomes USA, LennarFomily of Builders, CaLAtIon tic Homes, Lennor Saies Corp_, SPH T+tIe Mc Sunstreet Energy Group, and Five Point Communities. Nonafiiiliates Companies not related by common ownership or control_ They can be financial and nonfinancial companies_ • Nonajriates we share with can include collection ogeneies, ITond telecommunication service providers, appraisers, componies that perform marketing services on our behalf, and consumer reporting [agencies. Aformal agreement between nonaffiliated financial companies that together market financial products or services to you. • LTG doesn't Jointly market_ Other important information California Residents — EffectiveJanuary 1, 2020, the California Consumer Privacy Act allows California residents, upon a verifiable consumer request, to request that a business that collects consumers' personal information give consumers access, in a portable and Of technically feasible) readily usable form, to the specific pieces and categories of personal information that the business has collected about the consumer, the categories of sources for that information, the business or commercial purposes for collecting the information, and the categories of third parties with which the information was shared_ California residents also have the right to submit a request for deletion of information under certain circumstances_ If a business does not produce the information or delete the consumer's personal information as requested, it must provide an explanation in terms of the exemptions and exceptions provided under the CCPA_ To contact us with questions about our compliance with the CCPA, call 1 {844) 654-5408 or email ariva cvOlenn a rtitle_cam LT6 consists of the following entities; ben narTrtle, Inc. Lennar Title, Inc. d/b}a LennarCJasing Services, Inc. Len nar Trtle, LLC CaLAtiantic National Title Solutions, LLC Prelim (CA/NV) Page 16 191301-001785 602 CLTA Preliminary Report Form - Exhibit A (Rev. 05-06-16) CLTA STANDARD COVERAGE POLICY - 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 3. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 4. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 5. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 6. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 7. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 8. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. Prelim (CA/NV) Page 17 191301-001785 603 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less) Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 19: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less) Covered Risk 21: VA of Policy Amount Shown in Schedule A or $2,500 $5,000 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in -lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE [Except as provided in Schedule B - Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: Prelim (CA/NV) Page 18 191301-001785 604 [PART I [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ] PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:] 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 1. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 2. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 3. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 4. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. 7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.] Prelim (CA/NV) Page 19 191301-001785 605 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY - ASSESSMENTS PRIORITY (04-02-15) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing -business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth -in -lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. Prelim (CA/NV) Page 20 191301-001785 606 ASSESSOR'S MAP 986 Code Area Nos. 26-015 SCALE 1"=50' N 12630 97 � 33 12583 (Private Street) 12589 tt 941/2814 Bk.986 Pg.72 8 0 0 TRA: 025 B REF. M1� (A) TR. 8372 367/26-35 A 28 A 59 2 73 m 11 688.24'19'E 59 3 11 14 226 O s v s n m a r n N,.`$ 4315 22 48 66 hS s 2 R 6 48 ;7, N 88° 24' 091 98 s, sc �� yQ j 40 48 48 59 59 59 59 7 10 $ L 18 58 21 11 11 O 3 53 R 2 C N N D n 48 DIAMOND (Private Street) S88°241101E e O 48 22 49 588°24'09'E WAY 6 m N88°24'081W alm 7 t-2.41 5225 '-1.75 N1°35431E T 34 os° rn- NPN 33 48 O Y^y2 22 48 48 A 77 A iO Note' See Pgs 77 & 78 for coot of this APN 338 AC 14158 67 10362 N88° 24'09'W 12062 N88°24'09'W 77 6530 N88°24108'W 10113 IND PG 77 607 ASSESSOR'S MAP 986 Code Area Nos. 26-015 SCALE 1"=50' yl N A 76 (A) TR. 8372 367/26-35 59 59 1 11 St 22 53 • E & DIAMOND WAY 76 N 88° 24' 09" W 11583 S O:1945 g (Private Street) 21945 N 88° 24' 09' W 9883 N 88° 24'09'W 9883 CP 59 0 TRA: 025 B REF. . 76 88 28 89 O 9883 N88°24'09"W 63 1 588° 24' 09' E 59 59 59 59 18 19 22 $ 23 17 11 11 78 `22 21 11 11 O S 22 $ S 22 98 48 O 40 48 O 20 21 ;m cont. of 986-76-1 Par. A 76 48 48 ,g N80°24'08'W 17 22 f m W W • 1n DANDELION writ of986-76-1 • ParA 3 52 22 48 48 22 S88° 24'09'E 48 48 S DIAMOND WAY (PRIVATE STREET) 16495 65 27 156 95 TANGERINE WAY 16457 70 O 164 57 74 O 164.56 72 STRAWBERRY WAY 58.21 3804 21 8.24 (Pnvete Street) 30336 30036 (Private Street) N 88° 24'09'W 3254 0 2 W 3 U RO7 75 3750 3750 64.83 64.83 Y 0 12186 (Private Street) 129. 618 2.58 .09 S88° 24'09'E AVENUE (PRIVATE STREET) 89C°v4.H,. E 1870 21 5813 2y,''p �/ry5A if F N W 2t I- m F. _ S 86 N y a, 43 a W J n AC 3 r Q � g 0 6396 3 o: 3359 0, 8& HOR)ZON PARKWAY 48 48 115.25 64 26 78 86.42 TANGERINE COURT 135.79 71 31 145.17 73 32 & 330 13580 I�0� STRAWBERRY COURT _ 9L"32 :,0 51.50 eet) MANGO STREET 6537 RAVEN AVENUE 98 6290 21 8861 N88°2623.W 62 78 21 10 O25T N01.35.51.E HPN 43 IND PG. 1 78 608 ASSESSOR'S MAP 986 Code Area Nos. 26-015 SCALE 1"=50' N 55 0 59 111 27 14 2 77 Ev-05 22 48 28 48 ro- (A) TR. 8372 367/26-35 86.50 30 50.50 32 1 S 88° 24' 09. E 71.50 31 18 ,� 5550 S88°24'09.E cont of986-76-1 Par.A g DIAMOND (Private Street) g 76 77 77 N88°24U8'W A N88°24'09"9 6160 85 U e(Private Street) 65 72 5 21 A 5450 4850 62 52 59 34 $ 35 21 11 11 22 2 n46 48 N BS°2409'W 55 52.62 Stit 62C) E 61 0 WAY 2150 57 33.50 07850 .0 Q 77 (Private Street) N 7050 21.50 57 60 47 ✓ 59 48 55 57 57 0 $ 58 5 2150 57 3350 70 7850 0 1� P (Private Street) 22 P. 850 SI 2150 57 588°2'9'E E NOS°249 W20), 76 5.33; �e 88.240H'E RAVEN (Private Street) N'.-8.24' 09. W 6938 8937 83 ° 36S1"E 7988 7987 10.50 N88° 26'23'W 56 43 c 550 a 55 57 ✓ 540 53 40 21.50 57 33.50 78.50 (Private Street) 22 7850 21.50 57 52 O c 51 O 55 57 S 88.24' 08' E cunt. of 988-76-1 ParA AVENUE 21 6938 11.96 AA 82 O 59 48 48 W 50 F N 76 (Private Street) R=215 4171 600 16.53 20 R=185 N64°3T16'E R=104 • 580°24'10.E R415 40 50 150 24 68 12.73 1480 • O39 S 27 40 57 2150 7850 • (Private Street) O L .0 3050 78.50 57 21.50 '6 0 42 28 41 1 57 52 • O 43 57 78.50 • (Private Street) 7850 57 5 ▪ 33 46 5 57 5 • 0 47 e 31 44 64 2150 ' M r 30.50 2150 0 45 $ w 35 48 Sit 57 2150 7850 .�.� (Private Street) BO N .0 3050 78.50 57 21.50 5 E 57 37 50 36 49„ 38.58 21 f051 7988 7H 87 0.9 8709 A HORIZON 6 PARKWAY 62 TRA: 025 B REF. . HPN 56 IND PG. 1 609 Addenda Addendum E Value by Parcel City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 610 Statue Tax RIERNAINE Fsm01 % 60.00 Le 000 O1 986-0076-001-00 BR HOLDINGS LK S HS N DOUGHERTY RD SPX DUB IN CA 94568 OVAL 0 Exempt WOO 000 5 NIA 8372 5020 SO UO ExemotSO.W SO 00 NIA 8372 5020 SO UOCALIFORNIA LLC Exemot 50.00 SO 00 ] NIA 6372 5020 SO UON/A 8372 Exemot 50.00 SO 00 2] NIA 6372 Exempt 50.00 SO 00HOLDINGS LLC Exempt 50.00 SO 00 52 NIA 6372 Exempt 50.00 SO 00 A 8372 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36 6150.313 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36 6150.313 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36 6150.313 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36HOLDINGS LLC 6150.313 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36 6150.313 85S 7]155.36 65,715 36 65.715 36 6150 313 6 5150.313 UndeveloPed 629 951 71 SO 00 6901 683 Undeveloped 625 075.85 SO 00 6601.255 52203542 822,035 42 6751 569 Develooed 622 035.42 622.035 42 6751.569 52203542 622,035 42 6751 569 Develooed 622 035.42 622.035 42 6751.569 52203542 $22,035 42CALIFORNIA LLC DOUGHERTY RD DUBLIN CA 94568 6751569 Develooed 622 035.42 622.035 42751.569 52203542 622,035 42 CALIFORNIAALIFORNIA LLC DOUGHERTY RD DUBLIN CA 94568 6751569 $22 035.42 622.035 42CALIFORNIA LLC DOUGHERTY RD DUBLIN CA 94565 6751.569 Exempt 50.00 6000 valon 9] OANIA 8372 50.00 SO 00CALIFORNIA LLC Exemot 50.00 SO 00 22 NIA 8372 Exempt 50.00 SO 00 2] N/A 8372 Exemot 50.00 SO 00 NIA 8372 Exempt 50.00 SO 00 Exemot 50.00 SO 00 8 NIA 8372 Exempt 50.00 SO 00 50.00 SO 00 9 NIA 8372 Exempt 50.00 SO 00 Exempt 50.00 SO 00 64 NIA 8372 Develooed 65 715.36 65.715 36 6150.313 85 715 36 65,715 36 6150 313 Develooed 65 715.36 65.715 36 6150.313 85 715 36 65,715 36 6150 313 Undeveloped 68 637.24 SO 00 6150.313 UndeveloPed 89 194 48 SO 00 6150 313 Undeveloped 89194.. SO 00 6150.313 Undevelooed 88 637 24 SO 00 6150 313 Undeveloped 68 637.24 SO 00 6150.313 89 194 48 SO 00 6150 313 Undeveloped 891... SO 00 6150.313 Undevelooed 88 637 24 SO 00 6150 313 Undeveloped 68 637.24 SO 00 6150.313 Undevelooed8919448 SO 00 DUBLIN CA 94568 6150 313 Undeveloped 622 565.27 SO 00 6601.255 UndeveloPed 633 295 16 SO 00 81052197 Undeveloped 620 478.61 SO 00 6601.255 UndeveloPed 620 896 55 SO 00 6601 255 Undeveloped 634 131.02 SO 00 61 052.197 UndeveloPed 630 369 65 SO 00 6901 683 Undeveloped 630 926.89 SO 00 6901.853 UndeveloPed 634 827 58 SO 00 81052197 Undeveloped 625 633.10 SO 00 6601.255 UndeveloPed 628 419 30 SO 00 6901 683 Undeveloped 622 011.03 SO 00 6601.255 UndeveloPed 622 011 03 SO 00 6601 255 Undeveloped 629 951.71 SO 00 6901.853 52203542 822,035 42 6751 569 Develooed 622 035.42 622.035 42CALIFORNIA LLC 6751.569 UndeveloPed 627 026 20 SO 00 6751569 Develooed 622 035.42 622.035 42 6751.569 52203542 822,035 42 6751569 0 228 9946 Avalon 6372 89 Exempt 50.00 SO 00 Exempt 50.00 SO 00 ] NIA 6372 Exempt 50.00 SO 00 Exempt 50.00 SO 00 ] NIA 6372 Exempt 50.00 SO 00N/A 8372 50.W SO 00 01 NIA6372 Exempt 50.00 SO to 2] N/A 8372 50.00 SO 00 NIA 6372 Exempt 50.00 SO UO 2] N/A 8372 Exemot 50.00 SO 00 NIA 6372 Exempt 50.00 SO UO 50.00 SO 00 30 NIA 6372 Exempt 50.00 SO UO A 8372 UndeveloPed 89 194 48 SO 00 6150 313 Undeveloped 68 637.24 SO UO 6150.313 UndeveloPed 89 194 46 SO 00 6150 313 Undeveloped 610 169.65 SO UO 6150.313 UndeveloPed 611 005 51 SO 00 6150 313 Undeveloped 610 030.34 SO 00 6150.313 8883]2A 6000 6150 313 Undeveloped 891... SO 00 6150.313 UndeveloPed 89 194 48 SO 00 6150 313 Undeveloped 68 637.24 SO 00 6150.313 UndeveloPed 88 637 24 SO 00 6150 313 Undeveloped 69 333.79 SO 00 6150.313 UndeveloPed 88 915 86 SO 00 6150 313 Undeveloced 69 612.41 SO 00 6150.313 89 055 17 SO 00 6150 313 Undeveloped 68 637.24 SO UO 6150.313 88 637 24 SO 00 6150 313 Undeveloped 69 055.17 SO UO 6150.313 89 055 17 SO 00 6150 313 Undeveloped 68 637.24 SO UO 6150.313 88 637 24 SO 00 6150 313 Undeveloped 69 055.17 SO 00 6150.313 89 055 17 SO 00 6150 313 Undeveloped 68 637.24 SO 00 UndeveloPed 88 915 86 SO 00 Undeveloped 69 751.72 SO 00 85 715 36 65,715 36 Develooed 65 715.36 65.715 36 UndeveloPed 88 637 24 SO 00 Undeveloced 69 612.41 SO 00 Undevelooed 89 612 41 SO 00 Undeveloced 68 637.24 SO 00 Undevelooed 88 637 24 SO 00 Undeveloced 69 612.41 SO 00 UndeveloPed 89 751 72 SO 00 Undeveloped 68 776.55 SO 00 6 UndeveloPed 628 697 92 SO 00 Undeveloped 642 489.64 SO 00 UndeveloPed 628 279 99 SO 00 Undeveloped 625 215.16 SO 00 UndeveloPed 623 662 75 SO 00 Undeveloped 623 682.75 SO 00 UntlevelooeE 623 662 75 SO 00 132 988 0078-056-00 DUBLIN CROSSING LLC DOUGHERTY RD DUBLIN CA 94568 751569 0.17 7428 Avalon 8372 04 Number. Aopraised LOTA3283 LO7 mor M r.. Value Neiomorhood 22467, L. Res. Unite Value 214 1 510.000 Closed to Homeowner 610,000 1 510.000 Closed to Homeowner 610,000 610.000 610,000 610.000 610,000 610.000 610,000 610.000 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610,000 810800 610.000 610.000 610.000 610.000 610.000 610.000 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610200 610.000 610,000 610.000 610,000 610.000 611 Addenda Addendum F Comparable Data City of Dublin CFD No. 2015-1 Improvement Area No. 5 Special Tax Bonds, Series 2023 612 Land Sale Profile Sale No. 1 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Assets Sold: Property Rights: Financing: Conditions of Sale: Verified By: Verification Date: Confirmation Source: Verification Type: Sale Analysis Expenditures After Purchase: Expenditures Description: Other Adjustment: Venice (91 Lots) Residential, Single Family Development Land Dublin Blvd. Dublin, CA 94568 Alameda Suburban 3056333 $36,329,941 $36,329,941 06/01/2023 Closed $5,512,889 $126.56 $5,512,889 $126.56 $399,230 /Approved Lot Dublin Crossing, LLC Lennar Real estate only Fee Simple Cash to seller Arm's-length Sara Gilbertson, MAI 10/03/2023 Corinna Tam Confirmed -Seller $ 214, 200 Site development & permits and fees $4,150 FPI Adjustment Comments: Avg. annual special tax Improvement and Site Data Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: No. of Units (Potential): Zoning Desc.: Source of Land Info.: Comments 6.59/6.59 287,060/287,060 1.00 91 Single-family residential Other This property consists of 9lpartially improved lots (blue top), that transferred in five takedowns between October 2021 and June 2023. This product is attached duet lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $4,150 per lot per year, permits and fees are reportedly $95,031/lot. This project has a typical lot of about 1,600 SF. irr Venice (91 Lots) 613 Land Sale Profile Sale No. 2 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): $/Building SF: $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Assets Sold: Property Rights: Financing: Conditions of Sale: Verified By: Verification Date: Confirmation Source: Verification Type: Sale Analysis Expenditures After Purchase: Expenditures Description: Lombard (84 Lots) Lombard (84 Lots) Residential, Single Family Development Land Dublin Blvd. Dublin, CA 94568 Alameda Suburban 3056325 $47,039,570 $47,039,570 06/01/2023 Closed $5,488,865 $126.01 $5,488,865 $126.01 $17, 818.02 $559,995 /Approved Lot Dublin Crossing, LLC Lennar Real estate only Fee Simple Cash to seller Arms -length Sara Gilbertson, MAI 10/03/2023 Corinna Tam Confirmed -Seller $220,500 Site development & permits and fees Other Adjustment: Adjustment Comments: $5,099 Avg. annual special taxes Improvement and Site Data Acres(Usable/Gross): 8.57/8.57 Land-SF(Usable/Gross): 373,309/373,309 Usable/Gross Ratio: 1.00 Potential Building SF: 2,640 No. of Units (Potential): 84 Zoning Desc.: Single-family residential Source of Land Info.: Other Comments This property consists of 84 partially improved lots (blue top), that transferred in seven takedowns between October 2021 and June 2023. This product is detached motor court lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $108,815/lot. This project has a typical lot of about 2,640 SF. 614 Land Sale Profile Sale No. 3 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Assets Sold: Property Rights: Financing: Conditions of Sale: Verified By: Verification Date: Confirmation Source: Verification Type: Melrose (75 Lots) Residential, Single Family Development Land Dublin Blvd. Dublin, CA 94568 Alameda Suburban 3056328 $39,818,126 $39,818,126 03/01/2023 Closed $5,664,029 $130.03 $5,664,029 $130.03 $530,908 /Approved Lot Dublin Crossing, LLC Brookfield Real estate only Fee Simple Cash to seller Arm's-length Sara Gilbertson, MAI 10/03/2023 Corinna Tam Confirmed -Seller Sale Analysis Expenditures After Purchase: $194,340 Expenditures Description: Other Adjustment: Melrose (75 Lots) Site development & permits and fees $5,099 FPI Adjustment Comments: Avg. annual special tax Improvement and Site Data Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: No. of Units (Potential): Zoning Desc.: Source of Land Info.: Comments 7.03/7.03 306,227/306,227 1.00 75 Single-family residential Other This property consists of 75partially improved lots (blue top), that transferred in three takedowns between July 2021 and March 2023. This product is detached 4-pack lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $100,228/lot. 615 Land Sale Profile Sale No. 4 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): $/Building SF: $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Property Rights: of Interest Conveyed: Financing: Document Type: Recording No.: Verification Type: Secondary Verific. Source: Iris at The Villages Residential, Single Family Development Land Balance Cir. Fairfield, CA 94533 Solano Suburban 3018691 $26,560,000 $26,560,000 07/07/2022 Closed $1,870,581 $42.94 $1,870,581 $42.94 $5,544.89 $265,600 /Unit Lewis Operating Corp Hearthstone, In Fee Simple 100.00 Cash to seller Deed 202200046383 Secondary Verification Deed, Assessor, CoStar Improvement and Site Data MSA: Vallejo -Fairfield, CA 11.14HUJUhJN Legal/Tax/Parcel ID: Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: Potential Building SF: No. of Units (Potential): Zoning Code: Zoning Desc.: Source of Land Info.: Comments LIVCUL 170-411-010 to 030, 170-411-120 to 049, 140-412-130 to 330, 170-413-010 to 370, 170-412-040 14.20/14.20 618,500/618,500 1.00 4,790 100 RLM Residential Low Medium Density Other Buyer is acting as a land bank for D.R. Horton, which is developing Iris at the Villages. Home plans range from 1,353 to 2,311 square feet with proposed pricing from $628,000 to $710,000. The typical lot size is approximately 4,790 square feet. Based on other projects in the area, permits and fees are estimated at $55,000 per lot. Special taxes are approximately $931 per lot. irr Iris at The Villages 616 Land Sale Profile Sale No. 5 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Acre(Gross): $/Land SF(Gross): $/Building SF: $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Assets Sold: Property Rights: Financing: Verified By: Verification Date: Confirmation Source: Verification Type: One Lake (Neighborhood 6A) Residential, Single Family Development Land Shore Vis. Fairfield, CA 94533 Solano Suburban 2730444 $7,338,600 $7,338,600 05/01/2022 In -Contract $1,467,720 $33.69 $3,190.70 $122,310 /Improved Lot One Lake Holdings LLC Brookfield Residential Real estate only Fee Simple Cash to seller Sara Gilbertson, MAI 11/10/2021 James Hillier Confirmed -Seller Improvement and Site Data Acres(Gross): Land-SF(Gross): Potential Building SF: No. of Units (Potential): Zoning Desc.: Source of Land Info.: 5.00 217,800 2,300 60 Residential Other One Lake (Neighborhood 6A) Comments This is a pending sale of 60 stack flats/duet lots sold as finished (fully improved lots). The typical lot size is 2,300 SF. Permits and fees are $51,000; special taxes are approximately $1,020 per lot per year. 617 Land Sale Profile Sale No. 6 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/Unit: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): Grantor/Seller: Grantee/Buyer: Property Rights: of Interest Conveyed: Financing: Terms of Sale Comments: Verified By: Verification Date: Verification Type: City of Alameda CFD No. 2013-01 (Alameda Landing) Residential Mosley Ave. Alameda, CA 94501 Alameda Suburban 2753896 $22,065,000 $22,065,000 04/01/2022 In -Contract $208,160 /Approved Lot $5,899,733 $135.44 $5,899,733 $135.44 The Successor Agency to the former Community Improvement Commission of the City of Alameda Pulte Home Company, LLC Fee Simple 100.00 Cash to seller Third of three takedowns Laura Diaz 06/17/2021 Confirmed -Other Improvement and Site Data MSA: Legal/Tax/Parcel ID: Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: Year Built: Property Class: M&S Class: Construction Quality: Improvements Cond.: No. of Units/Unit Type: Topography: Corner Lot: Frontage Desc.: Frontage Type: Traffic Flow: Visibility Rating: Density-Unit/Gross Acre: Density-Unit/Usable Acre: Zoning Code: Zoning Desc.: Flood Plain: Comm. Panel No.: City of Alameda CFD No. 2013-01 (Alameda Landing) San Francisco -Oakland -Hayward, CA 74-1380- Lots 1 - 18, 74-1379- Lots 1 - 18, 74-1373-10 and 74-1373-13 3.74/3.74 162,914/162,914 1.00 2021 to 2023 A D Good New 106/Approved Lots Level Yes Fifth Street 2 way, 1 lane each way Low Average 28.34 28.34 MX Mixed Use - Planned Development Yes 06001C0066H & 618 Land Sale Profile Sale No. 6 Improvement and Site Data (Cont'd) Date: 12/21/2018 Source of Land Info.: Public Records Comments This transaction reflects Phase 3 of Alameda Landing, which includes 106 lots. Permits and fees are estimated at $15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for infrastructure and in -tracts. Remaining site development costs are estimated at $104,811 per lot. The proposed homes will include a mix of condominiums and townhomes. Eight of the homes will be below market rate. The average home size for Phase 3 is 1,406 square feet. This is the last of three takedowns to Pulte; all three takedowns were negotiated together in 2020 and included in one purchase agreement. The first and second takedowns closed in August 2020 and June 2021, respectively. This property represents a portion of the 44-acre area annexed into the City of Alameda Community Facilities District No. 13-1 (Alameda Landing Public Improvements). The property is subdivided into three phases which are proposed for a total of 357 single family residences (including 39 BMR units) across four product lines and one retail site. Phase 1 will include 156 attached and detached (small lot) single family residences and an approximately 0.16 acre retail site currently used for the sales office. Phase 2 will include 95 attached and detached homes, while Phase 3 will include 106 attached homes. irr City of Alameda CFD No. 2013-01 (Alameda Landing) 619 Land Sale Profile Sale No. 7 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/SF GBA: $/SF NRA: $/Unit: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): $/Unit (Potential): Grantor/Seller: Grantee/Buyer: Assets Sold: Property Rights: Financing: Document Type: Recording No.: Rent Subsidized: Verified By: Verification Date: Confirmation Source: Verification Type: Morgan Hill 7 Residential, Multifamily Land Monterey Rd. Morgan Hill, CA 95037 Santa Clara Suburban 2703089 $25,100,000 $ 25,100,000 06/21/2021 Closed $116.22 $157.14 $246,078 /Unit $3,751,868 $86.13 $3,751,868 $86.13 $246,078 /Unit Quail Capital Investments, LLC TH Monterey Gateway, LLC Real estate only Fee Simple Cash to seller Deed 25000922 No Sara Gilbertson, MAI 09/13/2021 Michael Summers Confirmed -Buyer Improvement and Site Data Legal/Tax/Parcel ID: GBA-SF: NRA-SF: Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: No. of Units (Potential): Year Built: Property Class: M&S Class: Construction Quality: Improvements Cond.: Shape: Topography: Corner Lot: Frontage Feet: Frontage Desc.: Frontage Type: Traffic Control at Entry: Traffic Flow: Visibility Rating: Density-Unit/Gross Acre: Density-Unit/Usable Acre: Bldg. to Land Ratio FAR: Zoning Code: Zoning Desc.: Flood Plain: Comm. Panel No.: 726-25-006 215,971 159,726 6.69/6.69 291,416/291,416 1.00 102 2021 to 2024 A D Average New Irregular Level No 1170 Monterey Drive 2 way, 2 lanes each way Traffic light Moderate Good 15.25 15.25 0.74 MU-F Mixed Use Flex Yes 06085C0443H irr Morgan Hill 7 620 Land Sale Profile Sale No. 7 Improvement and Site Data (Cont'd) Date: 05/18/2009 Source of Land Info.: Public Records Comments Trumark acquired the entitled land for $25,100,000 in June 2021. In addition, Trumark paid the seller $2,300,000 for fees paid and site improvements completed prior to the close of escrow. The property has an approved final map for 101 townhomes (for -sale) and 1 commercial unit. The commercial unit may be demised into up to three suites. The project will include 15 BMR units and 4 live/work units which will offer ground floor in -home office space. Site development costs are estimated at $107,339 per unit; permits and fees are estimated at $42,985 per unit. There are no special taxes. This is a proposed mixed use community by City Ventures known as Morgan Hill 7. Upon completion, the project will include 101 for -sale townhomes and 1 commercial unit. Fourteen of the townhomes will be below market rate and four of the homes will be live/work units. Site development is expected to commence in October 2020, weather permitting, and will take 8 months. Vertical construction is expected to be complete in 2023. irr Morgan Hill 7 621 Land Sale Profile Sale No. 8 Location & Property Identification Property Name: Sub -Property Type: Address: City/State/Zip: County: Market Orientation: IRR Event ID: Sale Information Sale Price: Effective Sale Price: Sale Date: Sale Status: $/SF NRA: $/Unit: $/Acre(Gross): $/Land SF(Gross): $/Acre(Usable): $/Land SF(Usable): Grantor/Seller: Grantee/Buyer: Property Rights: of Interest Conveyed: Financing: Terms of Sale Comments: Document Type: Verified By: Verification Date: Verification Type: City of Alameda CFD No. 2013-01 (Alameda Landing) Residential Mosley Ave. Alameda, CA 94501 Alameda Suburban 2753852 $24,075,000 $24,075,000 06/14/2021 Closed $2662.57 $253,421 /Approved Lot $4,005,824 $91.96 $4,005,824 $91.96 The Successor Agency to the former Community Improvement Commission of the City of Alameda Pulte Home Company, LLC Fee Simple 100.00 Cash to seller Second of three takedowns Deed Laura Diaz 06/17/2021 Confirmed -Other Improvement and Site Data MSA: Legal/Tax/Parcel ID: NRA-SF: Acres(Usable/Gross): Land-SF(Usable/Gross): Usable/Gross Ratio: Year Built: Property Class: M&S Class: Construction Quality: Improvements Cond.: No. of Units/Unit Type: Topography: Corner Lot: Frontage Desc.: Frontage Type: Traffic Flow: Visibility Rating: Density-Unit/Gross Acre: Density-Unit/Usable Acre: Zoning Code: Zoning Desc.: Flood Plain: Comm. Panel No.: San Francisco -Oakland -Hayward, CA 74-1380- Lots 1 - 18, 74-1379- Lots 1 - 18, 74-1373-10 and 74-1373-13 9,042 6.01/6.01 261,796/261,796 1.00 2021 to 2023 A D Good New 95/Approved Lots Level Yes Fifth Street 2 way, 1 lane each way Low Average 15.81 15.81 MX Mixed Use - Planned Development Yes 06001C0066H & irr City of Alameda CFD No. 2013-01 (Alameda Landing) 622 Land Sale Profile Sale No. 8 Improvement and Site Data (Cont'd) Date: 12/21/2018 Source of Land Info.: Public Records Comments This transaction reflects Phase 2 of Alameda Landing, which includes 95 lots. Permits and fees are estimated at $15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for infrastructure and in -tracts. Remaining site development costs at the time of sale are estimated at $109,895 per lot. The proposed homes will include 78 attached homes (mix of townhomes and flats) and 17 detached homes on small lots. Seven of the homes will be below market rate. The average home size for Phase 2 is 1,404 square feet. This is the second of three takedowns to Pulte; all three takedowns were negotiated together and included in one purchase agreement. The first takedown closed in August 2020 and the third takedown is scheduled for April 2022. This property represents a portion of the 44-acre area annexed into the City of Alameda Community Facilities District No. 13-1 (Alameda Landing Public Improvements). The property is subdivided into three phases which are proposed for a total of 357 single family residences (including 39 BMR units) across four product lines and one retail site. Phase 1 will include 156 attached and detached (small lot) single family residences and an approximately 0.16 acre retail site currently used for the sales office. Phase 2 will include 95 attached and detached homes, while Phase 3 will include 106 attached homes. irr City of Alameda CFD No. 2013-01 (Alameda Landing) 623 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT The following contains a summary of certain provisions of the Fiscal Agent Agreement not otherwise described in the Official Statement. Reference is made to the full text of Fiscal Agent Agreement, a copy of which is available from the City, for the complete terms thereof. Certain Definitions "Administrative Expenses" means costs directly related to the administration of the CFD including but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by a City employee or consultant or both) and the costs of collecting the Special Taxes (whether on the secured property tax roll of the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; costs of the Fiscal Agent (including its legal counsel) in the discharge of its duties under the Agreement; the costs of the City or its consultants relating to the annexation of property to the CFD; the costs of the City or its designee of complying with the disclosure provisions of the Act and the Agreement, including those related to public inquiries regarding the Special Tax and both initial and continuing disclosures; the costs of the City or its designee related to an appeal of the Special Tax; any amounts required to be rebated to the federal government; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the City for any administrative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of tax exemption of interest on the Bonds, and the costs of prosecuting foreclosure on account of delinquent Special Taxes. "Administrator" means the Finance Director or other official of the City designated to administer the Special Tax in accordance with the Rate and Method; initially, the Finance Director shall perform the duties of the Administrator under the Agreement and the Rate and Method. "Agreement" or "Fiscal Agent Agreement" means the Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year). "Auditor" means the Auditor/Controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authorized Officer" means the City Manager, the Assistant City Manager, the Finance Director or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake an action referenced in the Agreement as required to be undertaken by an Authorized Officer. "Bond Counsel" and "Bond and Disclosure Counsel" means Jones Hall, A Professional Law Corporation or any other attorney or firm of attorneys acceptable to the City and nationally C-1 624 recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond" or "Bonds" means the 2023 Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under the Agreement or any Supplemental Agreement and all of which are secured by and are payable from proceeds of the Special Taxes of Improvement Area No. 5. "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1 in the following year, except that the first Bond Year shall begin on the Closing Date and shall end on September 1, 2024. "Business Dav" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "City Attorney" means any attorney or firm of attorneys employed by the City in the capacity of City attorney. "Closing Date" means the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, delivery and issuance of the 2023 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees and its legal fees and charges, including the allocated costs of in-house attorneys, expenses incurred by the City in connection with the issuance of the 2023 Bonds, bond (underwriter's) discount, legal fees and charges, including those of Bond and Disclosure Counsel, financial consultant's fees, charges for execution, authentication, transportation and safekeeping of the 2023 Bonds and any other costs, charges and fees of a like nature. "Costs of Issuance Fund" means the fund designated the "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No.5 Special Tax Bonds, Costs of Issuance Fund" established and administered under the Agreement. "Dated Date" means the dated date of the 2023 Bonds, which is the Closing Date. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the 2023 Bonds under the Agreement and the scheduled amount of interest and amortization of principal payable on any Parity Bonds during the period of computation, in each case excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository for book -entry under the Agreement. "Developer" means Dublin Crossing, LLC, and its successors and assigns. C-2 625 "Director of Public Works" means the official of the City having that title, or such official's designee. "Fair Market Value" means with respect to Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security —State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of the investment. "Federal Securities" means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; and (b) any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Finance Director" means the official of the City having that title or the official having equivalent duties, or such official's designee, who acts in the capacity as the chief financial officer of the City. "Fiscal Agent" means U.S. Bank National Association, the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Agreement. "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Improvement Area No. 5 Value" means the market value, as of the date of the appraisal described below and/or the date of the most recent County real property tax roll, as applicable, of all parcels of real property in Improvement Area No. 5 subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes then due and owing, including with respect to such nondelinquent parcels the value of the then existing improvements and any facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund (and any subaccounts therein) and with the proceeds of any proposed series of Parity Bonds, as determined with respect to any parcel or group of parcels by reference to (i) an appraisal performed within six (6) months of the date of issuance of any proposed Parity Bonds by an MAI appraiser (the "Appraiser") selected by the City, or (ii) in the alternative, the assessed value of all such nondelinquent parcels and improvements thereon as shown on the then current County real property tax roll available to the Finance Director. It is expressly acknowledged that, in determining the Improvement Area No. 5 Value, the City may rely on an appraisal to determine C-3 626 the value of some or all of the parcels in Improvement Area No. 5 and/or the most recent County real property tax roll as to the value of some or all of the parcels in Improvement Area No. 5. Neither the City nor any Authorized Officer shall be liable to the Owners, the Original Purchaser or any other person or entity in respect of any appraisal provided for purposes of this definition or by reason of any exercise of discretion made by any Appraiser pursuant to this definition. "Improvement Fund" means the fund designated "City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Improvement Fund," together with the Bond Proceeds Subaccount and Special Tax Proceeds Subaccount, established under the Agreement. "Independent Financial Consultant" means any consultant or firm of such consultants appointed by the City or the Finance Director, and who, or each of whom: (i) is judged by the Finance Director to have experience in matters relating to the issuance and/or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. "Information Services" means (i) the Municipal Securities Rulemaking Board's Electronic Municipal Market Access website and (ii) in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance" means any ordinance of the City Council of the City levying the Special Taxes, including but not limited to Ordinance 3-15 adopted by the Council on June 16, 2015. "Original Purchaser" means the first purchaser of the 2023 Bonds from the City. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of the Agreement) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of the Agreement; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under the Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. "Parity Bonds" means bonds issued by the City for the CFD in addition to the 2023 Bonds and payable on a parity with any then Outstanding Bonds pursuant to the Agreement. "Permitted Investments" means any of the following which at the time of investment are legal investments under the laws of the State and the City's investment policies for the moneys C-4 627 proposed to be invested therein (the Fiscal Agent is entitled to conclusively rely on written investment direction of the City as a determination by the City that such investment is a legal investment), but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities; (b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export -Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Administration; (vi) guaranteed mortgage -backed bonds or guaranteed pass - through obligations of the Government National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgage -backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal); (iv) senior debt obligations of the Student Loan Marketing Association; (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation; and (vi) consolidated system -wide bonds) and notes of the Farm Credit System; (d) money market funds (including funds of the Fiscal Agent or its affiliates) registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of "AAAm-G", "AAAm", or "AAm," or, if rated by Moody's, rated "Aaa-mf", "Aa-mf' or "A-mf'; (e) certificates of deposit secured at all times by collateral described in (a) or (b) above, which have a maturity of one year or less, which are issued by commercial banks, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Fiscal Agent must have a perfected first security interest in such collateral; (f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Fiscal Agent and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation; (g) investment agreements, including guaranteed investment contracts, forward purchase agreements and Reserve Account put agreements, which are general obligations of an entity whose long term debt obligations, or claims paying ability, respectively, is rated in one of the two highest rating categories by Moody's or S&P; (h) commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A 1" or better by S&P; C-5 628 (I) bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies; (j) deposit accounts, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P; (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Fiscal Agent and the transfer of cash from the Fiscal Agent to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Fiscal Agent in exchange for the securities at a specified date, which satisfy the following criteria: (I) repurchase agreements must be between the Fiscal Agent and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated "A" or better by Moody's and S&P, or (B) a bank rated "A" or better by Moody's and S&P; (ii) the written repurchase agreement contract must include the following: (A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Fiscal Agent or a third party acting as agent for the Fiscal Agent simultaneous with payment (perfection by possession of certificated securities); (D) the Fiscal Agent must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third -party liens and, in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two-day restoration period, will require the Fiscal Agent to liquidate the collateral; (G) the securities must be valued weekly, marked -to -market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, in which case the collateral must be equal to 105% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest). If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Fiscal Agent, then additional cash and/or acceptable securities must be transferred; and (iii) a legal opinion must be delivered to the Fiscal Agent to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds; (I) the Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Fiscal Agent is authorized to register such investment in its name; and (k) the California Asset Management Program. "Principal Office" means such corporate trust office of the Fiscal Agent as may be designated from time to time by written notice from the Fiscal Agent to the City, initially being at C-6 629 the address set forth in the Agreement, or such other office designated by the Fiscal Agent from time to time; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at any particular time, its corporate trust agency business shall be conducted, initially in San Francisco, California. "Proceeds" when used with reference to the Bonds, means the face amount of the Bonds, plus any accrued interest and original issue premium, less any original issue and/or underwriter's discount. "Project" means those items described as the "Authorized CFD Public Improvements" in the Resolution of Intention. "Rating Agency" means any nationally recognized rating agency. "Refunding Bonds" means bonds issued by the City for the CFD, the net proceeds of which are used to refund all or a portion of the then -Outstanding Bonds; provided that (i) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds is less than the total interest cost to maturity on the Bonds to be refunded plus the principal amount of the Bonds to be refunded and (ii) the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. "Resolution of Formation" means Resolution No. 96-15 adopted by the Council on June 2, 2015, forming the CFD. "Resolution of Intention" means Resolution No. 56-15 adopted by the Council on April 21, 2015. "Securities Depositories" means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Special Tax Prepayments" means the proceeds of any Special Tax prepayments received by the City with respect to Improvement Area No. 5, as calculated pursuant to the Rate and Method, less any administrative fees or penalties collected as part of any such prepayment. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City Council under the Act and which agreement is amendatory of or supplemental to the Agreement, but only if and to the extent that such agreement is specifically authorized under the Agreement. "Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "2023 Bonds" or "Bonds" means the City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023. C-7 630 "Verification Agent" means an individual or firm of individuals appointed by the City or the Finance Director to advise the City with respect to the sufficiency of cash and/or Federal Securities, as provided in the sections of the Agreement relating to the discharge of the Agreement, and who, or each of whom, (i) is judged by the Finance Director to have experience in matters relating to such determinations; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. Bond Fund Creation of Bond Fund, and Accounts Therein. The Bond Fund is established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by the Agreement. Moneys in the Bond Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below. Within the Bond Fund there is hereby established a separate account designated as the "Capitalized Interest Account" to be held by the Fiscal Agent for the benefit of the City and the Owners of the 2023 Bonds into which shall be deposited the amount specified in the Agreement. Amounts on deposit in the Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2023 Bonds first becoming due. When the amount in the Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed. There is also created in the Bond Fund a separate account to be held by the Fiscal Agent, designated as the "Special Tax Prepayments Account," to the credit of which deposits shall be made as provided in the Agreement. Disbursements. At least ten Business Days before each Interest Payment Date, the Fiscal Agent shall notify the Finance Director in writing as to the principal and premium, if any, and interest due on the 2023 Bonds on the next Interest Payment Date (including principal and premium, if any, due as a result of (i) scheduled maturity of 2023 Bonds, (ii) optional redemption of 2023 Bonds, (iii) scheduled mandatory partial redemption of 2023 Bonds, or (iv) redemption of 2023 Bonds from proceeds of Special Tax Prepayments. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the 2023 Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds. At least three Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the balance then on deposit in the Bond Fund is sufficient to pay the debt service due on the 2023 Bonds on the next Interest Payment Date. In the event that the balance in the Bond Fund is insufficient for such purpose, the Fiscal Agent promptly shall notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency. In the event that the balance in the Bond Fund is insufficient for the purpose set forth in the preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent shall withdraw from the Reserve Fund, in accordance with the provisions regarding the same, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. C-8 631 If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for above, the Fiscal Agent shall apply the available funds first to the payment of interest on the 2023 Bonds, then to the payment of principal due on the 2023 Bonds other than by reason of mandatory partial redemptions, if any, and then to payment of principal due on the 2023 Bonds by reason of mandatory partial redemptions. Each such payment shall be made ratably to the Owners of the 2023 Bonds based on the then Outstanding principal amount of the 2023 Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding 2023 Bonds. Any mandatory partial redemption payment not made as scheduled shall be added to the mandatory partial redemption amount to be made on the next mandatory partial redemption date. Deficiencies. If at any time it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay Debt Service on the 2023 Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Rate and Method) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies. Excess. Any excess moneys remaining in the Bond Fund (not including moneys in the Capitalized Interest Account) following the payment of Debt Service on the 2023 Bonds on any September 1, shall be transferred to the Special Tax Fund. Reserve Fund The Reserve Fund is established as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by the Fiscal Agent Agreement, which deposit, as of the Closing Date, is equal to the initial Reserve Requirement with respect to the 2023 Bonds, and deposits shall be made as provided in the Fiscal Agent Agreement. For each respective Series of Parity Bonds covered by the Reserve Fund, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for each such Series. Moneys in each subaccount of the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds covered by the Reserve Fund, as a reserve for the payment of the principal of, and interest and any premium on, such Bonds and shall be subject to a lien in favor of the Owners of such Bonds. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of the insufficiency at any time of the balance in the Bond Fund to pay the amount then required for payment of the principal of, and interest and any premium on, the Bonds covered by the Reserve Fund or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds covered by the Reserve Fund from the Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director, specifying the amount withdrawn. Whenever, on or before any Interest Payment Date, or on any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall transfer an amount equal to the excess from the Reserve Fund (i) to the Special Tax Proceeds Subaccount of the C-9 632 Improvement Fund until the Improvement Fund is closed pursuant to the Fiscal Agent Agreement and (ii) thereafter to the Bond Fund, to be used to pay interest on the Bonds covered by the Reserve Fund on the next Interest Payment Date. Notwithstanding the provisions of the preceding paragraph, no amounts shall be transferred from the Reserve Fund until after: (i) the calculation of any amounts due to the federal government and withdrawal or set aside of any such amount for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent. Amounts in the Reserve Fund shall be withdrawn for purposes of making payment to the federal government to comply with the Fiscal Agent Agreement, upon receipt by the Fiscal Agent of an Officer's Certificate specifying the amount to be withdrawn and to the effect that such amount is needed for rebate purposes; provided, however, that no amounts in the Reserve Fund shall be used for rebate unless the amount in the Reserve Fund following such withdrawal equals the Reserve Requirement. Whenever the balance in the Reserve Fund, together with the balance in the Bond Fund, exceeds the amount required to redeem or pay the Outstanding Bonds covered by the Reserve Fund, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon the written request of the Finance Director, transfer any cash or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on the redemption date to the payment and redemption, of all of the Outstanding Bonds covered by the Reserve Fund. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the Reserve Fund, the balance in the Reserve Fund shall be transferred to the Finance Director to be used by the City for any lawful purpose. Whenever Special Taxes are prepaid and Bonds covered by the Reserve Fund are to be redeemed with the proceeds of such prepayment, a proportionate amount in the Reserve Fund (determined on the basis of the principal of Bonds covered by the Reserve Fund to be redeemed and the then -Outstanding principal of the Bonds, but in any event not in excess of the amount that will leave the balance in the Reserve Fund following the proposed redemption equal to the Reserve Requirement) shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds covered by the Reserve Fund. The Finance Director shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate. Certain Covenants of the City Collection of Special Tax Revenues. The City shall comply with all requirements of the Rate and Method and the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each May 1, the Fiscal Agent shall provide the Administrator with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and, if the amount in the Reserve Fund is less than the Reserve Requirement, informing C-10 633 the Administrator that replenishment of the Reserve Fund is necessary. The receipt of or failure to receive such notice by the Administrator shall in no way affect the obligations of the Administrator under the following two paragraphs and the Fiscal Agent shall not be liable for failure to provide such notices to the Administrator. The Administrator shall effect the levy of the Special Taxes in accordance with the Rate and Method (including, during the Remainder Taxes Period, levying the Special Taxes at the Maximum Special Tax rate on Developed Property before considering any Capitalized Interest) each Fiscal Year that the 2023 Bonds are outstanding, or otherwise such that the computation of the levy is complete and transmitted to the Auditor before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 5 for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Administrator shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Finance Director shall fix and levy the Special Taxes within Improvement Area No. 5 in accordance with the Rate and Method so as to assure the timely payment of principal of and interest on any outstanding 2023 Bonds becoming due and payable during the ensuing calendar year, including any necessary replenishment or expenditure of the Reserve Fund for the 2023 Bonds and an amount estimated to be sufficient to pay the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year, and to pay Project costs to be paid from Special Taxes during the ensuing calendar year; provided that the Special Taxes so levied shall not exceed the authorized amounts as provided by the Rate and Method. Except as set forth in the Ordinance, Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The fees and expenses of the Administrator and the costs and expenses of the Finance Director (including a charge for City staff time) in conducting its duties under the Agreement shall be an Administrative Expense. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing. Private Activity Bond Limitations. The City shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the C-11 634 2023 Bonds. The Finance Director shall take note of any investment of monies under the Agreement in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this provision, such as increasing the portion of the Special Tax levy for Administrative Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this provision. If necessary to satisfy its obligations, the City may use: (A) amounts in the Reserve Fund if the amount on deposit in the Reserve Fund, following the proposed transfer, is at least equal to the Reserve Requirement; (B) amounts on deposit in the Administrative Expense Fund; and (C) any other funds available to the City, in its sole discretion, to be repaid to the City as soon as practicable from amounts described in the preceding clauses (A) and (B). No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Tax Code. Maintenance of Tax -Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the 2023 Bonds. Amendment of Rate and Method The City shall not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the 2023 Bonds. If an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds, the City shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds. Deposit and Investment of Moneys in Funds. General. Moneys in any fund or account created or established by the Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, which in any event by their terms mature prior to the date on which such moneys are required to be paid out under the Agreement, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent hold such funds uninvested. The Finance Director shall make note of any investment of funds under the Agreement in excess of the yield on the 2023 Bonds so that appropriate actions can be taken to assure compliance with the rebate provisions of the Agreement. Moneys in Funds. Moneys in any fund or account created or established by the Agreement and held by the Finance Director shall be invested by the Finance Director in any Permitted Investment or in any other lawful investment for City funds, which in any event by its terms matures prior to the date on which such moneys are required to be paid out under the Agreement. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of the Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. C-12 635 Whenever in the Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. Actions of Officials. The Fiscal Agent and its affiliates or the Finance Director may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any liability for losses arising from any investments made pursuant to the Agreement. The Fiscal Agent shall not be required to determine the legality of any investments. Valuation of Investments. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to the Agreement, or otherwise containing gross proceeds of the 2023 Bonds (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by the Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Tax Code and (unless valuation is undertaken at least annually) investments of funds in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Tax Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Tax Code or for any determination of Fair Market Value or present value and may conclusively rely upon an Officer's Certificate as to such valuations. Commingled Money. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director under the Agreement, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in the Agreement. Confirmations Waiver. The Fiscal Agent will furnish the City periodic cash transaction statements which include will detail for all investment transactions made by the Fiscal Agent under the Agreement. Upon the City's election, such statements will be delivered via the Fiscal Agent's online service and upon electing such service, paper statements will be provided only upon request. Sale of Investments. The Fiscal Agent or the Finance Director, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. Liability of City General. The City shall not incur any responsibility in respect of the Bonds or the Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties under the Agreement, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent or of any of the documents executed by C-13 636 the Fiscal Agent in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder. Reliance. In the absence of bad faith, the City, including the Finance Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City by the Fiscal Agent or an Independent Financial Consultant and conforming to the requirements of the Agreement. The City, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under the Agreement in good faith and in accordance therewith. No General Liability. No provision of the Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations under the Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Owner of Bonds. The City shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Employment of Agents by City In order to perform its duties and obligations under the Agreement, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Agreement, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. Amendments Permitted With Consent. The Agreement and the rights and obligations of the City and of the Owners of the 2023 Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of 2023 Bonds disqualified as provided in the Agreement. No such modification or amendment shall (i) extend the maturity of any 2023 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any 2023 Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the 2023 Bonds (except as otherwise permitted by the Act, the laws of the State of California or the Agreement), or reduce the percentage of 2023 Bonds required for the amendment hereof. C-14 637 Without Consent. The Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City, other covenants and agreements to be observed, or (b) to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding 2023 Bonds in any material respect, including, but not limited to, amending the Rate and Method, so long as the amendment does not result in debt service coverage less than that set forth in the Parity Bonds provisions of the Agreement; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Agreement, or in regard to questions arising under the Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with the Agreement, and not adversely affecting the rights of the Owners of the 2023 Bonds in any material respect; (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exclusion from gross income for federal income tax purposes of interest on the 2023 Bonds; (v) in connection with the issuance of any Parity Bonds under and pursuant to the Agreement. Fiscal Agent's Consent. Any amendment of the Agreement may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall, if it should so request, be furnished an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of the Agreement and the Fiscal Agent may conclusively rely on such opinion and shall be absolutely protected in so relying. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the 2023 Bonds or of the Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by the Agreement, to take effect when and as provided in the Agreement. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the City), to each Owner of 2023 Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in the Agreement. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the 2023 Bonds then Outstanding (exclusive of Bonds disqualified as provided in the Agreement) and a notice shall have been mailed as hereinafter provided. Each such C-15 638 consent shall be effective only if accompanied by proof of ownership of the 2023 Bonds for which such consent is given, which proof shall be such as is permitted by the Agreement. Any such consent shall be binding upon the Owner of the 2023 Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter provided for has been mailed. After the Owners of the required percentage of 2023 Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of 2023 Bonds and will be effective as provided (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this provision to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided) upon the City and the Owners of all 2023 Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Discharge of Agreement. The City may pay and discharge the entire indebtedness on all or any portion of 2023 Bonds Outstanding in any one or more of the following ways: (A) by paying or causing to be paid the principal of, and interest and any premium on, all 2023 Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, irrevocably, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in the Bond Fund and the Reserve Fund hereof, is fully sufficient to pay all 2023 Bonds Outstanding, including all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, irrevocably, cash and/or Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in the Bond Fund and the Reserve Fund (to the extent invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all 2023 Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such 2023 Bonds are to be redeemed prior to the maturity thereof and notice of such redemption shall have been given as in the Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding C-16 639 that any such 2023 Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in the Agreement and all other obligations of the City under the Agreement with respect to such 2023 Bonds shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the following obligations and pledges of the City shall continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the 2023 Bonds not so surrendered and paid all sums due thereon, (ii) the obligation of the City to pay amounts owing to the Fiscal Agent pursuant to the Agreement, and (iii) the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes. Upon compliance by the City with the foregoing with respect to all 2023 Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City and any Special Taxes thereafter received by the City shall not be remitted to the Fiscal Agent but shall be retained by the City to be used for any purpose permitted under the Act. C-17 640 APPENDIX D THE CITY OF DUBLIN AND ALAMEDA COUNTY General The City. Incorporated in 1982, the City of Dublin (the "City") is a suburban city of the San Francisco East Bay and Tri-Valley regions of Alameda County (the "County"). It is located approximately 35 miles east of downtown San Francisco, 23 miles east of downtown Oakland, and 31 miles north of downtown San Jose. The City operates under the Council -Manager form of government. Policy making and legislative authority are vested in the City Council, which consists of an elected Mayor, who serves a two-year term, and four Council members each elected to a four-year term. The County. The County is located on the east side of the San Francisco Bay, south of the City of Oakland and approximately ten miles west of the City of San Francisco. Access to San Francisco is provided by the San Francisco Bay Bridge, AC Transit and Bay Area Rapid Transit (BART). The northern part of Alameda County has direct access to San Francisco Bay and the City of San Francisco. It is highly diversified with residential areas, as well as traditional heavy industry, the University of California at Berkeley, the Port of Oakland, and sophisticated manufacturing, computer services and biotechnology firms. The middle of the County is also highly developed including older established residential and industrial areas. The southeastern corner of the County has seen strong growth in residential development and manufacturing. Many high-tech firms have moved from neighboring Silicon Valley in Santa Clara County to this area. The southwestern corner of the County has seen the most development in recent years due to land availability. Agriculture and the rural characteristics of this area are disappearing as the region maintains its position as the fastest growing residential, commercial and industrial part of the County. Population The following table lists population estimates for the City, the County and the State of California for the last five calendar years, as of January 1. CITY OF DUBLIN, ALAMEDA COUNTY AND STATE OF CALIFORNIA Population Estimates Calendar Years 2019 through 2023 as of January 1 Year 2019 2020 2021 2022 2023 City of Dublin 63,890 65,161 73,009 72,374 71,750 Alameda County 1,659,608 1,663,114 1,663,371 1,644,248 1,636,194 State of California 39,605,361 39,648,938 39,286,510 39,078,674 38,940,231 Source: State Department of Finance estimates (as of January 1). D-1 641 Employment and Industry The District is included in the Oakland -Hayward -Berkeley Metropolitan Division ("MD"). The unemployment rate in the Oakland -Hayward -Berkeley MD was 4.1 percent in July 2023, down from a revised 4.2 percent in June 2023, and above the year-ago estimate of 3.3 percent. This compares with an unadjusted unemployment rate of 4.8 percent for California and 3.8 percent for the nation during the same period. The unemployment rate was 4.1 percent in Alameda County, and 4.1 percent in Contra Costa County. The table below list employment by industry group for Alameda and Contra Costa Counties for the years 2018 to 2022. OAKLAND-HAYWARD-BERKELY MD (Alameda and Contra Costa Counties) Annual Averages Civilian Labor Force, Employment and Unemployment, Employment by Industry (March 2022 Benchmark) Civilian Labor Force (1) Employment Unemployment Unemployment Rate Waae and Salary Employment: (2) Agriculture Mining and Logging Construction Manufacturing Wholesale Trade Retail Trade Transportation, Warehousing, Utilities Information Finance and Insurance Real Estate and Rental and Leasing Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Federal Government State Government Local Government Total, All Industries (3) (1) (2) (3) 2018 2019 2020 1,401,900 1,404,000 1,367,100 1,358,100 1,361,500 1,244,600 43,800 42,500 122,500 3.1 % 3.0% 9.0% 1,300 200 74,900 100,600 47,500 114,700 42,300 27,600 37,500 17,800 189,500 194,300 117,700 41,000 13,400 39,400 121,800 1,181,600 1,400 200 75,600 101,000 45,400 112,000 43,700 27,600 37,200 18,100 193,200 198,400 121,000 41,200 13,400 39,600 121,800 1,190,700 1,500 200 71,100 98,700 42,100 101,500 45,200 25,600 35,900 16,800 184,900 191,300 84,700 33,100 14,200 38,200 113,500 1,098,500 2021 1,357,000 1,272,800 84,200 6.2% 1,700 200 74,300 105,800 41,100 105,300 49,500 24,700 34,800 17,200 190,700 198,500 92,500 35,600 13,400 35,900 111,800 1,133,000 2022 1,377,100 1,330,500 46,600 3.4% 1,900 200 75,200 111,900 41,500 106,200 55,100 24,900 33,300 18,700 196,200 207,000 108,400 39,300 13,100 32,700 115,400 1,180,900 Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. Totals may not add due to rounding. Source: State of California Employment Development Department. D-2 642 Principal Employers The following table shows the principal employers in the City, as shown in the City's Comprehensive Annual Financial Report for the fiscal year ending June 30, 2022. CITY OF DUBLIN Principal Employers As of June 2022 Employer U.S. Government & Federal Correction Institute County of Alameda Ross Stores Headquarters Dublin Unified School District Zeiss Meditec Kaiser Permanente Patelco Credit Union TriNet Target Stores City of Dublin Number of Employees Rank Source: City of Dublin, California. Comprehensive Annual Financial Report for fiscal year ended June 30, 2022. [Remainder of page intentionally left blank] D-3 643 Major Employers The table below lists the major employers in the County, listed alphabetically. ALAMEDA COUNTY Major Employers Employer Name Alameda County Law Enforcement Alameda County Sheriffs Dept Alameda County Sheriffs Ofc Alta Bates Summit Med Ctr Alta Alta Bates Summit Med Ctr Lab BART PD California State Univ East Bay Cooper Vision Inc Dell EMC East Bay Mud Ebmud Grifols Diagnostic Solutions Kaiser Permanente Oakland Med Lawerence Berkeley Lab Lawrence Livermore Natl Lab Peoplesoft Inc Sanfrancisco Bayarea Rapid Transportation Dept -California UCSF Benioff Children's Hosp University of CA Berkeley University of CA-BERKELEY University -Ca -Berkeley Dept Valley Care Health System Washington Hospital Healthcare Western Digital Corp Location Oakland San Leandro Oakland Berkeley Oakland Oakland Hayward Pleasanton Pleasanton Oakland Oakland Emeryville Oakland Berkeley Livermore Pleasanton Oakland Oakland Oakland Berkeley Berkeley Berkeley Livermore Fremont Fremont Industry Government Offices -County Government Offices -County Sheriff Hospitals Laboratories -Medical Transit Lines Schools -Universities & Colleges Academic Optical Goods -Wholesale Computer Storage Devices (mfrs) Water & Sewage Companies -Utility Utilities Pharmaceutical Research Laboratories Hospitals Laboratories -Research & Development University -College Dept/Facility/Office Computer Software -Manufacturers Transit Lines Government Offices -State Hospitals Schools -Universities & Colleges Academic University -College Dept/Facility/Office University -College Dept/Facility/Office Health Services Health Care Management Computer Storage Devices (mfrs) Source: State of California Employment Development Department, extracted from the America's Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition. [Remainder of page intentionally left blank] D-4 644 Construction Activity Provided below are the building permits and valuations for the City and the County for calendar years 2018 through 2022. Permit Valuation New Single-family New Multi -family Res. Alterations/Additions Total Residential New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential New Dwelling Units Single Family Multiple Family TOTAL CITY OF DUBLIN Total Building Permit Valuations (Valuations in Thousands) 2018 2019 2020 2021 2022 $241,339.1 $68,810.7 $73,627.0 $65,538.8 $53,661.0 53, 361.1 23, 753.9 105, 932.7 170,143.7 18, 534.9 6, 938.7 16, 759.2 7, 506.7 7, 570.5 14, 797.7 301,638.9 109,323.8 187,066.4 243,253.0 86,993.6 4,009.8 81,009.4 142,998.0 12,481.5 4,469.0 0.0 0.0 0.0 0.0 0.0 15,680.6 4,763.2 1,229.3 35,459.2 2,718.4 24.885.4 33.640.2 14.519.2 17.451.3 13.510.7 44,575.8 119,412.8 158,746.5 65,392.0 20,698.1 608 151 153 159 58 346 767 209 499 Source: Construction Industry Research Board, Building Permit Summary. Permit Valuation New Single-family New Multi -family Res. Alterations/Additions Total Residential New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential ALAMEDA COUNTY Total Building Permit Valuations (Valuations in Thousands) 133 640 773 128 41 169 2018 2019 2020 2021 2022 $689,530.0 $675,129.8 $394,500.3 $407,585.0 $339,046.4 1,431,985.0 782,536.4 722,038.0 829,822.2 795,917.3 469.158.5 512.409.9 293.866.8 222.971.3 323.712.1 2,590,673.5 1,970,076.1 1,410,405.1 1,460,378.5 1,458,675.8 551,547.4 718,569.0 238,516.5 312,914.6 268,498.1 302,121.2 5,638.5 0.0 600.0 33,740.8 89,686.1 78,049.8 131,447.0 110,817.0 120,294.6 819.040.7 992.668.1 628.230.5 892.656.8 993.782.1 1,762,395.4 1,794,925.4 998,194.0 1,316,988.4 1,416,315.6 New Dwelling Units Single Family 1,867 1,871 1,152 1,589 1,175 Multiple Family 6,540 4,145 2,610 4,494 3,366 TOTAL 8,407 6,016 3,762 6,083 4,541 Source: Construction Industry Research Board, Building Permit Summary. D-5 645 Effective Buying Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor -related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner -occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income." The following table summarizes the median household effective buying income for the City, the County, the State and the United States for the period 2019 through 2023. CITY OF DUBLIN AND ALAMEDA COUNTY Effective Buying Income Median Household As of January 1, 2019 Through 2023 Year Area 2019 City of Dublin Alameda County California United States 2020 City of Dublin Alameda County California United States 2021 City of Dublin Alameda County California United States 2022 City of Dublin Alameda County California United States 2023 City of Dublin Alameda County California United States Source: Claritas, LLC . Total Effective Buying Income (000's Omitted) $3,024,338 67,609,653 1,183,264,399 9,017,967,563 $3,528,085 72,243,436 1,243,564,816 9,487,165,436 $3,821,704 77,794,202 1,290,894,604 9,809,944,764 $4,059,625 85,225,529 1,452,426,153 11,208,582,541 $4,368,839 80,766,211 1,461,799,662 11,454,846,397 Median Household Effective Buying Income $111,857 79,446 62,637 52,841 $121,648 84,435 65,870 55,303 $126,662 88,389 67,956 56,790 $139,121 99,940 77,058 64,448 $135,205 98,721 77,175 65,326 D-6 646 Taxable Transactions Summaries of historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Total taxable sales during the first quarter of the 2023 calendar year in the City were reported to be $515,381,457, a 3.88% increase in total taxable sales of $496,125,279 reported during the first quarter of calendar year 2022. CITY OF DUBLIN Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number Taxable Number Taxable of Permits Transactions of Permits Transactions 2018 843 $1,603,404 1,387 $1,983,177 2019 825 1,560,838 1,383 1,971,228 2020 848 1,253,711 1,455 1,615,174 2021 824 1,457,526 1,407 2,049,805 2022 847 1,493,127 1,436 2,223,202 Source: State Department of Tax and Fee Administration. Total taxable transactions during the first quarter of calendar year 2023 in the County were reported to be $10,047,432,150, a 4.17% decrease in total taxable transactions of $10,485,185,330 reported during the first quarter of calendar year 2022. ALAMEDA COUNTY Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number Taxable Number Taxable of Permits Transactions of Permits Transactions 2018 27,816 $22,857,349 47,402 $35,073,302 2019 28,375 21,882,886 49,197 35,040,749 2020 28,831 19,626,570 50,461 31,781,794 2021 26,964 22,613,147 47,565 37,893,682 2022 27,010 23,795,623 48,059 44,051,761 Source: State Department of Tax and Fee Administration. D-7 647 APPENDIX E PRICING REPORT E-1 648 RCL�� REAL ESTATE "INSULT!' MARKET PRICING AND ABSORPTION ANALYSIS PROPOSED CFD FOR BOULEVARD (DUBLIN CROSSING) PHASE 5 DUBLIN, CALIFORNIA Prepared for City of Dublin October 6, 2023 649 ABOUT RCLCO RCI2 n REAL ESTATE ADVISORS Since 1967, RCLCO has been the "first call" for real estate developers, investors, the public sector, and non advice regarding property investment, planning, and development. RCLCO leverages quantitative analytics and a strategic planning framework to provide end -to -end business level. With the insights and experience gained over 50 years and thousands of projects —touching over $5B types across the United States and around the world. Learn more about RCLCO at www.RCLCO.com. REPORT AUTHORS Project Directors: Derek Wyatt, Principal ► P: (310) 203-3035 I E: DWYATT@RCLCO.COM Project Manager: Jordan LaMarche, Vice President ► P: (310) 752-9032 I E: JLAMARCHE@RCLCO.COM Additional Authors: Baiwei Zhang, Associate -real estate companies and organizations seeking strategic and tactical planning and implementation solutions at an entity, portfolio, or project of real estate activity each year—RCLCO brings success to all product i 0 0 0 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 ; 650 RCLIJ n v REAL ESTATE ADVISORS Background & Objectives 4 Background 5 Objectives 6 Executive Summary 7 Local Area Analysis 10 ► Site Assessment 11 ► RCLCO Macroeconomic POV 12 ► Socioeconomic Context 14 Residential Market Analysis 15 Housing Market Trends 16 • Competitive Environment 18 ► Recommended Pricing & Positioning 19 • Demand & Absorption Potential 20 Disclaimers 22 Appendix: Supporting Exhibits 25 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 I ; 651 RCL REAL ESTATE CONSULTING BACKGROUND & OBJECTIVES City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 652 BACKGROUND REAL ESTATE ADVISORS The City of Dublin retained RCLCO ("Robert Charles Lesser & Co., LLC") to provide a third -party pricing and absorption evaluation of Phase 5 of the residential development program encompassed within the Boulevard (Dublin Crossing) master - planned community. • Boulevard (Dublin Crossing), branded as Boulevard, is a transit -oriented, master - planned community within walking distance of the Dublin/Pleasanton BART station (DeMarcus Boulevard/Interstate 580). Built and planned land uses include single-family and multifamily residential units, community and neighborhood parks, an elementary school, a trail system that connects to the Iron Horse Trail, and a 30 net -acre community park. • Phase 1 of Boulevard (Dublin Crossing) consisted of 453 total homes. RCLCO completed a market analysis underpinning the CFD issuance for Phase 1 of Boulevard (Dublin Crossing) in April 2017. All neighborhoods from Phase 1 have fully sold out. • Phase 2 of Boulevard (Dublin Crossing) comprised an additional 508 units and has 30 units remaining to be sold as of July 2022. RCLCO completed a market analysis underpinning the CFD issuance for Phase 2 of Boulevard (Dublin Crossing) in October 2018. • Phase 3 of Boulevard (Dublin Crossing) was originally planned to add 287 units to the site. As of July 2022, 162 units remain to be sold in Abbey and Gramercy that are scheduled to start sales in late 2022 to early 2023. RCLCO completed a market analysis underpinning the CFD issuance for phase 3 of Boulevard (Dublin Crossing) in May 2021. • Phase 4 of Boulevard (Dublin Crossing) would add another 266 units. RCLCO completed a market analysis underpinning the CFD issuance for phase 4 of Boulevard (Dublin Crossing) in September 2022. • Leveraging the prior market analysis completed for Phases 1, 2, 3, and 4, the City of Dublin engaged RCLCO to complete the market pricing and absorption analysis supporting the CFD issuance for Phase 5 of Dublin Crossing. » Phase 5 comprises three neighborhoods and a total of 244 units, including 62 single-family detached units and 182 single-family attached units. LEGEND Boulevard (Dublin Crossing) Site Plan Dublin, California DHASE 14 PHASE 1B PHASE 2 PHASE 3 DHASE 4 DHASE v IMAGE SOURCE: Brookfield Residential City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 ! 653 OBJECTIVES RCL� n REAL ESTATE ADVISORS OBJECTIVES At issue is the preparation of the market pricing and absorption analysis for the residential development in Phase 5 of the Boulevard (Dublin Crossing) master - planned community to underpin the issuance of the proposed CFD bonds. Bond proceeds will enable the construction of various public improvements relating to the fourth phase of the Boulevard (Dublin Crossing) project. The market analysis will be included in the bond offering statement and provide input to the work undertaken by the appraiser and financial consultant. Specific analytical objectives which we addressed in conducting the market analysis included: ► Market — Potential market demand for new for -sale homes at Boulevard (Dublin Crossing) derived from the synthesis of demand/market demographics and historical sales trends. ► Financial — Projection of achievable pricing and absorption for the proposed units. METHODOLOGY Major analytical tasks leading to the fulfillment of the above objectives consisted of the following: ► Evaluated the location merits of the Boulevard (Dublin Crossing) master -planned community, focusing on the subject's location, access and visibility, quality of surrounding development, execution, and proximity to key amenities/places. ► Described short-term economic development trends for the Oakland -Fremont - Hayward Metropolitan Division ("Oakland MD") as a whole, i.e., regional economic and job growth outlook underpinning the economic development context and setting for the proposed new homes in Dublin. ► Examined and evaluated the competitive environment, examining actively -selling single-family detached and attached communities in Dublin (including neighborhoods within the subject community) and the surrounding area that could inform potential residential pricing at Phase 5 of Boulevard (Dublin Crossing). Planned and proposed developments in the area were also examined. ► Analyzed market demand/depth for new for -sale homes at the subject location, utilizing the demographic makeup (age, income, tenure, and turnover) of the Oakland MD as the basis for local demand given the wide geographic draw for new ownership housing in Dublin. ► Translated the market research findings into development conclusions addressing market depth available for capture by prospective residential development at Boulevard (Dublin Crossing) and achievable pricing (constant 2023 dollars) informed by the preceding demand analysis, the local market comparables, and the assumption that the total property tax rate for Dublin Crossing's homes would be 1.75%-1.80% (the proposed tax rate for the proposed Community Facilities District would be approximately 0.5%, in line with Phases 1, 2, 3, and 4). City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 f 654 ( itv of fli ihlin 1 Markaf Pririnn and .hcnrntinn Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 RCL REAL ESTATE CONSULTING EXECUTIVE SUMMARY R1-11558.09 I October 6, 2023 I 655 EXECUTIVE SUMMARY RCE n REAL ESTATE ADVISORS Our overriding conclusion is that there should continue to be strong market depth for new homes in the City of Dublin, supporting the viability of the development of the fifth phase of Boulevard (Dublin Crossing), due in large part to the following: ► The high performance of local schools is a major draw to households with school - age children from all over the Oakland MD, as well as from the greater San Francisco Bay Area. ► The location in the heart of the growing and affluent community of Dublin, which provides convenient access to the Dublin -Pleasanton BART station as well as retail services. ► The success of Phases 1, 2, 3, and 4 to date, particularly the quality and execution of the homes and community overall, strong price points, and healthy absorption rates. The outlook for Dublin is positive and Boulevard (Dublin Crossing) should continue to perform in -line with top of the market residential offerings in the area, as one of the few large master -planned communities in the area with proximity to transit. Phase 5 will likely continue to build on the success of all prior phases as additional amenities such as the community pool, park, and school will be delivered and stabilized. ACHIEVABLE PRICING & POSITIONING In Phase 5, RCLCO projects base prices to average $1,279,000 for attached product (182 units averaging 2,162 square feet) and $1,683,000 for detached single-family homes (62 units averaging 2,614 square feet). Given these price points, the project would achieve base pricing of $607 per square foot ($1,381,656 for an average -sized, 2,277 square foot unit). The recommended pricing incorporates the impacts of the CFD, which would increase the total property tax rate in Dublin Crossing to 1.8%. Additional options, upgrades and lot premiums could increase the all -in home price by up to $87,000. This pricing incorporates the pricing achieved for the 16 sales or contracts to date in Phase 5, but suggests that future sales can achieve higher price points than prior sales, particularly given the strong pace of sales and lack of * Sold or Under Contract as of 9/8/2023. competitive inventory. At these price points, the community would be positioned in line with the top -of - market, actively -selling communities in Dublin. Residential neighborhoods planned for Phase 5 of Boulevard (Dublin Crossing) are assumed to be comparable, if not superior, to the existing neighborhoods in Phase 3 and Phase 4, and will build on the critical mass and amenities that have been delivered and are planned. Boulevard (Dublin Crossing) benefit from an extensive amenity package including various trails and walking paths, a 30 net -acre Community Park, five net -acres of Neighborhood Parks, a school site, and up to 200,000 square feet of commercial uses. The community should maintain its positioning as one of the premier master -planned communities in Alameda County near the top of the local housing market and as a value alternative for those moving from the East Bay and other areas in the broader San Francisco Bay Area that seek high -quality, new housing at relatively affordable prices. Recommended Pricing of Planned Program Boulevard (Dublin Crossing) Phase 5 PROGRAM MARKET -RATE NEIGHBORHO OD UNITS BASE PRICE RANGE 2023 DOLLARS AVG. AVG. AVG./SF TTACHED Vine Avalon Avalon (Sold or Under Contract) * TOTAL/WTD. AVG. 22 92 2,330 $1,342,000 $576 23 86 1,991 $1,221,000 $613 23 4 1,975 $1,097,130 $556 182 2,162 $1,279,000 $592 DETACHED Ivy Ivy (Sold or Under Contract) * TOTAL/WTD. AVG. 21 50 2,616 $1,723,000 $659 21 12 2,606 $1,517,907 $583 62 2,614 $1,683,000 $644 TOTAL 244 2,277 $1,381,656 $607 SOURCE: RCLCO R1-11558.09 I October 6, 2023 1 1656 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 EXECUTIVE SUMMARY (CONY.) RCE n REAL ESTATE ADVISORS MARKET DEPTH AND ABSORPTION POTENTIAL Building on the above achievable price points, RCLCO measured market depth for new homes derived in large part from income and pertinent demographic characteristics of households and growth in the Oakland Metropolitan Division (combined Contra Costa and Alameda Counties). The Oakland MD constitutes the Primary Market Area ("PMA"), defined as the geographic area from which we expect 90% of the demand to originate for Boulevard (Dublin Crossing) new ownership housing, based on conversations with sales agents in Dublin and secondary research. ► The PMA, which comprises approximately 1,008,300 households, has approximately 242,300 households earning sufficient income to afford a home above $1,000,000 (See Exhibit VI-3B for an evaluation of housing affordability by income). Our analysis of affordability has determined that the approximate minimum household income that qualifies prospective buyers to purchase new housing at Boulevard (Dublin Crossing) at the current recommended pricing is approximately $231,000 for households under age 55 and $199,000 for households age 55+. Of these households who meet the affordability threshold within the PMA, approximately 12,800 households per year are projected to demand for -sale housing after additional adjustments that consider age, home ownership, and annual turnover. The inclusion of new households moving to the PMA in the relevant income ranges raises the annual demand to approximately 13,300. ► RCLCO performed a capture rate analysis that estimates the Tri-Valley Area (comprised of the following cities: Dublin, Pleasanton, San Ramon, Danville, and Livermore) would capture 17% of the PMA's for -sale demand potential. Based on the City of Dublin's capture of the Tri-Valley's sales activity in the past year, we estimate that the City of Dublin would capture approximately between 20% and 57% of projected Tri-Valley housing demand depending on price points, bringing the total demand for households in Dublin to 2,748 homes. As noted above, building on discussions with sales agents at nearby actively -selling planned communities and analysis of migration data, we estimate that 10% of total demand for Dublin originates from outside the PMA or outside of our screening criteria. ► We estimate that Phase 5 of Boulevard (Dublin Crossing) could capture between 9% and 12% of the demand for homes in Dublin priced above $1,000,000, equating to an annual demand potential ranging from approximately 110 to 142 units, or 9.2 to 11.8 units per month (Exhibit VI-1). These capture rates suggest absorption of homes at Phase 5 of Boulevard (Dublin Crossing) would represent a significant share of housing activity in the city, as the introduction of 228 homes remaining in Phase 5 will be one of the larger offerings in the region and should attract a significant pool of buyers based on its location and proven high level of execution. ► The neighborhoods in Phase 5 have already begun sales with Avalon having already sold or put under contract 4 units while Ivy has sold or put under contract 12 units. Given the product program (and remaining inventory) and the recommended pricing, homes priced between $1,000,000 and $1,400,000 would sell out between 1.7 and 2.1 years, homes between $1,400,000 and $1,800,000 would sell out between 2 and 2.3 years and homes priced between $1,800,000 and $2,200,000 would sell out between 1.1 and 1.8 years. Projected Home Sale Velocity by Price Range Boulevard (Dublin Crossing) Phase 5 DISTRIBUTION BY PRICE RANGE $1,000,000 $1,400,000 -$1,800,000 - OVER -$1 400,000 $1 800 000 $2 200 000 $2 200 000+ TOTAL TOTAL REMAINING UNITS - PHASE 5 Distribution by Price Range 138 78 12 0 228 61% 34% 5% 0% 100% Potential Annual Absorption by Price Range - Scenario 1 Potential Monthly Absorption by Price Range - Scenario 1 64 40 7 5.4 3.3 0.5 0 110 0.0 9.2 Potential Annual Absorption by Price Range - Scenario 2 Potential Monthly Absorption by Price Range - Scenario 2 80 45 11 0 136 6.7 3.8 0.9 0.0 11.4 City of Dublin Market Pricing and Absorption Analysis Proposed CFD for Boulevard (Dublin Crossing) Phase 5 SOURCE: US Census; Esri; Redfin; RCLCO R1-11558.09 1 October 6, 2023 1 ! 657 ( itv of fli ihlin 1 Markaf Pririnn and .hcnrntinn Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 RCL REAL ESTATE CONSULTING LOCAL AREA ANALYSIS R1-11558.09 1 0ctober6, 2023 11(658 SITE ASSESSMENT RCE n REAL ESTATE ADVISORS Boulevard (Dublin Crossing) is located at the geographic center of the City of Dublin, north of Dublin Boulevard between Iron Horse Regional Trail/Scarlett Drive and Arnold Road. Key location characteristics of the subject site include the following: ► The Boulevard (Dublin Crossing) community is located within a half -mile of the Dublin/Pleasanton BART station, which connects Dublin to the broader San Francisco Bay Area (San Francisco, Oakland, San Jose and Berkeley). Given that many buyers of new housing in Dublin commute to jobs in Oakland, San Jose/Silicon Valley, and San Francisco, we would expect that the proximity of Dublin Crossing's new ownership housing to a nearby BART Station will continue to be a significant marketing draw. ► For commuters by car, Dublin Crossing is also conveniently located approximately one mile from two on -/off -ramps to Interstate 580, which provides access to the East Bay and the broader region. Additionally, on -/off -ramps to Interstate-680, which provides access north to Walnut Creek and south to San Jose, are accessible within two miles of the site. ► Dublin Crossing is located within a mile of Hacienda Crossings, a power center featuring a variety of entertainment, restaurants, and shopping destinations such as Best Buy, Bed Bath & Beyond and T.J. Maxx. Persimmon Place, a relatively new retail shopping center, is located adjacent to Hacienda Crossings and is anchored by Whole Foods, Nordstrom Rack, and Home Goods. More neighborhood and community retail centers are located within two miles of the community, including Tivoli Plaza, the majority of which delivered in October 2022. ► Stoneridge Shopping Center, a Class A regional mall with 1.3 million square feet of retail, is located approximately 2.5 miles away. Pleasanton has recently announced that the 18-acre site will be rezoned to allow for multi -family residential development to reach its RHNA goals. This could result in another 1,170 units being added to this center. Several power centers anchored by a Wal-Mart or a Target are also located both to the east and west. Additionally, IKEA has been approved for building a 317,000 square foot store just south of Boulevard (Dublin Crossing) in 2018. However, the plan remains in limbo and the project is on hold as retail environments have changed in light of the COVID-19 pandemic. The City of Dublin is yet to provide an update on IKEAS's plans going forward. ► Dublin Unified School District serves the City of Dublin and provides K-12 instruction. In 2026, local public schools within Boulevard's school district will include Dublin High School as well as a new TK-8 school that will be developed within the community. The existing schools in Unified School District generally achieve above average GreatSchools ratings than the schools in Alameda County and the Oakland MD as a whole, and achieve relatively similar scores to the schools in surrounding cities, such as Pleasanton and San Ramon. From our discussions with sales personnel at the active -selling communities, the quality of the schools is a powerful draw for many families looking to buy a new home in Dublin. Site Map — Boulevard (Dublin Crossing) Dublin, California City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 IMAGE SOURCE: Google Maps R1-11558.09 1 October 6, 2023 1 1.659 RCLCO MACROECONO REAL ESTATE ADVISORS CHANCES OF A SOFT LANDING INCREASING; BUT BASE CASE (-65%) STILL CALLS FOR SHALLOW RECESSION IN THE NEXT 6- 12 MONTHS The probability of a soft landing remains possible as economic performance has exceeded expectations in 2023 and the impact of higher interest rates has been offset by strong labor markets and consumer spending, However, mixed signals in the market and likely continuing Fed action to squash inflation point to an economy that is likely headed for a shallow recession in late 2023 or early 2024. US GDP growth will decline slightly (1% to 2%) in 2023 with shallow recession likely in the next 6 to 12 months. Depending on inflation and geopolitics, the U.S. economy will likely return to trend (2% to 3%) growth in 2025. Job growth will moderate to between 2.0 and 2.5 million (annual) in 2023 though is expected to moderate further in 2024. The 10-Year US Treasury peaked at nearly 4.2% in early August, but has since moderated somewhat closer to 4.0%. Economists and futures markets expect that the UST will hover in the 3.5% to 4.0% range for the next several years. As the economy slows, US real estate fundamentals will continue to soften, with moderately higher vacancy rates and slower rent growth over the next 2 to 3 years. Industrial rents should stay relatively strong while office rent growth will trend towards 0% and turn negative in a downside scenario (with meaningful differences based on class/quality/location. Neighborhood retail rent growth will moderate at 2% and apartment rent growth will moderate toward 2% to 3% but may contract in downside scenario. Real estate capital markets to stay cautious in 2023, although wholesale selling not likely. Transactions should pick up in 2024 once prices reset at 10- 20% below peak values High borrowing costs and the specter of a recession will put stress on leveraged owners over the next year or so. At some point, re -financing and interest cap costs will precipitate transactions (sales and re -capitalizations) most likely in 2024. Unlike in past recessions, the Fed is unlikely to lower short-term rates in the near term. RCLCO recommends focusing on property types and regions that should have strong demand over next 3 to 5 years: Rental Housing — Demographics, limited for -sale housing inventory, and high borrowing costs will keep multifamily and single-family rental demand strong, although supply is ramping up and rent/price increases are moderating. Elevated vacancy rates and potential job losses in a recession could cause additional softness in the market. Industrial — Demand should stay strong as e-commerce continues to expand and re- and near -shoring accelerate. Niche Sectors — Health care (medical office, life sciences, senior housing), data centers, and self storage out -perform in recessions and have strong long-term demand drivers. Job growth in gateway markets is forecasted to rebound, although Sunbelt markets will continue to outperform. Caution is recommended for office and discretionary retail, as ongoing structural shifts are creating greater risk. Deep discounts in some cases will create some opportunistic buying/redevelopment opportunities. Values for many sectors will likely fall below replacement cost, creating buying opportunities, although many office and retail properties may have limited future usefulness. Widespread distress selling is unlikely, except for office and non -dominant regional malls. Once land prices adjust, strong fundamentals and long-term growth support selective development and refurbishment of rental residential, industrial, and some niche property types (life science, medical office). City of Dublin Market Pricing and Absorption Analysis Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 October 6, 2023 '1. 660 MIC CONTEXT RCE n REAL ESTATE ADVISORS REGIONAL EMPLOYMENT Reflective of national economic conditions, the Oakland MD, which comprises Alameda and Contra Costa Counties, has made great strides since emerging from the Great Recession, recovering slightly faster than California as a whole. Employment growth tempered from 2017 through 2019 and more significantly saw dramatic losses due to the effects of the COVID-19 pandemic. However, growth rebounded to pre - pandemic levels in 2021 and 2022 due to an unexpected increase in demand for labor. ► Prior to the pandemic, the region had experienced accelerated growth, led by Employment Growth Rate 6.0% 4.0% 2.0% ' ' II 0.0% • Professional and Business Services as well as Education and Health Services. From 2013-2022, the region has added 141,000 jobs —an average of nearly 16,000 jobs per year. ► When compared to the U.S over the 2012 to 2022 period, on average, job gains in Oakland MD rose by 1.7% annually, slightly outperforming the nation's 1.4% growth. ► Moody's projects employment growth to slow as the Fed continues to fight inflation with tightening monetary and financial conditions. From 2023-2027, Oakland MD is expected to grow at a rate of 0.8% annually, adding approximately 33,000 jobs to the market. Historical and Forecasted Non -Agricultural Employment Growth Rate Oakland -Hayward -Berkeley, CA MD; 1993-2027 ■ IL..JI!I....i 11 I o ice ���'�c5� ���1 ���� �� �� `1� `��`L `�� `1� `L�� `L� �0� `�. `� `L��� `L��`L`��r�"� `L��� `Vor�h `LOr�O ��� `�0�� `L��� `L `�o�� `�o�`�.�� ,� 2.0 /° O (O (O O �O -4.0% -6.0% -8.0% -10.0% Historical ® Moody's Projection Historical Avg. City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Source: Moody's; RCLCO R1-11558.09 1 October 6, 2023 1 1:661 MIC CONTEXT (CONY.) RCE n REAL ESTATE ADVISORS DEMOGRAPHIC FACTORS In 2023, the City of Dublin had a population of approximately 74,300, with an average household size of 3.08 persons per household. Of the roughly 24,100 households in the city, 15,900 households (66%) are homeowners, and 18,400 (76%) have incomes over $100,000 (Exhibit 11-2). Average household income in Dublin is $214,800 as of 2023 and is 29% higher than the average household income across Alameda County as a whole. The Primary Market Area ("PMA") includes all of Alameda and Contra Counties (Oakland MD) and is derived in large part from our field surveys of competitive for - sale housing developments in Dublin where agents commented on the geographic ti Annual Household Growth Rate Dublin, Oakland MD, San Francisco MSA: 2010-2028 0 O Dublin city C ti o O COCO o O N O O Oakland MD San Francisco MSA 2010-2020 2020-2023 ■ 2023-2028 area from which their home buyers originate. Most home buyers can be expected to be commuters to job locations in the East Bay, San Jose/Silicon Valley and San Francisco. The PMA had an estimated population of 2.87 million in 2023. ► Average household size in the PMA is 2.84, slightly lower than the City of Dublin. ► Of the 1,008,300 PMA households, 591,200 (59%) are owners, and 577,900 (57%) have annual incomes over $100,000 (Exhibit 11-2). PMA households are less affluent than those in the City of Dublin and less likely to own homes. ► Esri projects the PMA to grow by approximately 11,000 households or 0.2% per year between 2023 and 2028. Dublin, on the other hand, is projected to grow by 529 households or 0.4% per year. Distribution of Households by Income Dublin, Oakland MD, San Francisco MSA: 2023 50.0% 45.0% 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 0 ota`- o� o`" a 'oococc ��M cqZko Opp �o5 00)00'0 c'eb o§b cbC5 Cb e /5st cs, Grp `ab, `,\� ��� ��� `cbo,, OO� OO� Ko, OO� OO� 6,\<, City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 ■ Dublin city ■ Oakland MD San Francisco MSA Source: Esri; RCLCO R1-11558.09 1 October 6, 2023 1 1,662 RCL REAL ESTATE CONSULTING RESIDENTIAL MARKET ANALYSIS City of Dublin i Market Pricing and Absorption Analysis i Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 11! 663 ING MARKET TRENDS RCV REAL ESTATE ADVISORS PERMITTING TRENDS Housing permit information from the U.S. Department of Housing and Urban Development reveals a significant increase in permitting for Alameda County as a whole from 2015-2019, with a drop in permitting in 2020-2023, largely due to inventory constraints rather than demand. County permits have grown since the end of the last recession, and from 2017-2019 surpassed 2006 levels as a result of a large number of multifamily permits. In Dublin, permits increased at a significant rate between 2010 and 2021, averaging permit increases of 19.2% a year. Permits have seen an uptick in 2023, with an increase in multifamily and single-family product. This uptick has occurred despite rising mortgage rates that have contributed to reduced affordability for entry-level and first-time buyers. 200 150 100 50 0 3 4 47 • 107 HOUSING MARKET TRENDS According to Redfin, a total of 237 homes that have been built since 2005 have sold in the past year throughout the City of Dublin, of which 105 were single-family detached (Exhibit IV-1A). Single-family detached homes sold for an average sale price of approximately $1.92 million with an average size of 2,705 square feet. The remaining 132 attached home sales had an average sales price of approximately $1.02 million with and average size of 1,809 square feet. Of the 237 total home sales, 174 homes (73%) sold for between $1,000,000 and $2.6 million (Exhibit IV-1 B). In the past year, the City of Dublin represented approximately 44% of home sales in the Tri-Valley Area between $1 million and $2.6 million. The City of Dublin has experienced increased housing activity above $2.6 million in the past year, capturing 17.6% of the Tri-Valley Area. The City of Dublin's capture rate decreases as price increases, with a capture of approximately 45% of the Tri-Valley Area home sales below $1,000,000, but 22.8% capture of home sales above $2,200,000. (Exhibit IV-2). Home Sales by Price Range; Dublin and Tri-Valley Area September 2022-September 2023 • < $600,000 $600K - $1 M $1 M - $1.4M 78 29 $1.4M - $1.8M • Dublin • Tri-Valley City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 78 26 $1.8M - $2.2M 62 18 $2.2M - $2.6M 74 13 $2.6M+ Source: Redfin; RCLCO R1-11558.09 1 October 6, 2023 1 1 f 664 MEDIAN HOME PRICE IN DUBL REAL ESTATE ADVISORS FOLLOWING A DIP IN PRICING AT THE END OF 2022, PRICES HAVE REBOUNDED IN 2023 AND WERE ABOVE 2022'S PRICING AS OF AUGUST BUT BELOW PEAK PRICING FROM APRIL 2022 Median Price per Square Foot, Dublin $750 $700 $650 $600 $550 $500 $450 $400 Jan Feb Mar Apr May Jun Jul Aug Sep 2018 -2019 2020 2021 2022 -2023 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Oct Nov Dec Source: Redfin; RCLCO R1-11558.09 I October 6, 2023 11. 665 COMPETITIVE ENVIRONMENT RCI2 REAL ESTATE ADVISORS COMPETITIVE COMMUNITIES RCLCO determined the market comparables relevant to Boulevard's (Dublin Crossing) Phase 5 program by surveying actively -selling new home communities in the Competitive Market Area (the area in which other product will likely compete with Boulevard (Dublin Crossing), which RCLCO determined to primarily encompass the City of Dublin) along with actively selling communities in the surrounding cities including San Ramon and Livermore. We identified 12 actively -selling new home communities located within four master plans, as well as one standalone community. Refer to the chart to the right, as well as Exhibits 1-5 and 1-6. PLANNED AND PROPOSED DEVELOPMENT Dublin is continuing to experience new housing activity, with approximately 597 units remaining in the actively -selling communities surveyed in this. There are five other major for - sale projects in the pipeline (Exhibit 1-7). Map and Summary of Selected Comparable New Home Communities assajar t .S a PC RCCL_AN3 ., i,, L`AGC_ •=sort r, +,.r seo .yry:.seo T eao cc 'fir a . L vcrnlore • ++ ` Pcasanton , Vc-ora f " 41 + � fon !fh MAP PRODUCT HOME BASE PRICE KEY COMMUNITY BUILDER TYPE SIZE TOTAL $ISF SUBJECT SITE — BOULEVARD DUBLIN CROSSING BOULEVARD Abbey Ivy Avalon Venice Lombard Melrose TWIN OAKS 2 2 Grove Arbor Brookfield Brookfield Lennar Lennar Lennar Brookfield Toll Brothers Toll Brothers 3 story towns SFD - 4 Pack Courts Carriage Row Towns Attached Duets SFD SFD Townhome SFD 2,028 $1,180,623 $582 2,614 $1,532,490 $586 2,068 $1,128,880 $546 2,375 $1,322,594 $557 2,583 $1,659,220 $642 2,633 $1,595,323 $606 1,471 $1,177,495 $801 2,838 $1,888,495 $665 Hillcrest Lennar Townhome 2,228 $1,222,880 $549 The Towns SummerHill Homes The Courts SummerHill Homes Townhome SFD 1,943 $1,193,750 $614 2,516 $1,766,667 $702 STANDALONE COMMUNITIES Diamond Canyon Toll Brothers SFD 4,320 $3,814,995 $883 SOURCE: Redfin; New Home Source; Individual Community Websites; Sales Agent Interviews; RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 11666 RECOMMENDED PRICING & POSITIONING RCE n REAL ESTATE ADVISORS Relevant actively -selling new home communities in the Competitive Market Area provided comparable price points from which we established the achievable pricing for homes at Boulevard (Dublin Crossing) Phase 5. The pricing methodology which we employed was as follows: ► Using each market comparable's price -to -size relationship and our industry experience to arrive at a price slope, we made sales price adjustments of competitive developments to reflect unit sizes at Dublin Crossing's Phase 5. ► We adjusted communities based on the attractiveness of product offerings, with Boulevard (Dublin Crossing) discounted relative to some competitive developments that offer larger traditional detached product types and/or better views. ► We accounted for location qualities as well by assessing the supportive character of uses surrounding the competitive planned communities and regional access. ► Additionally, we adjusted each competitive planned development's overall execution in relation to the high -quality, planning vision for Boulevard (Dublin $2,250,000 Crossing), a qualitative effort to reflect design of the community, infrastructure improvements, parks, and the overall character of the community, also relying on our assessment of the quality of execution in prior phases. ► We accounted for the home purchasing power implications of proposed property tax rates at Boulevard (Dublin Crossing), total property tax rate of 1.8% versus the property taxes at the competitive communities (total property tax rates range from 1.1% to 1.8% at comparable communities). Given that buyers with the same income would be able to afford higher -priced homes in a community with lower property taxes, we adjusted the Dublin Crossing home prices accordingly to reflect the property tax differential with the comparable communities (Exhibit I- 2A). The resulting achievable prices for the homes at Dublin Crossing are shown below and in Exhibit I-1A. These prices reflect base prices before upgrade considerations, however buyers are expected to add upgrades to their home purchases ranging on average between $69,000 to $87,000. Price to Unit Size Relationship Boulevard (Dublin Crossing) Versus Comparable Communities 8 $1,750,000 m $1,250,000 X $750,000 ♦ ♦ 1,000 1,500 2,000 Unit Size (SF) -Abbey ♦ Grove The Courts • Boulevard (Dublin Crossing) Attached Ivy x Hillcrest •Arbor • Boulevard (Dubline Crossing) Detached ♦ ■ ■ EP ♦ ■ • ■ 2,500 3,000 •Avalon •Venice Diamond Canyon + The Towns ■ Melrose ♦ Lombard 3,500 SOURCE: Redfin; New Home Source; Individual Community Websites; Sales Agent Interview; RCLCO City of Dublin Market Pricing and Absorption Analysis Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 11! 667 DEMAND & ABSORPTION POTENTIAL RCE n REAL ESTATE ADVISORS We have projected annual demand for for -sale residential development at Dublin Crossing derived largely from the demographic characteristics of the PMA (defined, as noted above, as the Oakland Metropolitan Division). Our demographic demand model based on income -qualified households and several other factors (age, tenure, and annual turnover) reveals an annual absorption potential at Dublin Crossing ranging from 110 to 142 units, equivalent to a monthly absorption of about 9.2 to 11.8 units. A summary of this demand model forecast methodology follows (Exhibit VI-3A): ► Households in the Primary Market Area were both age -qualified (households under age 55 and households age 55 and older) and income -qualified as buyers. Appropriate household income qualifications for Boulevard (Dublin Crossing) was determined to start at $231,000 for households under age 55 and $199,000 for households over age 55 based on the following assumptions: typical down payments of 20% for households under age 55 and 35% for households above age 55, 30-year fixed mortgage with a 6.5% interest rate (we recognize interest rates are higher today, but forward curves project a decline by the time home closings would begin at Boulevard (Dublin Crossing)), property axes at 1.58% per year (-0.4% provides repayment of the proposed CFD bonds), HOA and Insurance payments averaging $375 per month, and total housing costs (mortgage, HOA fees, insurance, and property tax) comprising 35% of household income. ► Household growth projections for the PMA, qualified using the same criteria as above for existing households, provided short-term demand potential from household growth, which indicates that an average of about 1,683 newly formed households would be in the market for for -sale housing annually over the next five years. ► Based on a historical capture analysis, we estimate that the Tri-Valley could capture approximately 17% of the Oakland MD's annual for -sale demand potential, representing demand potential for approximately 6,245 home sales in the Tri-Valley Area. ► Based on the City of Dublin's capture of the Tri-Valley's sales activity in the past year, we estimate that the City of Dublin would capture approximately 44% of projected Tri-Valley housing demand depending on price points. ► Building on discussions with sales agents at nearby actively -selling planned communities, we estimate that 10% of total demand for Dublin originates from outside the city or outside of our screening criteria. ► At the achievable pricing, we estimate that Phase 5 of Boulevard (Dublin Crossing) should capture 9% to 12% of the Dublin demand for housing priced above $1,000,000. The resulting demand potential is 110 to 142 units per year at Dublin Crossing Phase 5, equivalent to 9.2 to 11.8 units per month, assuming full product segmentation. Annual Demand Methodology Oakland MD, Tri-Valley, and City of Dublin; 2023-2028 Oakland MD For -Sale Annual Demand Potential City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 HH GROWT 1,68 17% Tri-Valley Capture Home Demand in Tri-Valley Area 6,245 44% Dublin Capture, Home Demand in Dublin 2,748 SOURCE: Esri; American Community Survey; RCLCO R1-11558.09 1 October 6, 2023 1 21668 DEMAND & ABSORPTION POTENTIAL (CONY.) RCP n REAL ESTATE ADVISORS As shown in Exhibit I-1 B, the largest share of units in Phase 5-approximately 61 %-would be offered for less than $1,400,000, after accounting for options and upgrades of approximately 0% to 5% of base prices. Given the product program for Phase 5 and the achievable pricing (and without accounting for the phasing of the proposed development), homes priced between $1,000,000 and $1,400,000 would sell out between 1.7 and 2.1 years, homes between $1,400,000 and $1,800,000 would sell out between 2 and 2.3 years and homes priced between $1,800,000 and $2,200,000 would sell out between 1.1 and 1.8 years. Distribution of Product Program and Estimated Demand by Price Boulevard (Dublin Crossing) Phase 5 DISTRIBUTION BY PRICE RANGE 2 PRODUCT AVG. ALL -IN TOTAL AVG. UNIT UNDER $1,000,000 - $1,400,000 - $1,800,000 - OVER YPE NEIGHBORHOOD PRICE 1 UNITS UNIT MIX SIZE $1,000,000 $1,400,000 $1,800,000 $2,200,000 $2,200,000+ TOTAL Vine 22 $1,369,500 92 40.4% 4,365 0.0% 70.2% 29.8% 0.0% 0.0% 100.0% Avalon 23 $1,250,000 86 37.7% 3,648 0.0% 85.4% 14.6% 0.0% 0.0% 100.0% Ivy 21 $1,766,000 50 21.9% 3,347 0.0% 0.0% 77.0% 23.0% 0.0% 100.0% TOTAL/WTD. AVG. 228 100.0% 0 138 78 12 0 228 Distribution by Price Range 0% 61% 34% 5% 0% 100% SCENARIO 1 Potential Annual Absorption by Price Range - Scenario 1 Potential Monthly Absorption by Price Range - Scenario 1 0 0.0 64 5.4 40 3.3 7 0.5 0 0.0 Years of Supply by Price Range - Scenario 1 0.0 2.1 2.0 1.8 0.0 SCENARIO 2 Potential Annual Absorption by Price Range - Scenario 2 Potential Monthly Absorption by Price Range - Scenario 2 0 0.0 80 6.7 45 3.8 11 0.9 0 0.0 Years of Supply by Price Range - Scenario 2 0.0 1.7 1.7 1.1 0.0 1 Assumes options, premiums, and upgrades between 5% and 10% of the base price. See Exhibit I-1A for base prices by product type. 2 Assumes a uniform pricing distribution within product types. City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 SOURCE: RCLCO R1-11558.09 I October 6, 2023 12. 669 RCL I n J% REAL ESTATE CONSULTING DISCLAIMERS R1-11558.09 I October 6, 2023 12; 670 ( itv of fli ihlin 1 Markat Pririnn and .hcnrntinn Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 CRITICAL ASSUMPTIONS RCE n REAL ESTATE ADVISORS Our conclusions are based on our analysis of the information available from our own sources and from the client as of the date of this report. We assume that the information is correct, complete, and reliable. We made certain assumptions about the future performance of the global, national, and local economy and real estate market, and on other factors similarly outside either our control or that of the client. We analyzed trends and the information available to us in drawing these conclusions. However, given the fluid and dynamic nature of the economy and real estate markets, as well as the uncertainty surrounding particularly the near -term future, it is critical to monitor the economy and markets continuously and to revisit the aforementioned conclusions periodically to ensure that they are reflective of changing market conditions. We assume that the economy and real estate markets will experience a period of slower growth in the next 12 to 24 months, and then return to a stable and moderate rate in 2024 and beyond. However, stable and moderate growth patterns are historically not sustainable over extended periods of time, the economy is cyclical, and real estate markets are typically highly sensitive to business cycles. Further, it is very difficult to predict when inflection points in economic and real cycles will occur. With the above in mind, we assume that the long-term average absorption rates and price changes will be as projected, realizing that most of the time performance will be either above or below said average rates. Our analysis does not consider the potential impact of future economic shocks on the national and/or local economy, and does not consider the potential benefits from major "booms" that may occur. Similarly, the analysis does not reflect the residual impact on the real estate market and the competitive environment of such a shock or boom. Also, it is important to note that it is difficult to predict changing consumer and market psychology. As such, we recommend the close monitoring of the economy and the marketplace, and updating this analysis as appropriate. Further, the project and investment economics should be "stress tested" to ensure that potential fluctuations in revenue and cost assumptions resulting from alternative scenarios regarding the economy and real estate market conditions will not cause failure. In addition, we assume that the following will occur in accordance with current expectations: ► Economic, employment, and household growth ► Other forecasts of trends and demographic and economic patterns, including consumer confidence levels ► The cost of development and construction ► Tax laws (i.e., property and income tax rates, deductibility of mortgage interest, and so forth) ► Availability and cost of capital and mortgage financing for real estate developers, owners and buyers ► Competitive projects will be developed as planned (active and future) and that a reasonable stream of supply offerings will satisfy real estate demand ► Major public works projects occur and are completed as planned Should any of the above change, this analysis should be updated, with the conclusions reviewed accordingly (and possibly revised). City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 2; 671 GENERAL LIMITING CONDITIONS RCL REAL ESTATE ADVISORS Reasonable efforts have been made to ensure that the data contained in this study reflect accurate and timely information and are believed to be reliable. This study is based on estimates, assumptions, and other information developed by RCLCO from its independent research effort, general knowledge of the industry, and consultations with the client and its representatives. No responsibility is assumed for inaccuracies in reporting by the client, its agent, and representatives or in any other data source used in preparing or presenting this study. This report is based on information that to our knowledge was current as of the date of this report, and RCLCO has not undertaken any update of its research effort since such date. Our report may contain prospective financial information, estimates, or opinions that represent our view of reasonable expectations at a particular time, but such information, estimates, or opinions are not offered as predictions or assurances that a particular level of income or profit will be achieved, that particular events will occur, or that a particular price will be offered or accepted. Actual results achieved during the period covered by our prospective financial analysis may vary from those described in our report, and the variations may be material. Therefore, no warranty or representation is made by RCLCO that any of the projected values or results contained in this study will be achieved. Possession of this study does not carry with it the right of publication thereof or to use the name of "Robert Charles Lesser & Co." or "RCLCO" in any manner without first obtaining the prior written consent of RCLCO. No abstracting, excerpting, or summarization of this study may be made without first obtaining the prior written consent of RCLCO. This report is not to be used in conjunction with any public or private offering of securities or other similar purpose where it may be relied upon to any degree by any person other than the client without first obtaining the prior written consent of RCLCO. This study may not be used for any purpose other than that for which it is prepared or for which prior written consent has first been obtained from RCLCO. City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 2, 672 RCL e.) ^ J� REAL ESTATE CONSULTING APPENDIX: SUPPORTING EXHIBITS R1-11558.09 I October 6, 2023 12! 673 ( itv of fli ihlin 1 Markat Pririnn and .hcnrntinn Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 LIST OF EXHIBITS RCE n REAL ESTATE ADVISORS I. PRICING & COMPETITIVE SUPPLY Exhibit I-1A Exhibit I-2A Exhibit I-2B Exhibit I-2C Exhibit I-3A Exhibit I-3B Exhibit I-3C Exhibit I-3D Exhibit 1-4 Exhibit 1-5 Exhibit 1-6 Exhibit 1-7 29 Summary of Achievable Pricing; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Comparable Communities Base Pricing Adjustment Matrix; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Internal Pricing Adjustments; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Price to Size Relationship - RCLCO Recommendations; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Price to Unit Size Relationship - All Products; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities; Dublin, CA; September 2023 Price to Unit Size Relationship - Attached Product; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities; Dublin, CA; September 2023 Price to Unit Size Relationship - Detached Product; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities; Dublin, CA; September 2023 Price to Unit Size Relationship — All Products; Boulevard (Dublin Crossing) - Phase 5 Comparable Communities; Dublin, CA; September 2023 CFD Sales Price Adjustments ; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities; Dublin, CA; September 2023 Map of Selected Comparable New Home Communities; Dublin, CA; September 2023 Summary of Selected Comparable New Home Communities; Dublin, CA; September 2023 Planned and Proposed Residential Projects; Dublin, CA; September 2023 II. DEMOGRAPHIC AND PERMIT TRENDS 44 Exhibit 11-1 Map of Primary Market Area ; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California; September 2023 Exhibit 11-2 Comparative Socioeconomic Characteristics; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California; 2010-2028 Exhibit 11-3 Map of Primary Market Area; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California; September 2023 Exhibit II-4A Household Distribution by Income; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California; 2023 Exhibit II-4B Households by Age and Income; Dublin; 2023 Exhibit II-4C Households by Age and Income; Pleasanton; 2023 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 12(674 LIST OF EXHIBITS RCE n REAL ESTATE ADVISORS Exhibit II-4D Exhibit II-4E Exhibit II-4F Exhibit II-4G Exhibit II-4H Exhibit II-5A Exhibit II-5B Exhibit II-5C Exhibit II-5D Exhibit II-5E Exhibit II-5F Exhibit II-5G Exhibit II-6A Exhibit II-6B Exhibit II-7A Exhibit II-7B Exhibit II-8A Exhibit II-8B Households by Age and Income; Livermore; 2023 Households by Age and Income; San Ramon ; 2023 Households by Age and Income; Danville; 2023 Households by Age and Income; Alameda County; 2023 Households by Age and Income; Contra Costa County; 2023 Residential Permitting Activity; Dublin; California; 1990-2023 Residential Permitting Activity; Pleasanton; California; 1990-2023 Residential Permitting Activity; Livermore; California; 1990-2023 Residential Permitting Activity; San Ramon; California; 1990-2023 Residential Permitting Activity; Danville; California; 1990-2023 Residential Permitting Activity; Alameda County; California; 1990-2023 Residential Permitting Activity; Contra Costa County; California; 1990-2023 Commute Patterns - Employment Locations of Dublin Residents; Dublin; 2020 Commute Patterns - Employment Locations of Dublin Employees; Dublin; 2020 Commute Patterns - Employment Locations of Oakland Residents; Oakland; 2020 Commute Patterns - Employment Locations of Oakland Employees; Oakland; 2020 Commute Patterns - Employment Locations of San Francisco Residents; San Francisco; 2020 Commute Patterns - Employment Locations of San Francisco Employees; San Francisco; 2020 III. ECONOMIC TRENDS Exhibit III-1A Exhibit III-1 B Exhibit III-2 Exhibit III-3 Exhibit III-4 69 Historical and Forecasted Non -Agricultural Employment, Households, and Population; Oakland -Hayward -Berkeley, CA MD; 1993-2027; (in Thousands) Historical and Forecasted Non -Agricultural Employment, Household, and Population Growth Rates; Oakland -Hayward -Berkeley, CA MD; 1993-2027 Historical and Forecasted Non -Agricultural Employment Growth Rates; Oakland -Hayward -Berkeley, CA MD and United States; 1993-2027 Historical and Forecasted Non -Agricultural Employment; Oakland -Hayward -Berkeley, CA MD; 1993-2027; (in Thousands) Historical and Forecasted Non -Agricultural Employment by Industry; Oakland -Hayward -Berkeley, CA MD; 1993-2027; (in Thousands) City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 2. 675 LIST OF EXHIBITS RCE n REAL ESTATE ADVISORS IV. FOR -SALE HOME SALES TRENDS Exhibit IV-1A Exhibit IV-1B Exhibit IV-1C Exhibit IV-1D Exhibit IV-2 Exhibit IV-3 Exhibit IV-4A Exhibit IV-4B 77 Residential Listings and Sales by Size Range Built 2005 or Later; City of Dublin; As of September 2023 Residential Listings and Sales by Price Range Built 2005 or Later; City of Dublin; As of September 2023 Residential Listings and Sales by Size Range Built 2005 or Later; Tri-Valley Area; As of September 2023 Residential Listings and Sales by Price Range Built 2005 or Later; Tri-Valley Area; As of September 2023 Residential Home Sale Capture Rates; City of Dublin in Relation to the Tri-Valley Area; Homes Built Since 2005; September 2022 — September 2023 Single -Family Home/Condo/Townhome Resales Built 2005 or Later; Tri-Valley Area; September 2022 - September 2023 Monthly Median Home Price; Existing Single -Family Detached Homes; Contra Costa County, Alameda County, and California; January 1990- August 2023 Home Value; Cities in Tri-Valley Area; January 2010-August 2023 V. SITE ANALYSIS Exhibit V-1A Exhibit V-1B Exhibit V-1C Exhibit V-2 Exhibit V-3A Exhibit V-3B Exhibit V-3C Regional Map; Boulevard (Dublin Crossing); Dublin, CA and San Francisco Bay Area; September 2023 Map of Subject Site Area; Boulevard (Dublin Crossing); Dublin, CA; September 2023 Map of Surrounding Uses; Boulevard (Dublin Crossing); Dublin, CA; September 2023 Site Assessment; Boulevard (Dublin Crossing); Dublin, CA; September 2023 Map of Local Schools; Dublin, CA; September 2023 Aggregate School Rankings by City; Dublin, Livermore, Pleasanton, San Ramon, and Danville; September 2023 School Rankings by City; Dublin, Livermore, Pleasanton, and San Ramon; September 2023 VI. DEMAND ANALYSIS Exhibit VI-1 Exhibit VI-2 Exhibit VI-3A Exhibit VI-3B Dublin Crossing - Phase 5; Absorption Potential; 2023 - 2028 Dublin Crossing - Phase 5; Capture Rate Analysis; Tri-Valley Area and Oakland Metropolitan Division Dublin Crossing - Phase 5; Annual For -Sale Demand Potential; 2023 - 2028 Dublin Crossing - Phase 5; Housing Affordability; Dublin, CA; September 2023 86 94 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 21676 EXHIBITS RGLOO REAL ESTATE CONSULTING I. PRICING & COMPETITIVE SUPPLY City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 2677 EXHIBITS RCL REAL ESTATE CONSULTING LOCATION: COMMUNITY EXECUTION: POSITIONING: Exhibit I-1A Summary of Achievable Pricing Boulevard (Dublin Crossing) - Phase 5 Dublin, CA September 2023 The site is located in the heart of Dublin, bridging the gap between the existing western and growing eastern portions of the city. The site is proximate to the Dublin/Pleasanton BART station as well as on- and off -ramps to 1-580 and 1-680, providing access to surrounding cities and the greater San Francisco Bay Area. Various retail options are located nearby, including Hacienda Crossing and the newly opened Persimmon Place which includes a Nordstrom Rack and Whole Foods as key anchor tenants. Local schools are better than in Alameda County as a whole, and generally on par when compared to the high -performing schools in the surrounding cities of San Ramon, Livermore, Danville, and Pleasanton. The site is located in the heart of Dublin, bridging the gap between the existing western and growing eastern portions of the city. The site is proximate to the Dublin/Pleasanton BART station as well as on- and off -ramps to 1-580 and 1-680, providing access to surrounding cities and the greater San Francisco Bay Area. Various retail options are located nearby, including Hacienda Crossing and the newly opened Persimmon Place which includes a Nordstrom Rack and Whole Foods as key anchor tenants. Local schools are better than in Alameda County as a whole, and generally on par when compared to the high -performing schools in the surrounding cities of San Ramon, Livermore, Danville, and Pleasanton. The community should continue to be positioned as one of the premier master -planned communities in Alameda County, near the top of the local housing market, and as a value alternative for those moving into the area from the East Bay and other areas in the broader San Francisco Bay Area, particularly for those who seek high -quality, new housing at relatively affordable prices. The recommended pricing accounts for the higher tax rate (1.8%) in the master plan. PROGRAM NEIGHBORHOOD MARKET -RATE UNITS HOME SIZE RANGE (SF) MIN - MAX AVG. BASE PRICE RANGE (2023 DOLLARS) MIN - MAX AVG. AVG./SF ATTACHED Vine Avalon Avalon (Sold or Under Contract 22 23 23 92 2,192 - 2,430 86 1,493 - 2,456 4 1,493 - 2,456 2,330 1,991 1,975 $1,294,000 - $1,376,000 $1,038,000 - $1,392,000 $951,880 - $1, 254, 880 $1,342,000 $1,221,000 $1, 097,130 $576 $613 $556 TOTALIWTD. AVG. 1,493 - 2,456 2,162 $951,880 - $1,392,000 $1,279,000 $592 DETACH Ivy Ivy (Sold or Under Contract) TOTAL/WTD. AVG. 21 50 21 2,565 - 2,663 2,616 $1,703,000 - $1,742,000 $1,723,000 $659 2,565 - 2,663 2,606 $1,499,990 - $1,539,990 $1,517,907 $583 2,565 - 2,663 2,614 $1,499,990 - $1,742,000 $1,683,000 $644 TOTAL - BOULEVARD (DUBLIN CROSSING) 244 1,493 - 2,663 2,277 $951,880 - $1,742,000 $1,381,656 $607 SOURCE: RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 131678 EXHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit I.1 B Projected Home Sales Velocity by Price Range Boulevard (Dublin Crossing) Dublin, California 2023-2028 DISTRIBUTION BY PRICE RANGE 2 PRODUCT AVG. ALL -IN TOTAL AVG. UNIT UNDER $1,000,000 - $1,400,000 - $1,800,000 - OVER TYPE NEIGHBORHOOD PRICE UNITS UNIT MIX SIZE $1,000,000 $1,400,000 $1,800,000 $2,200,000 $2,200,000+ TOTAL Vine Avalon Ivy 22 $1,369,500 92 40.4% 4,365 0.0% 70.2% 29.8% 0.0% 0.0% 100.0% 23 $1,250,000 86 37.7% 3,648 0.0% 85.4% 14.6% 0.0% 0.0% 100.0% 21 $1,766,000 50 21.9% 3,347 0.0% 0.0% 77.0% 23.0% 0.0% 100.0% TOTALIWTD. AVG. Distribution by Price Range 228 100.0% 0 138 78 12 0 228 0% 61% 34% 5% 0% 100% SCENARIO 1 Potential Annual Absorption by Price Range - Scenario 1 Potential Monthly Absorption by Price Range - Scenario 1 0 0.0 64 5.4 40 3.3 7 0.5 0 0.0 Years of Supply by Price Range - Scenario 1 0.0 2.1 2.0 1.8 0.0 SCENARIO 2 Potential Annual Absorption by Price Range - Scenario 2 Potential Monthly Absorption by Price Range - Scenario 2 0 0.0 80 6.7 45 3.8 11 0.9 0 0.0 Years of Supply by Price Range - Scenario 2 0.0 1.7 1.7 1.1 0.0 Assumes options, premiums, and upgrades between 0% and 5% of the base price. See Exhibit I -IA for base prices by product type. 2 Assumes a uniform pricing distribution within product types. SOURCE: RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 13' 679 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit I-2A Comparable Communities Base Pricing Adjustment Matrix Boulevard (Dublin Crossing) - Phase 5 Dublin, CA September 2023 PROJECT COMMUNITY SIZE ADJUSTED 1 ADJUSTMENTS ADJUSTED BASE PRICES UNIT SIZE BASE UNIT BASE PRODUCT SURROUNDING COMMUNITY (SF) BASE PRICE $ISF SIZE (SF) BASE PRICE $ISF TYPE 2 USES/ACCESS 3 EXECUTION ° CFD 5 TOTAL PRICE PRICEISF WEIGHT ATTACHED PRODUCT Abbey Avalon Venice Grove Hillcrest The Towns TOTALIWEIGHTED AVERAGE Boulevard (Dublin Crossing Phase 3) Boulevard (Dublin Crossing Phase 5) Boulevard (Dublin Crossing Phase 4) Twin Oaks The Preserve City Village I 2,162 I 2,028 $1,180,623 $582 2,162 $1,227,496 $568 0.00% 0.00% 0.00% 0.00% 100.0% $1,227,496 $568 2,068 $1,128,880 $546 2,162 $1,159,775 $536 0.00% 0.00% 0.00% 0.00% 100.0% $1,159,775 $536 2,375 $1,322,594 $557 2,162 $1,251,424 $579 0.00% 0.00% 0.00% 0.00% 100.0% $1,251,424 $579 1,471 $1,177,495 $801 2,162 $1,509,499 $698 0.00% -1.50% 5.00% -4.00% 99.5% $1,501,952 $695 2,228 $1,222,880 $549 2,162 $1,201,138 $556 0.00% -1.50% 5.00% -3.40% 100.1% $1,202,339 $556 1,943 $1,193,750 $614 2,162 $1,274,575 $590 0.00% 2.50% 7.50% -4.00% 106.0% $1,351,049 $625 2,162 $1,282,000 $593 DETACHED PRODUCT Lombard Ivy Melrose Arbor Diamond Canyon The Courts TOTAL/WEIGHTED AVERAGE Boulevard (Dublin Crossing Phase 4) Boulevard (Dublin Crossing Phase 5) Boulevard (Dublin Crossing Phase 4) Twin Oaks Standalone City Village EMI 16.7% 16.7% 16.7% 16.7% 16.7% 16.7% 100.0% 2,583 $1,659,220 $642 2,614 $1,670,985 $639 0.00% 0.00% 0.00% 0.00% 100.0% $1,670,985 $639 16.7% 2,614 $1,532,490 $586 2,614 $1,532,490 $586 0.00% 0.00% 0.00% 0.00% 100.0% $1,532,490 $586 16.7% 2,633 $1,595,323 $606 2,614 $1,588,416 $608 0.00% 0.00% 0.00% 0.00% 100.0% $1,588,416 $608 16.7% 2,838 $1,888,495 $665 2,614 $1,799,061 $688 -5.00% -1.50% 5.00% -4.00% 94.5% $1,700,113 $650 16.7% 4,320 $3,814,995 $883 2,614 $2,911,053 $1,114 -10.00% -6.00%-10.00% -4.80% 69.2% $2,014,449 $771 16.7% 2,516 $1,766,667 $702 2,614 $1,808,100 $692 -5.00% 2.50% 7.50% -4.00% 101.0% $1,826,181 $699 16.7% 2,614 $1,722,000 $659 100.0% 1 Applies a 60% price slope to the incremental price gained/lost by a change in size. 2 Adjustment to reflect the difference in buyer's preferences for larger, traditional detached product type. 3 Accounts for the uses surrounding each community, such as retail, open space, school districts, etc. ° Reflects the overall quality and amenitization of the comparables communities in relation to plans for Boulevard (Dublin Crossing). 5 Adjustment for the impact of property tax rates on price. Assumes Bouelvard (Dublin Crossing) would have a total property tax rate of 1.8%. See Exhibit 1-4 for more details. SOURCE: Redfn; RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 October 6, 2023 3, 680 EXHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit I.2B Internal Pricing Adjustments Boulevard (Dublin Crossing) - Phase 5 Dublin, CA September 2023 AVERAGE POSITIONING ATTACHED PRODUCT 1 HOME SIZE BASE PRICE BASE $ISF PRODUCT TYPE 'Attached 2,162 $1,282,000 $593 HOME PRICE PRODUCT PRICE ADJUSTED BASE NEIGHBORHOOD SIZE (SF) PRICE SLOPE 2 ADJUSTMENT TYPE ADJUSTMENT PRICE BASE $ISF Vine 2,330 60% $60,000 0.0% $0 $1,342,000 $576 'Avalon 1,991 60% ($61,000) AVERAGE POSITIONING DETACHED PRODUCT 1 HOME SIZE BASE PRICE BASE $ISF PRODUCT TYPE 'Detached 2,614 $1,722,000 $659 0.0% $0 $1,221,000 $613 INTERNAL PRICING ADJUSTMENTS HOME PRICE NEIGHBORHOOD SIZE (SF) PRICE SLOPE 2 ADJUSTMENT PRODUCT TYPE PRICE ADJUSTMENT ADJUSTED BASE PRICE BASE $ISF Ivy 2,616 60% $1,000 1 See Exhibit I-2A 2 Applies a 60% price slope to the incremental price gained/lost by a change in size. SOURCE: RCLCO 0.0% $0 $1,723,000 $659 I City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 3: 681 EXHIBITS RCLCO REAL ESTATE CONSULTING $1,800,000 $1,700,000 $1,600,000 $1,500,000 N $1,400,000 CO $1,300,000 $1,200,000 $1,100,000 $1,000,000 1,500 SOURCE: RCLCO Exhibit I-2C Price to Size Relationship - RCLCO Recommendations Boulevard (Dublin Crossing) - Phase 5 Dublin, CA September 2023 1,700 1,900 2,100 Unit Size (SF) ♦ ATTACHED ■ DETACHED • 2,300 2,500 2,700 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 13, 682 EXHIBITS RCLCO REAL ESTATE CONSULTING $4,250,000 $3,750,000 $3,250,000 $2,750,000 U N N N m $2,250,000 $1,750,000 Exhibit I-3A Price to Unit Size Relationship - All Products Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA September 2023 $1,250,000 ♦ $750,000 1,000 SOURCE: RCLCO ♦ •♦ ■ - _. ♦ e• -- x • + X X ♦ . - Abbey — Ivy ♦Avalon • Venice ♦ Grove 1,500 2,000+ Hillcrest 2,500 d Canyon 3,500 +The Towrif,000 4,500 5,000 - The Courts •Arbor •MBIEW(i;F) ♦ Lombard • Boulevard (Dublin Crossing) Attached • Boulevard (Dubline Crossing) Detached City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 1 3l683 EXHIBITS RCLCO REAL ESTATE CONSULTING $1,450,000 $1,350,000 $1,250,000 $1,150,000 d N La $1,050,000 $950,000 $850,000 $750,000 1,200 SOURCE: RCLCO • Exhibit I-3B Price to Unit Size Relationship - Attached Product Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA September 2023 • • • • 1,400 1,600 1,800 2,000 2,200 2,400 2,600 2,800 3,000 Unit Size (SF) Abbey • Avalon • Venice ♦ Grove x Hillcrest • The Towns • Boulevard (Dublin Crossing) Attached City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 13(684 EXHIBITS RCLCO REAL ESTATE CONSULTING $4,500,000 $4,000,000 $3,500,000 $3,000,000 U d N l0 $2,500,000 $2,000,000 $1,500,000 $1,000,000 2,200 SOURCE: RCLCO ■ ♦ ■ • ■ • - A Exhibit I-3C Price to Unit Size Relationship - Detached Product Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA September 2023 • 2,700 3,200 3,700 4,200 4,700 Unit Size (SF) — Ivy x Diamond Canyon - The Courts -Arbor ■ Lombard ♦ Melrose • Boulevard (Dublin Crossing) Detached City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 13. 685 EXHIBITS RCLCO REAL ESTATE CONSULTING $3,750,000 $3,250,000 $2,750,000 a $2,250,000 $1,750,000 $1,250,000 Exhibit I-3D Price to Unit Size Relationship - All Products Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA September 2023 ♦ ♦ - -4 - • 4 • $750,000 — - 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 Unit Size (SF) • Boulevard (Dublin Crossing) Attached • Boulevard (Dublin Crossing) Detached • Iron Gate Resales Last Year ♦ Jordan Ranch Resales Past Year - Dublin Resales Past Year 2005+ SOURCE: RCLCO; Redfin City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 13i 686 XHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit 1-4 CFD Sales Price Adjustments Boulevard (Dublin Crossing) Comparable Communities Dublin, CA September 2023 DIFFERENCE FROM TOTAL TAX SUBJECT SITE TAX PROJECT CITY RATE RATE VALUE DIFFERENCE IN ANNUAL PAYMENT PER $100,000 PRESENT VALUE OF PAYMENT DIFFERENCE PER $100,000 1 CFD ADJUSTMENT Abbey Dublin 1.80% 0.00% $100,000 $0 $0 0.0% Ivy Avalon Venice Lombard Melrose Grove Arbor Hillcrest Diamond Canyon The Towns The Courts Dublin Dublin Dublin Dublin Dublin San Ramon San Ramon San Ramon Pleasanton San Ramon San Ramon 1.80% 1.80% 1.80% 1.80% 1.80% 1.25% 1.25% 1.33% 1.13% 1.25% 1.25% 0.00% 0.00% 0.00% 0.00% 0.00% -0.55% -0.55% -0.47% -0.67% -0.55% -0.55% !Proposed Boulevard (Dubin Crossing) Maximum Property Tax Rate I 1.80% Present Value of Payment Difference assumes a 6.5% discount rate and a 10-year hold period. SOURCE: RCLCO $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $0 $0 $0 $0 $0 ($550) ($550) ($467) ($671) ($550) ($550) $0 $0 $0 $0 $0 ($4,000) ($4,000) ($3,400) ($4,800) ($4,000) ($4,000) 0.0% 0.0% 0.0% 0.0% 0.0% -4.0% -4.0% -3.4% -4.8% -4.0% -4.0% City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 31687 RCLC r'1 v REAL ESTATE CONSULTING SOURCE: Google; New Home Source; Individual Community Websites; Sales Agent Interview; RCLCO Exhibit 1-5 Map of Selected Comparable New Home Communities Dublin, CA September 2023 MAP KEY COMMUNITY BUILDER PRODUCT TYPE HOME BASE PRICE SIZE TOTAL $ISF SUBJECT SITE -- BOULEVARD (DUBLIN CROSSING) BOULEVARD (DUBLIN CROSSING) 1 1 1 1 6.11 Abbey Ivy Avalon Venice Lombard Melrose TWIN OAKS Grove Arbor Brookfield 3 story towns 2,028 $1,180,623 $582 Brookfield SFD - 4 Pack Courts 2,614 $1,532,490 $586 Lennar Carriage Row Towns 2,068 $1,128,880 $546 Lennar Attached Duets 2,375 $1,322,594 $557 Lennar SFD 2,583 $1,659,220 $642 Brookfield SFD 2,633 $1,595,323 $606 Toll Brothers Toll Brothers Townhome SFD 1,471 $1,177,495 $801 2,838 $1,888,495 $665 Hillcrest Lennar Townhome 2,228 $1,222,880 $549 The Towns The Courts SummerHill Homes SummerHill Homes Townhome SFD 1,943 $1,193,750 $614 2,516 $1,766,667 $702 STANDALONE COMMUNITIES Diamond Canyon Toll Brothers SFD 4,320 $3,814,995 $883 City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 41688 • RCL REAL ESTATE CONSULTING Exhibit 1-6 Summary of Selected Comparable New Home Communities Dublin, CA September 2023 MAP COMMUNITY/ KEY ADDRESS BUILDER HOMES SOLD/ SALES FLOORPLAN TOTAL UC PACE/ MO. BEDS BATHS STORIES HOME SIZE (SF) BASE PRICE BASE $ISF PRICING NET BASE OPTIONS PREM. TOTAL AVG. MORTGAGE AMT MORTGAGE PMT HOA TAX RATE TOTAL PMT 1 Abbey Brookfield Boulevard (Dublin Crossing 3 story towns 5862 Silver Place Dublin, CA 94568 Ivy Brookfield Boulevard (Dublin Crossing SFD - 4 Pack Courts 5862 Silver Place Dublin, CA 94568 Average Plan 1 Plan 2 Plan 3 Average Plan 1 Plan 2 60 22 22 16 49 17 18 14 8.2 62 12 6.0 31 7 31 5 3 4 4 2.5 3.5 3.5 3 3 3 4 3.5 2+ 5 5 2+ 2,028 1,804 2,178 2,129 2,614 2,565 2,663 $1,180,623 $1,154,990 $1,229,990 $1,147,990 $1,532,490 $1,524,990 $1,539,990 $581 $640 $565 $539 $586 $595 $578 $0 $0 $0 $0 $0 $0 $0 $1,177,657 $1,154,990 $1,229,990 $1,147,990 $1,532,490 $1,524,990 $1,539,990 $10,000 $10,000 $10,000 $10,000 $25,000 $25,000 $25,000 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $1,187,657 $1,164,990 $1,239,990 $1,157,990 $1,557,490 $1,549,990 $1,564,990 $950,125 $931,992 $991,992 $926,392 $1,245,992 $1,239,992 $1,251,992 $5,100 $5,003 $5,325 $4,973 $6,689 $6,657 $6,721 $500 $500 $500 $500 $330 $330 $330 1.80% 1.80% 1.80% 1.80% 1.80% 1.80% 1.80% $7,382 $7,251 $7,685 $7,210 $9,355 $9,312 $9,398 Avalon Lennar Boulevard (Dublin Crossing Carriage Row Towns 5699 lronhorse Parkway Dublin, CA 94568 Average Plan 1 Plan 2 Plan 3 90 4 36 2 36 0 18 2 2.0 3 4 4 2.5 3.5 3.5 3 3 3 2,068 1,493 2,254 2,456 $1,128,880 $951,880 $1,179,880 $1,254,880 $546 $638 $523 $511 $0 $0 $0 $0 $1,128,880 $951,880 $1,179,880 $1,254,880 $0 $0 $0 $0 0.0% 0.0% 0.0% 0.0% $1,128,880 $951,880 $1,179,880 $1,254,880 $903,104 $761,504 $943,904 $1,003,904 $4,740 $4,088 $5,067 $5,389 $322 $322 $322 $322 1.80% 1.80% 1.80% 1.80% $6,863 $5,838 $7,159 $7,593 Lombard Lennar Boulevard (Dublin Crossing SFD Average Plan 1 100 59 3.8 9 9 4 3 3 2,583 2,384 $1,659,220 $1,613,880 $642 $10,000 $677 $10,000 $1,649,220 $1,603,880 $20,000 1.8% $1,699,039 $20,000 1.9% $1,653,694 $1,359,231 $1,322,955 $7,297 $140 1.80% $7,102 $140 1.80% $9,985 $9,722 6106 Romeo Street Plan 2 46 23 4 4 3 2,466 $1,633,880 $663 $10,000 $1,623,880 $20,000 1.8% $1,673,696 $1,338,957 $7,188 $140 1.80% $9,838 Dublin, CA 94568 Melrose Brookfield Boulevard (Dublin Crossing SFD 5862 Silver Place Dublin, CA 94568 Plan 3 Plan 4 Average Plan 1X Plan 2 Plan 5 22 13 23 14 75 57 3.4 14 12 12 9 6 5 5 4 5 4 4 3 4 2.5 2.5 3.5 3 3 3 2+ 3 2,700 2,785 2,633 2,681 2,376 3,049 $1,679,880 $1,707,880 $1,595,323 $1,530,990 $1,527,990 $1,732,990 $622 $10,000 $613 $10,000 $606 $571 $643 $568 $0 $0 $0 $0 $1,669,880 $1,697,880 $1,595,323 $1,530,990 $1,527,990 $1,732,990 $20,000 1.8% $1,719,701 $20,000 1.8% $1,747,704 $7,500 $7,500 $7,500 $7,500 0.0% 0.0% 0.0% 0.0% $1,602,823 $1,538,490 $1,535,490 $1,740,490 $1,375,761 $1,398,163 $1,282,259 $1,230,792 $1,228,392 $1,392,392 $7,385 $140 1.80% $7,506 $140 1.80% $6,883 $6,607 $6,594 $7,475 $322 $322 $322 $322 1.80% 1.80% 1.80% 1.80% $10,105 $10,267 $9,610 $9,237 $9,220 $10,407 Plan 1 12 12 3 3.5 2 2,094 $1,414,990 $676 $0 $1,414,990 $7,500 0.0% $1,422,490 $1,137,992 $6,109 $322 1.80% $8,565 Plan 3 Plan 4 20 9 11 10 4 3.5 2 4 3.5 2 2,589 3,009 $1,614,990 $624 $1,749,990 $582 $0 $0 $1,614,990 $1,749,990 $7,500 0.0% $7,500 0.0% $1,622,490 $1,757,490 $1,297,992 $1,405,992 $6,968 $322 1.80% $7,548 $322 1.80% $9,724 $10,506 Page 1 of 2 City of Dublin 1 Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 4 689 • RCL REAL ESTATE CONSULTING Exhibit 1-6 Summary of Selected Comparable New Home Communities Dublin, CA September 2023 MAP COMMUNITY/ KEY ADDRESS BUILDER HOMES SOLD/ SALES FLOORPLAN TOTAL UC PACE/ MO. BEDS BATHS STORIES HOME SIZE (SF) BASE PRICE BASE $ISF PRICING NET BASE OPTIONS PREM. TOTAL AVG. MORTGAGE AMT MORTGAGE PMT HOA TAX RATE TOTAL PMT 1 Venice Lennar Boulevard (Dublin Crossing Attached Duets Average Plan 1 91 78 5.2 31 27 3 3.5 3 2,375 2,106 $1,322,594 $557 $1,251,880 $594 $0 $0 $1,322,594 $1,251,880 $0 $0 0.0% 0.0% $1,322,594 $1,251,880 $1,058,075 $1,001,504 $5,680 $158 1.80% $5,376 $158 1.80% $7,822 $7,412 6005 Marble Street Plan 2 33 28 4 3.5 3 2,302 $1,320,880 $574 $0 $1,320,880 $0 0.0% $1,320,880 $1,056,704 $5,673 $158 1.80% $7,812 2 Dublin, CA 94568 Grove Twin Oaks Toll Brothers Townhome Plan 3 Average Boxelder 27 23 122 64 2.9 30 4 4.5 3 2 2.5 3 2,773 1,471 1,354 $1,405,880 $507 $1,177,495 $801 $979,995 $724 $0 $0 $0 $1,405,880 $1,177,495 $979,995 $0 0.0% $1,405,880 $0 0.0% $1,177,495 $0 0.0% $979,995 $1,124,704 $941,996 $783,996 $6,038 $158 1.80% $5,057 $210 1.25% $4,209 $210 1.25% $8,304 $6,493 $5,439 200 Mateo Miller Circle Madalena 30 3 3.5 3 1,839 $1,199,995 $653 $0 $1,199,995 $0 0.0% $1,199,995 $959,996 $5,153 $210 1.25% $6,613 San Ramon, CA Hickory 12 4 3 3 1,711 $1,229,995 $719 $0 $1,229,995 $0 0.0% $1,229,995 $983,996 $5,282 $210 1.25% $6,773 Pampas 31 4 3.5 3 2,036 $1,299,995 $639 $0 $1,299,995 $0 0.0% $1,299,995 $1,039,996 $5,583 $210 1.25% $7,147 4 lb4 Arbor Twin Oaks 200 Mateo Miller Circle San Ramon, CA Hillcrest The Preserve 70101 Via Vicenza Toll Brothers SFD Lennar Townhome Sable 1 Sable 2 Victoria 1 Victoria 2 40 30 1.6 10 10 10 10 Average 104 100 2.7 Plan 1 X Plan 2X 4 4 4 4 3.5 3.5 4 4 3 3 3 3 3 3.5 3 4 3 3 2,838 2,846 2,860 2,813 2,833 2,228 1,822 2,134 $1,888,495 $1,852,995 $1,868,995 $1,904,995 $1,926,995 $1,222,880 $1,060,880 $1,174,880 $665 $651 $653 $677 $680 $552 $582 $551 $0 $0 $0 $0 $0 $50,000 $50,000 $50,000 $1,888,495 $1,852,995 $1,868,995 $1,904,995 $1,926,995 $1,172,880 $1,010,880 $1,124,880 $59,465 $61,240 $60,440 $58,640 $57,540 $39,042 $42,282 $40,002 5.0% 5.0% 5.0% 5.0% 5.0% 2.0% 2.0% 2.0% $2,042,385 $2,006,885 $2,022,885 $2,058,885 $2,080,885 $1,235,380 $1,073,380 $1,187,380 $1,633,908 $1,605,508 $1,618,308 $1,647,108 $1,664,708 $988,304 $858,704 $949,904 $8,771 $8,619 $8,687 $8,842 $8,937 $5,305 $4,610 $5,099 $450 $450 $450 1.25% 1.25% 1.25% 1.25% 1.25% 1.33% 1.37% 1.34% $11,013 $10,823 $10,909 $11,101 $11,218 $7,125 $6,283 $6,875 San Ramon, CA 94583 Plan 3 4 3.5 3 2,269 $1,286,880 $567 $50,000 $1,236,880 $37,762 2.0% $1,299,380 $1,039,504 $5,580 $450 1.32% $7,458 The Towns SummerHill Homes City Village Townhome Plan 4 Average 136 0 Town Plan 4 0.0 4 3.5 3 4 3.5 2 2,687 $1,368,880 $509 $50,000 1,943 2,250 $1,193,750 $614 $1,325,000 $589 $0 $0 $1,318,880 $1,193,750 $1,325,000 $36,122 2.0% $1,381,380 $0 0.0% $1,193,750 $0 0% $1,325,000 $1,105,104 $955,000 $1,060,000 $5,932 $450 1.30% $5,127 $200 1.250% $5,690 $200 1.250% $7,884 $6,570 $7,271 2400 Camino Ramon Town Plan 3/3x 4 3.5 2 1,988 $1,200,000 $604 $0 $1,200,000 $0 0% $1,200,000 $960,000 $5,153 $200 1.250% $6,604 San Ramon, CA 94583 The Courts SummerHill Homes City Village SFD 2400 Camino Ramon San Ramon, CA 94583 Town Plan 2 Town Plan 1 Average 154 0 Court Plan 4 Court Plan 3X Court Plan 3 Court Plan 2 Court Plan 1 0.0 3 3.5 2 3 3.5 2 4 4 3 3 4 3.5 3.5 3.5 2.5 3.5 2 2 2 2 2 1,817 1,716 2,516 3,083 2,714 2,710 2,235 2,176 $1,150,000 $633 $1,100,000 $641 $1,766,667 $1,975,000 $1,850,000 $1,850,000 $1,675,000 $1,625,000 $708 $641 $682 $683 $749 $747 $0 $0 $0 $0 $0 $0 $0 $0 $1,150,000 $1,100,000 $1,766,667 $1,975,000 $1,850,000 $1,850,000 $1,675,000 $1,625,000 $0 0% $1,150,000 $0 0% $1,100,000 $0 $0 $0 $0 $0 $0 0.0% 0% 0% 0% 0% 0% $1,766,667 $1,975,000 $1,850,000 $1,850,000 $1,675,000 $1,625,000 $920,000 $880,000 $1,413,333 $1,580,000 $1,480,000 $1,480,000 $1,340,000 $1,300,000 $4,939 $200 1.250% $4,724 $200 1.250% $7,587 $8,482 $7,945 $7,945 $7,193 $6,979 $200 $200 $200 $200 $200 $200 1.25% 1.250% 1.250% 1.250% 1.250% 1.250% $6,337 $6,070 $9,628 $10,739 $10,072 $10,072 $9,138 $8,872 Court Plan 1X 4 3.5 2 2,176 $1,625,000 $747 $0 $1,625,000 $0 0% $1,625,000 $1,300,000 $6,979 $200 1.250% $8,872 Diamond Canyon Toll Brothers Standalone SFD 1189 Lund Ranch Rd Pleasanton, CA 94566 Average Fortuna Regent Dresden 43 27 1.3 5 5 5 5.5 5.5 5.5 2 2 2 SOURCE: Google; New Home Source; Individual Community Websites; Sales Agent Interview; RCLCO 4,320 4,035 4,327 4,598 $3,814,995 $3,494,995 $3,924,995 $4,024,995 $883 $866 $907 $875 $0 $0 $0 $0 $3,814,995 $3,494,995 $3,924,995 $4,024,995 $109,250 $125,250 $103,750 $98,750 5.0% 5.0% 5.0% 5.0% $4,114,995 $3,794,995 $4,224,995 $4,324,995 $3,291,996 $3,035,996 $3,379,996 $3,459,996 $17,672 $16,298 $18,145 $18,574 $225 $225 $225 $225 $21,770 $20,097 $22,345 $22,869 City of Dublin 1 Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Page 2 of 2 R1-11558.09 1 October 6, 2023 4; 690 EXHIBITS RCLC v REAL ESTATE CONSULTING Exhibit 1-7 Planned and Proposed Residential Projects Dublin, CA September 2023 PROJECT/ LOCATION TOTAL DEVELOPER MARKET RATE STATUS DESCRIPTION Branaugh Property BEX Development SCS Development The Dublin Centre "The DC" (SCS Dublin) Company; Landsea Homes Dublin Fallon 580 Righetti Property East Ranch Property (Formerly Croak Property) GH PacVest, LLC Milton Righetti Trumark Homes 97 650 Received city council approval on March 7, 2023 Received city's approval at the end of 2022; Landsea Homes is under contract to purchase the residential portion of Dublin Centre 240 Application under review 96 Application under review As of June 2023, Trumark Homes has requested to form Community Facilities 573 Districts (CFDs) to finance the maintenance of and construction of public improvements within the East Ranch development project. SOURCE: City of Dublin Planning Department; Buzz Buzz Home; Community Websites; RCLCO The property owner has requested approval of amendment to the existing development plan. The proposed project would establish zoning regulations and development standard for future development of up to 97 single-family detached homes and approximately 527,773 square feet of industrial uses. A mixed -use development consisting of 265,000 square feet of commercial space and 650 residential units of various types of housing The overall project purpose is to construct a mixed -use development within the Tri-Valley area that results in the development of approximately 1.5 million square feet of general commercial/campus office floor space and 240 medium high density residential dwelling units The application submitted in April 2021 proposes to subdivide the Righetti property into four parcels which includes a 10-acre residential parcel for 96 housing units 573-unit residential project within six neighborhoods, two neighborhood parks 11.5 acres, and a two -acre Semi -Public Site. The proposed development includes seven home programs, ranging from three to ten units per acre, and designed with four architecture styles: Traditional Farmhouse, Modern Farmhouse, California Revival, and Contemporary, as shown in the project plans. City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 4; 691 w • RGLO r'1 v REAL ESTATE CONSULTING II. DEMOGRAPHIC AND PERMIT TRENDS City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 4,692 EXHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit 11-1 Map of Primary Market Area Dublin city, Pleasanton city, Livermore city, San Ramon city, Danville town, Alameda County, Contra Costa County, and California September 2023 M.oraga Dan Ile Leis Tram. Rego nal W'ilderne s s�p7,A ,' Ca tro As and Valley kc • nao Clierryland •; • Hayward © SUBJECT SITE ?38-tea' rd B r4'j Gann Regional Park r'%44P:., .. ,V Diablo Wigan Territory Regional Preserve Note: Primary Market Area includes the following locations: Dublin, Pleasanton, Livermore, San Ramon, and Danville, CA Source: Esri; RCLCO Reg Tonal Park Vasco Hill sivd- rala Rh Byron ',Tema! Pools A.I:Jmnn1+:, aS° City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 Lk 693 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit 11-2 Comparative Socioeconomic Characteristics Dublin city, Pleasanton city, Livermore city, San Ramon city, Danville town, Alameda County, Contra Costa County, and California 2010-2028 CHARACTERISTIC DUBLIN CITY PLEASANTON CITY CONTRA COSTA LIVERMORE CITY SAN RAMON CITY DANVILLE TOWN ALAMEDA COUNTY COUNTY CALIFORNIA 2010 2020 2023 2028 Growth Rate (2010-2020) Growth Rate (2020-2023) Growth Rate (2023-2028) Per Capita Income (2023) 46,036 70,285 80,968 72,148 42,039 1,510,271 72,885 80,004 88,066 86,586 43,630 1,685,164 74,337 79,795 87,549 88,992 43,553 1,687,539 75,521 80,745 87,989 91,325 43,535 1,697,701 1,049,025 1,167,789 1,180,881 1,193,584 37,253,956 39,564,473 39,877,642 40,140,276 4.7% 1.3% 0.8% 1.8% 0.4% 1.1% 1.1% 0.6% 0.7% -0.1% -0.2% 0.9% -0.1% 0.0% 0.4% 0.3% 0.3% 0.2% 0.1% 0.5% 0.0% 0.1% 0.2% 0.1% $69,767 $81,548 $67,952 $76,202 $91,672 $58,982 $58,428 $45,201 2010 2020 2023 2028 14,913 25,245 29,134 25,284 15,420 545,138 375,364 12,577,498 23,599 28,564 31,632 29,111 15,643 592,420 407,547 13,486,305 24,127 28,554 31,511 29,807 15,705 595,862 412,436 13,648,502 24,656 28,992 31,865 30,478 15,686 603,003 416,384 13,819,199 Growth Rate (2010-2020) 4.7% 1.2% 0.8% 1.4% 0.1% 0.8% 0.8% Growth Rate (2020-2023) 0.7% 0.0% -0.1% 0.8% 0.1% 0.2% 0.4% Growth Rate (2023-2028) 0.4% 0.3% 0.2% 0.4% 0.0% 0.2% 0.2% Average Household Size (2023) 3.08 2.79 2.78 2.99 2.77 2.83 2.86 Average Household Income (2023) $214,802 $227,843 $188,751 $227,505 $254,206 $166,447 $167,205 HOUSEHOLDS AGE DISTRIBUTION (2023) Under 35 17.1% 12.4% 14.7% 15.3% 6.8% 18.6% 15.3% 35-54 50.8% 38.6% 38.5% 48.2% 34.6% 38.1% 36.4% Over 55 32.1% 49.0% 46.8% 36.6% 58.6% 43.3% 48.3% HOUSEHOLDS INCOME DISTRIBUTION (2023) Under $100,000 $100,000-$149,999 Over $150,000 23.8% 26.5% 32.7% 23.3% 23.5% 43.2% 42.0% 17.5% 13.7% 17.1% 14.1% 13.6% 16.7% 18.5% 58.7% 59.8% 50.2% 62.6% 62.9% 40.1% 39.6% HOUSEHOLD OWNER PROPENSITY Owner Propensity (2023) 65.8% 66.9% 72.9% 71.2% 83.3% 53.4% 66.2% Owner Propensity (2028) 64.9% 67.0% 72.8% 72.1% 83.9% 53.3% 66.6% Owner Propensity of Growth (2023-2028) 23.3% 71.7% 66.7% 111.8% -378.9% 44.7% 116.8% Owner Growth Rate (2023-2028) NOTE: Primary Market Area is defined in Exhibit 11-1. Source: Esri; RCLCO 0.2% 0.3% 0.2% 0.7% 0.1% 0.2% 0.3% 0.7% 0.4% 0.2% 2.92 $131,660 19.3% 36.3% 44.4% 54.4% 18.1% 27.5% 44.3% 43.9% 10.1% 0.1% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 1 4) 694 EXHIBITS RCLC v REAL ESTATE CONSULTING Exhibit 11-3 Map of Primary Market Area Dublin city, Pleasanton city, Livermore city, San Ramon city, Danville town, Alameda County, Contra Costa County, and California September 2023 © SUBJECT SITE Source: Esri; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 4' 695 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Exhibit II-4A Household Distribution by Income Dublin city, Pleasanton city, Livermore city, San Ramon city, Danville town, Alameda County, Contra Costa County, and California 2023 e •e e e e�N • N N M_M eC vj N MNc � N ikt e e W Mt. e t0� e er Mc M M MGM e N V e e N e OO D co e e ppe M N 1� 1� r M e N <$15,000 $15,000-$24,999 $25,000-$34,999 $35,000-$49,999 $50,000-$74,999 $75,000-$99,999 $100,000-$149,999 $150,000-$199,999 • Dublin city • Pleasanton city • Livermore city • San Ramon city • Danville town • Alameda County • Contra Costa County • California Source: Esri; RCLCO RCLCO REAL ESTATE CONSULTING $200,000+ City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 14, 696 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4C Households by Age and Income Pleasanton city 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Lessthan$15,000 67 15% 152 5% 187 4% 153 2% 221 3% 206 5% 218 7% 1,204 4% $15,000 - $24,999 33 7% 77 2% 78 2% 57 1% 130 2% 117 3% 283 9% 775 3% $25,000 - $34,999 32 7% 90 3% 93 2% 54 1% 103 2% 103 2% 195 7% 670 2% $35,000 - $49,999 32 7% 83 3% 104 2% 73 1% 114 2% 205 5% 442 15% 1,053 4% $50,000 - $74,999 54 12% 183 6% 184 4% 130 2% 169 3% 630 14% 457 15% 1,807 6% $75,000 - $99,999 58 13% 304 10% 330 7% 289 5% 277 4% 486 11% 322 11% 2,066 7% $100,000 - $149,999 73 17% 646 21% 690 15% 691 11% 672 10% 758 17% 380 13% 3,910 14% $150,000 - $199,999 41 9% 571 18% 867 19% 998 16% 927 14% 489 11% 248 8% 4,141 15% $200,000 and above 51 12% 995 32% 2,142 46% 3,892 61% 4,000 60% 1,413 32% 435 15% 12,928 45% Percent of Total 2% 11% 16% 22% 23% 15% 10% 100% Distribution of Households by Income 14% 15% 45% '--ujill' Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO 2% 11% 1 Distribution of Householders by Age 16% 22% 23% 15% 10% 1 Under 25 25-34 35-44 45-54 55-64 65-74 75 and over Age of Householder City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 14S 697 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4B Households by Age and Income Dublin city 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Lessthan$15,000 73 12% 144 4% 194 3% 179 3% 166 4% 108 5% 95 7% 959 4% $15,000 - $24,999 24 4% 42 1% 49 1% 39 1% 68 2% 52 2% 69 5% 343 1% $25,000 - $34,999 19 3% 57 2% 61 1% 35 1% 43 1% 41 2% 72 5% 328 1% $35,000 - $49,999 50 8% 108 3% 135 2% 102 2% 112 3% 143 6% 256 19% 906 4% $50,000 - $74,999 92 15% 200 6% 212 3% 137 2% 159 4% 394 17% 258 20% 1,452 6% $75,000 - $99,999 90 15% 345 10% 423 7% 295 5% 251 6% 228 10% 131 10% 1,763 7% $100,000 - $149,999 116 19% 804 23% 1,019 16% 921 16% 687 17% 505 22% 164 12% 4,216 17% $150,000 - $199,999 57 9% 526 15% 962 15% 909 16% 583 14% 225 10% 92 7% 3,354 14% $200,000 and above 88 14% 1,289 37% 3,401 53% 3,177 55% 2,021 49% 650 28% 180 14% 10,806 45% Percent of Total 3% 15% 27% 24% 17% 10% 5% 100% Distribution of Households by Income 17% 45% 14% i--uiiIiI Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO Distribution of Householders by Age 27% 15% 24% 17% 10% .111111 Under 25 25-34 35-44 45-54 55-64 65-74 75 and over Age of Householder City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 151698 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4D Households by Age and Income Livermore city 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Less than $15,000 71 12% 125 3% 126 2% 124 2% 215 3% 203 4% 207 6% 1,071 3% $15,000 - $24,999 36 6% 83 2% 88 2% 84 1% 158 2% 141 3% 235 7% 825 3% $25,000 - $34,999 29 5% 90 2% 71 1% 81 1% 143 2% 151 3% 310 10% 875 3% $35,000 - $49,999 71 12% 201 5% 191 3% 142 2% 178 3% 236 5% 470 15% 1,489 5% $50,000 - $74,999 119 20% 415 10% 394 7% 363 6% 467 7% 938 20% 574 18% 3,270 10% $75,000 - $99,999 85 14% 496 12% 481 8% 378 6% 458 7% 498 11% 366 11% 2,762 9% $100,000 - $149,999 87 15% 873 22% 1,034 18% 977 15% 1,121 16% 956 21% 355 11% 5,403 17% $150,000 - $199,999 43 7% 674 17% 1,093 19% 1,237 19% 1,196 17% 466 10% 260 8% 4,969 16% $200,000 and above 50 8% 1,094 27% 2,292 40% 2,969 47% 2,954 43% 1,063 23% 424 13% 10,846 34% Percent of Total 2% 13% 18% 20% 22% 15% 10% 100% Distribution of Households by Income 17% 34% 16% uIIiuiIiIII Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO 2% ■ 13% Distribution of Householders by Age 18% 20 22% 15% 10% 1 Under 25 25-34 35-44 45-54 55-64 65-74 75 and over Age of Householder City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 1 5' 699 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4E Households by Age and Income San Ramon city 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Lessthan$15,000 128 19% 222 6% 248 3% 208 3% 227 4% 228 6% 181 10% 1,442 5% $15,000 - $24,999 31 5% 53 1% 61 1% 50 1% 83 2% 59 2% 77 4% 414 1% $25,000 - $34,999 22 3% 45 1% 52 1% 42 1% 64 1% 89 3% 149 8% 463 2% $35,000 - $49,999 63 10% 140 4% 171 2% 73 1% 79 1% 163 5% 261 14% 950 3% $50,000 - $74,999 122 19% 277 7% 273 4% 150 2% 137 3% 426 12% 303 16% 1,688 6% $75,000 - $99,999 88 13% 385 10% 466 6% 254 4% 207 4% 383 11% 214 11% 1,997 7% $100,000 - $149,999 82 12% 783 20% 981 13% 675 10% 652 12% 786 22% 248 13% 4,207 14% $150,000 - $199,999 53 8% 646 17% 1,213 16% 1,167 17% 867 16% 359 10% 140 7% 4,445 15% $200,000andabove 70 11% 1,340 34% 4,190 55% 4,081 61% 3,148 58% 1,051 30% 321 17% 14,201 48% Percent of Total 2% 13% 26% 22% 18% 12% 6% 100% Distribution of Households by Income 14% 15% 48% 5% 6% 7% ■ . ■ ■ 1% 2% Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO 2% ■ 13% 1 Distribution of Householders by Age 26% 22 18% Under 25 25-34 35-44 45-54 55-64 Age of Householder 12% 1 6% 65-74 75 and over City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15; 700 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4F Households by Age and Income Danville town 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Lessthan$15,000 24 24% 38 4% 37 2% 75 2% 156 4% 184 6% 192 9% 706 4% $15,000 - $24,999 7 7% 11 1% 15 1% 44 1% 96 2% 61 2% 120 6% 354 2% $25,000 - $34,999 0 0% 14 1% 14 1% 22 1% 57 1% 75 2% 187 9% 369 2% $35,000 - $49,999 11 11% 22 2% 34 2% 31 1% 49 1% 123 4% 252 12% 522 3% $50,000 - $74,999 5 5% 24 2% 23 1% 34 1% 42 1% 272 8% 347 17% 747 5% $75,000 - $99,999 14 14% 63 6% 89 4% 52 2% 115 3% 385 12% 274 13% 992 6% $100,000 - $149,999 19 19% 210 22% 307 14% 272 9% 396 10% 678 21% 257 12% 2,139 14% $150,000 - $199,999 7 7% 159 16% 353 16% 463 15% 536 14% 328 10% 93 4% 1,939 12% $200,000andabove 11 11% 433 44% 1,385 61% 2,187 69% 2,461 63% 1,100 34% 360 17% 7,937 51% Percent of Total 1% 6% 14% 20% 25% 20% 13% 100% Distribution of Households by Income 14% 4% u 5% 6% z� • 12% 1 51% Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO Under 25 Distribution of Householders by Age 20% 14% 25% 25-34 35-44 45-54 55-64 Age of Householder 20% 65-74 13% 75 and over City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15; 701 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4G Households by Age and Income Alameda County 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Less than $15,000 4,658 21% 5,499 6% 5,291 5% 4,397 4% 6,880 6% 7,820 9% 8,092 13% 42,638 7% $15,000 - $24,999 2,018 9% 3,098 3% 3,052 3% 2,263 2% 4,656 4% 4,772 5% 6,123 10% 25,982 4% $25,000 - $34,999 1,799 8% 3,822 4% 3,258 3% 2,519 2% 3,441 3% 4,342 5% 5,733 9% 24,914 4% $35,000 - $49,999 2,315 11% 5,239 6% 6,056 5% 4,131 4% 4,982 5% 6,375 7% 8,434 14% 37,533 6% $50,000 - $74,999 3,599 17% 10,259 12% 10,466 9% 8,675 8% 9,438 9% 14,335 16% 8,600 14% 65,373 11% $75,000 - $99,999 2,559 12% 11,595 13% 12,477 11% 10,003 9% 9,739 9% 9,164 10% 5,302 9% 60,840 10% $100,000 - $149,999 2,677 12% 18,949 21% 20,277 17% 18,668 17% 17,455 16% 14,822 17% 6,621 11% 99,470 17% $150,000 - $199,999 1,069 5% 12,352 14% 17,491 15% 16,704 15% 14,611 13% 8,118 9% 4,837 8% 75,183 13% $200,000 and above 1,057 5% 18,226 20% 38,558 33% 43,019 39% 38,666 35% 17,640 20% 6,764 11% 163,929 28% Percent of Total 7% 4% 15% 20% 19% 18% 15% 10% 100% Distribution of Households by Income 6% iil 11% 10% i 17% 13% 1 28% Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Income Range Source: Esri; RCLCO 4% Under 25 15% Distribution of Householders by Age 20% 19% 18% 25-34 35-44 45-54 55-64 Age of Householder 15% 10% 1 65-74 75 and over City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15, 702 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-4H Households by Age and Income Contra Costa County 2023 UNDER 25 25-34 35-44 45-54 55-64 65-74 75+ TOTAL INCOME RANGE TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT TOTAL PCT Lessthan$15,000 1,700 18% 3,198 6% 3,083 4% 2,807 4% 4,619 6% 4,989 7% 5,043 10% 25,439 6% $15,000 - $24,999 689 7% 1,472 3% 1,415 2% 1,217 2% 2,526 3% 3,073 4% 4,135 9% 14,527 4% $25,000 - $34,999 700 7% 2,221 4% 1,971 3% 1,824 2% 2,451 3% 3,465 5% 5,106 11% 17,738 4% $35,000 - $49,999 1,135 12% 3,331 6% 3,856 5% 2,855 4% 3,601 4% 5,358 8% 7,060 15% 27,196 7% $50,000 - $74,999 1,713 18% 6,360 12% 6,589 9% 6,053 8% 6,982 9% 10,380 15% 7,310 15% 45,387 11% $75,000 - $99,999 1,316 14% 7,034 13% 7,770 10% 6,657 9% 7,084 9% 8,024 12% 4,933 10% 42,818 10% $100,000 - $149,999 1,329 14% 12,488 23% 14,514 20% 14,176 19% 14,700 18% 13,228 19% 5,739 12% 76,174 18% $150,000 - $199,999 536 6% 7,981 15% 12,791 17% 13,152 17% 12,492 15% 7,010 10% 3,537 7% 57,499 14% $200,000 and above 358 4% 9,414 18% 22,359 30% 27,037 36% 27,564 34% 13,485 20% 5,440 11% 105,657 26% TOTAL 9,476 100% 53,499 100% 74,348 100% 75,778 100% 82,019 100% 69,012 100% 48,303 100% 412,436 1Qa Percent of Total 2% 13% 18% 18% 20% 17% 12% 100% Distribution of Households by Income 11% 10% 6% 7% 4% 4% 18% 14% 1 26% Less than $15,000- $25,000- $35,000- $50,000- $75,000- $100,000- $150,000- $200,000 $15,000 $24,999 $34,999 $49,999 $74,999 $99,999 $149,999 $199,999 and above Under 25 25-34 35-44 45-54 55-64 65-74 75 and over Income Range Age of Householder 2% 13% Distribution of Householders by Age 18% 18% 20% 17% 12% Source: Esri; RCLCO ■ City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 1 5l703 —% Multifamily 100%100% 0% 0% 0% 1 0% 164% 8% 189%116% 13% 77% 39% 72% 72% 82% 82% 68% 1 % Note: Data for 2023 is preliminary and annualized. Source: HUD EXHIBITS RGLOO REAL ESTATE CONSULTING 1,400 1,200 ,.""‘ 1,000 Exhibit II-5A Residential Permitting Activity Dublin California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL % MULTIFAMILY 1990-1999 2000-2009 2010-2022 119 246 460 130 394 248 265 249 639 708 531 52% 62% 35% 120% 100% All 80% 800 ' 1 , 60% .E a ::: I — ::: J 200 ��T.l. 0% 0 M [11111111 20% 19901991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Multifamily 66 69 0 0 0 0 115 36 901 109 114 515 243 552 845 804 761 80 2 19 116 543 328 16 279 379 5 231 171 96 350 669 43 347 Single -Family 0 0 35 1 0 4 64 405 109 575 753 154 376 214 327 171 163 38 139 122 228 276 756 665 816 529 606 966 615 145 146 101 127 232 13% 34% 66% 30% 2% 25% 42% 1% 19% 22% 40% 71% 87% 25% 60% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15(704 EXHIBITS RGLOO REAL ESTATE CONSULTING 1,200 1,000 800 600 tv a 400 200 Exhibit II-5B Residential Permitting Activity Pleasanton California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL MULTIFAMILY 1990-1999 2000-2009 2010-2022 363 175 75 66 26 224 121 429 200 299 348 0 II 1 111 I.._.. 19901991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 201120121201312014'20151201612017120181201912020 2021202 20223 Multifamily 0 21 0 20 48 0 40 108 125 300 0 100 0 0 108 0 41 5 3 0 0 0 293 727 255 958 259 92 54 78 47 76 78 114 Single -Family 96 107 371 322 489 412 512 702 389 227 368 189 259 253 237 210 136 47 32 14 42 41 89 180 78 94 72 48 42 71 72 77 63 69 15% 13% 75% —% Multifamily 0% 116% 0% 6% 9% 10% 7% 13% 24% 57% 0% 35% 0% 0% 31% 0% 23% 10% 9% 0% 0% 0% 77% 80% 77% 91% 78% 66% 56% 52% 39% 50% 55% 62% Note: Data for 2023 is preliminary and annualized. Source: HUD 100% 80% 60% 40% 20% 0% -20% v 3 • City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15. 705 EXHIBITS RGLOO REAL ESTATE CONSULTING 1,200 1,000 800 600 a 400 Exhibit II-5C Residential Permitting Activity Livermore California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL MULTIFAMILY 1990-1999 2000-2009 2010-2022 434 274 125 301 40 96 60 65 474 370 185 367 8% 26% 33% Po� IIIIIuIIIIIIIuIu;.i 0 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 '2012 2013 2014'201512016'201712018'2019 2020 2021 2022 2023 N- Multifamily 18 2 0 49 66 0 0 151 44 70 55 17 259 107 226 182 44 49 8 16 17 38 114 64 15 86 69 82 193 49 43 0 13 0 Single -Family 254 176 317 301 414 549 548 829 632 316 456 386 529 324 327 258 163 142 62 93 78 60 102 112 71 334 261 308 124 53 56 36 25 5 —% Multifamily 7% 1% 0% 14% 14% 0% 0% 15%1 7% 18% 11% 4% 33% 25% 41% 41% 21% 26% 11% 15% 18% 39%153%136%l17% 20% 21% 21% 61% 48% 43% 0% 34% 0% Note: Data for 2023 is preliminary and annualized. Source: HUD 70% 60% 50% 40% 30% 20% 10% 0% -10% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15Q 706 EXHIBITS RGLOO REAL ESTATE CONSULTING 500 450 400 350 300 250 a 200 150 100 50 0 Exhibit II-5D Residential Permitting Activity San Ramon California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL % MULTIFAMILY 1990-1999 2000-2009 2010-2022 197 47 26 71 4 38 34 ■ 268 27% 51 8% 65 59% 128 26% j 19901991 19921993199419951996199719981999'2000'2001'2002 2003 2004 2005 2006 2007 2008'2009'2010'2011'2012'2013'2014'2015'2016'2017 2018 2019 2020 2021 2022 2023 Multifamily 0 44 206 131 39 85 0 0 114 95 0 0 0 39 0 0 0 0 0 0 0 0 0 28 48 53 27 33 0 20 40 67 183 237 Single -Family 0 97 161 178 281 370 289 370 120 104 241 80 14 0 0 33 27 76 1 0 0 0 3 0 0 7 2 2 160 74 30 22 40 20 —% Multifamily 0% 31 % 56% 42% 12% 19% 0% 0% 49% 48% 0% 0% 0%100% 0% 0% 0% 1 0% 0% 0% 0% 0% 0% 100%100%88% 93% 94% 0% 21% 57% 75% 82% 92% Note: Data for 2023 is preliminary and annualized. Source: HUD 120% 100% 80% 60% 40% 20% 0% -20% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 15S 707 EXHIBITS RGLOO REAL ESTATE CONSULTING 400 350 300 250 200 a 150 100 50 0 1 Exhibit II-5E Residential Permitting Activity Danville California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL % MULTIFAMILY 1990-1999 2000-2009 2010-2022 53 0 0 20 4 0 0 2 57 8% 0 0% 0 0% 2 19901991 1f.92 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Multifamily 19 24 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Single -Family 360 168 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 —% Multifamily 5% 13%I 0% 0% 0% 0% 1 0% 10% 0% 0% 0% 0% 0% 10% 0% 0% 0% 1 0% 1 0% 0% 0% 0% 0% 0% 1 0% 10% 0% 0% 0% 0% 10% 0% 0% 0% Note: Data for 2023 is preliminary and annualized. Source: HUD 14% 12% 10% 8% 6% 4% 2% 0% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 161708 EXHIBITS RGLOO REAL ESTATE CONSULTING 10,000 9,000 8,000 7,000 6,000 5,000 tv a 4,000 3,000 2,000 1,000 0 Exhibit II-5F Residential Permitting Activity Alameda County California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL % MULTIFAMILY 1990-1999 2000-2009 2010-2022 2,703 1,789 1,603 1,164 1,988 3,139 3,867 3,776 4,741 3,642 30% 53% 66% 19901991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Multifamily 1,07 1,50 715 570 836 524 756 2,16 2,03 1,45 983 1,48 1,05 2,33 3,06 2,81 4,64 1,82 1,15 522 848 1,35 1,37 1,69 1,82 3,19 3,29 6,66 6,09 4,43 2,77 3,65 3,60 3,03 Single -Family 1,63 1,31 2,35 1,63 2,20 2,27 2,75 4,11 3,79 4,94 3,07 1,76 2,50 2,13 2,30 1,56 1,63 1,31 780 811 879 820 1,37 1,39 1,61 1,90 2,39 2,59 1,96 1,97 1,3411,36 1,21 1,07 -% Multifamily 40% 53%123% 26% 27% 19% 22% 34%135% 23% 24% 46% 30% 52% 57%164% 74% 58% 60%139%149%162%150% 55%153% 63% 58% 72% 76% 69% 67% 73% 75% 74% Note: Data for 2023 is preliminary and annualized. Source: HUD 80% 70% 60% 50% 40% 30% 20% 10% 0% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 6' 709 EXHIBITS RGLOO REAL ESTATE CONSULTING 8,000 7,000 6,000 5,000 4,000 a 3,000 2,000 1,000 0 Exhibit II-5G Residential Permitting Activity Contra Costa County California 1990-2023 ANNUAL AVERAGE SINGLE-FAMILY MULTIFAMILY TOTAL MULTIFAMILY 1990-1999 2000-2009 2010-2022 3,206 3,651 1,545 633 979 774 737 3,839 4,630 2,320 16% 21% 33% 1 60% 50% ' 40% 19901991 19921993199419951996199719981999 2000 20012002 2003 2004 2005 2006 2007 2008 2009 2010 20112012 2013 2014 2015 2016 2017 2018 2019 2020 20212022 2023 Multifamily 1,14 1,26 614 441 228 312 446 368 998 504 1,29 776 693 1,85 1,24 951 854 947 1,02 159 786 132 883 218 498 538 997 301 1,28 1,13 1,25 1,68 356 1,10 Single -Family 3,13 2,68 3,27 3,01 3,68 3,05 3,07 3,07 3,14 3,90 4,18 4,14 5,07 5,03 4,34 5,51 3,36 2,75 1,02 1,07 890 729 1,26 1,68 1,50 2,07 1,92 1,68 1,62 1,54 1,55 2,21 1,39 1,59 -% Multifamily 27% 32% 16%113% 6% I9% 13% 11% 24% 11% 24% 16% 12% 27%I22% 15% 20% 26%150% 13%I47% 15% 41% 11% 25% 21% 34% 15% 44% 42% 45% 43% 20% 41% Note: Data for 2023 is preliminary and annualized. Source: HUD 30% 3 20% 10% 0% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 16; 710 XHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit II.6A Commute Patterns - Employment Locations of Dublin Residents Dublin 2020 k42, Concord I� Antioch i%oYli� i-to 9 z�v y Oa .•lard Daly City ` $e_'�- �- Leandro an Rarrr 'n 0L it 1 riL San Mateo Redwood City !"4. Hayward I�asar�z i��-�;i 0 Fremont i=1 MountainVi- r �.. iipitas Sunnyy#ale y'fCi Sa�rita Cl'ai•-•a10. Liver mor‘ SOURCE: US Census On the Map; RCLCO COMMUTE DISTANCE OF DUBLIN RESIDENTS COUNT SHARE Total Primary Jobs Less than 10 miles 10 to 24 miles 25 to 50 miles Greater than 50 miles 30,162 100.0% 7,891 26.2% 11,983 39.7% 7,240 24.0% 3,048 10.1% TOP WORK DESTINATIONS COUNT SHARE Top Cities San Francisco city, CA Pleasanton city, CA San Jose city, CA Dublin city, CA Oakland city, CA Livermore city, CA Fremont city, CA San Ramon city, CA Santa Clara city, CA Hayward city, CA All Other Locations 30,162 100.0% 3,077 10.2% 2,984 9.9% 2,183 7.2% 2,005 6.6% 1,324 4.4% 1,312 4.3% 1,307 4.3% 1,306 4.3% 820 2.7% 752 2.5% 13,092 43.4% City of Dublin I Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 16: 711 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-6B Commute Patterns - Employment Locations of Dublin Employees Dublin 2020 Island San Leandro ti[astro Val Hayward Union City Newark Alto Fremont Danville 2,005 Brentwood 28,157 �r.1Lrmore INFLOW/OUTFLOW JOB COUNTS COUNT SHARE Employed in the Selection Area Employed in the Selection Area but Living Outside Employed and Living in the Selection Area Living in the Selection Area Living in the Selection Area but Employed Outside Living and Employed in the Selection Area SOURCE: US Census On the Map; RCLCO 21,249 100.0% 90.6% 2,005 9.4% 30,162 28,157 Mt 2,005 100.0% 93.4% 6.64 San Francisco Q Daly City San Mateo Redwood City zez Concord Hayward sa FlY pFremont Antioch TOP PLACE OF RESIDENCE COUNT SHARE Top Cities Dublin city, CA Livermore city, CA Pleasanton city, CA San Ramon city, CA San Jose city, CA Oakland city, CA Fremont city, CA Hayward city, CA San Francisco city, CA Tracy city, CA All Other Locations 21,249 2,005 1,231 1,008 918 834 773 704 654 478 463 12,181 100.0% 9.4% 5.8% 4.7% 4.3% 3.9% 3.6% 3.3% 3.1 % 2.2% 2.2% 57.3% City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 6,712 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit II-7A Commute Patterns - Employment Locations of Oakland Residents Oakland 2020 San Mateo Redwood City Concord an Ramon Fremont Mountain Vi-� ' T Sunnyvale's il s ..pitas Santa Clera El GO Antioch Livermore SOURCE: US Census On the Map; RCLCO COMMUTE DISTANCE OF OAKLAND RESIDENTS COUNT SHARE Total Primary Jobs Less than 10 miles 10 to 24 miles 25 to 50 miles Greater than 50 miles 174,950 100.0% 93,582 53.5% 50,573 28.9% 13,522 7.7% 17,273 9.9% TOP WORK DESTINATIONS COUNT SHARE Top Cities Oakland city, CA San Francisco city, CA Berkeley city, CA San Leandro city, CA Hayward city, CA Alameda city, CA San Jose city, CA Emeryville city, CA Fremont city, CA South San Francisco city, CA All Other Locations 174,950 100.0% 44,386 25.4% 42,644 24.4% 7,675 4.4% 5,342 3.1% 4,457 2.5% 3,676 2.1% 3,288 1.9% 3,030 1.7% 2,429 1.4% 2,287 1.3% 55,736 31.9% City of Dublin I Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 16! 713 EXHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit II-7B Commute Patterns - Employment Locations of Oakland Employees Oakland 2020 San Frn 145,678 Vallejo Richmond :rkeley Oakf* San Leandro o San MatL, 44,386 Redwood City vc' ffi Concord t31 Antioch enton Fremont Mountain View Milpitas Sunnyvale Santa Clara 130,564 non Livermore Trar v INFLOW/OUTFLOW JOB COUNTS COUNT SHARE Employed in the Selection Area Employed in the Selection Area but Living Outside Employed and Living in the Selection Area Living in the Selection Area Living in the Selection Area but Employed Outside Living and Employed in the Selection Area SOURCE: US Census On the Map; RCLCO 190,064 100.0% 145,678 W76.6% 44,386 23.4% 174,950 100.0% 130,564 74.6% 44,386 25.4°/A Richmb c.1--/ Oak!•- d San Mateo RedwoodCity 'San Ramon easanton n7_"ck Livermore Fremont Mountain VI'e*w Sunnyvaleti ti ilpi Santa Clara .Sant❑ TOP PLACE OF RESIDENCE COUNT SHARE Top Cities Oakland city, CA San Francisco city, CA San Leandro city, CA Berkeley city, CA Alameda city, CA Hayward city, CA Richmond city, CA San Jose city, CA Castro Valley CDP, CA Concord city, CA All Other Locations 190,064 44,386 13,492 7,002 6,064 5,944 5,759 4,459 4,213 3,642 3,021 92,082 100.0% 23.4% 7.1 % 3.7% 3.2% 3.1 % 3.0% 2.3% 2.2% 1.9% 1.6% 48.4% City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 16i 714 RCLC r'1 v REAL ESTATE CONSULTING Exhibit II.8A Commute Patterns - Employment Locations of San Francisco Residents San Francisco 2020 Oalla�d n Leandro Concord n Ramon Antioch L j ® San. Mateo Wayward Pleasanton Livermore Redwood ity l� O.i ,� Fremont SOURCE: US Census On the Map; RCLCO COMMUTE DISTANCE OF SF RESIDENTS COUNT SHARE Total Primary Jobs Less than 10 miles 10 to 24 miles 25 to 50 miles Greater than 50 miles 396,873 100.0% 271,576 68.4% 49,174 12.4% 46,880 11.8% 29,243 7.4% TOP WORK DESTINATIONS COUNT SHARE Top Cities San Francisco city, CA Oakland city, CA South San Francisco city, CA San Jose city, CA Palo Alto city, CA Menlo Park city, CA Mountain View city, CA San Mateo city, CA Redwood City city, CA Los Angeles city, CA All Other Locations 396,873 100.0% 241,410 60.8% 13,492 3.4% 10,417 2.6% 7,247 1.8% 6,692 1.7% 6,138 1.5% 6,091 1.5% 5,338 1.3% 5,084 1.3% 4,584 1.2% 90,380 22.8% City of Dublin I Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 16. 715 EXHIBITS 1 RCLC r'1 v REAL ESTATE CONSULTING Exhibit II-8B Commute Patterns - Employment Locations of San Francisco Employees San Francisco 2020 • San Ftncisco Q Daly City. 241,410 6er4 San Mateo Vallejo Concord 155,463 ,an Leandro Hayward Pkeasanton Redwood Cry YE-0 k3 a Fremont INFLOW/OUTFLOW JOB COUNTS COUNT SHARE Employed in the Selection Area Employed in the Selection Area but Living Outside Employed and Living in the Selection Area Living in the Selection Area Living in the Selection Area but Employed Outside Living and Employed in the Selection Area SOURCE: US Census On the Map; RCLCO 669,328 NV 427,918 241,410 396,873 155,463 241,410 TOP PLACE OF RESIDENCE COUNT SHARE 100.0% Top Cities San Francisco city, CA 36.1% Oakland city, CA Daly City city, CA 100.0% San Jose city, CA 39.2% Berkeley city, CA 60.8°/i South San Francisco city, CA San Mateo city, CA Los Angeles city, CA Richmond city, CA Alameda city, CA All Other Locations 669,328 241,410 42,644 20,148 17,353 11,023 10,446 10,093 9,639 8,572 8,152 289,848 100.0% 36.1 % 6.4% 3.0% 2.6% 1.6% 1.6% 1.5% 1.4% 1.3% 1.2% 43.3% City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 61716 RGLO r'1 v REAL ESTATE CONSULTING III. ECONOMIC TRENDS City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 6S 717 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit III-1A Historical and Forecasted Non -Agricultural Employment, Households, and Population Oakland -Hayward -Berkeley, CA MD 1993-2027 (in Thousands) YEAR EMPLOYMENT HOUSEHOLDS POPULATION TOTAL(IN ANNUAL PERCENT TOTAL(IN ANNUAL PERCENT TOTAL(IN ANNUAL PERCENT 000'S) CHANGE CHANGE 000'S) CHANGE CHANGE 000'S) CHANGE CHANGE JOBSIHH HH SIZE 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (f) 2024 (f) 2025 (f) 2026 (f) 2027 (f) 885 888 909 928 960 987 1,017 1,052 1,063 1,049 1,038 1,038 1,048 1,063 1,068 1,055 994 972 981 1,009 1,037 1,062 1,097 1,134 1,161 1,180 1,189 1,097 1,131 1,178 1,196 1,206 1,219 1,225 1,229 Note: (f) denotes forecasted figure. Source: Moody's Analytics; RCLCO 3 21 19 32 27 30 35 10 -14 -11 1 10 15 5 -13 -60 -23 10 28 28 25 34 37 27 20 9 -93 34 47 18 10 12 6 4 0.3% 2.3% 2.1% 3.5% 2.8% 3.0% 3.5% 1.0% -1.3% -1.0% 0.1% 0.9% 1.4% 0.5% -1.3% -5.7% -2.3% 1.0% 0 2.7% 2.4% 3.2% 3.4% 2.4% 1.7% 0.8% -7.8% 3.1% 4.2% 1.5% 0.9% 1.0% 0.5% 0.3% 812 818 825 832 843 856 865 873 884 885 886 885 890 893 904 916 922 924 935 949 965 981 992 1,003 1,006 1,012 1,022 1,013 995 1,006 1,011 1,018 1,025 1,030 1,035 6 7 8 11 12 9 8 11 2 0 0 5 4 10 12 6 2 11 14 16 16 11 11 3 6 10 -9 -18 11 5 7 7 6 5 0.7% 0.8% 0.9% 1.3% 1.5% 1.1% 0.9% 1.2% 0.2% 0.0% 0.0% 0.5% 0.4% 1.1% 1.3% 0.7% 0.2% 1.2% 1.5% 1.7% 1.6% 1.1% 1.1% 0.3% 0.6% 1.0% -0.9% -1.8% 1.1% 0.5% 0.7% 0.7% 0.5% 0.5% 2,192 2,204 2,219 2,243 2,283 2,328 2,364 2,403 2,440 2,442 2,442 2,438 2,441 2,445 2,465 2,501 2,536 2,566 2,596 2,632 2,674 2,716 2,757 2,789 2,811 2,831 2,846 2,846 2,803 2,805 2,821 2,835 2,846 2,857 2,867 0.5% 0.7% 1.1% 1.8% 44 1.9% 37 1.6% 39 1.6% 38 1.6% 2 0.1% 0 0.0% -4 -0.1% 2 0.1% 5 0.2% 20 0.8% 36 1.4% 36 1.4% 29 1.1% 30 1.2% 36 1.4% 42 1.6% 42 1.6% 41 1.5% 32 1.2% 22 0.8% 20 0.7% 16 0.6% -1 0.0% -42 -1.5% 1 0.1% 17 0.6% 13 0.5% 11 0.4% 10 0.4% 10 0.4% 12 15 25 40 2.70 2.69 2.69 2.70 2.71 2.72 2.73 2.75 2.76 2.76 2.76 2.75 2.74 2.74 2.73 2.73 2.75 2.78 2.78 2.77 2.77 2.77 2.78 2.78 2.79 2.80 2.78 2.81 2.82 2.79 2.79 2.79 2.78 2.77 2.77 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 171718 Annual Growth Rate 6% 4% 2% 0% -2% -4% -6% -8% -10% 0 roe roe Boa goo goo tio° Note: (f) denotes forecasted figure. Source: Moody's Analytics; RCLCO Exhibit Ill-1B Historical and Forecasted Non -Agricultural Employment, Household, and Population Growth Rates Oakland -Hayward -Berkeley, CA MD 1994-2027 o� cco ti°oo ti°o1 �' VVVVVV do yo 4•Employment — Households —Population J RCLCO REAL ESTATE CONSULTING • 4114 eft otio� oti�� oti�� otio� oti ti ti ti ti ti City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 1 October 6, 2023 1 7' 719 EXHIBITS RCLCO REAL ESTATE CONSULTING Annual Growth Rate 6% 4% 2% 0% -2% -4% -6% -8% -10% Note: (f) denotes forecasted figure. Source: Moody's Analytics; RCLCO Exhibit III-2 Historical and Forecasted Non -Agricultural Employment Growth Rates Oakland -Hayward -Berkeley, CA MD and United States 1994-2027 • , re �������1 0 0 �O ry� \ \met ti ti ti ti ti ti Oakland -Hayward -Berkeley, CA MD —United States City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 17; 720 EXHIBITS RCLCO REAL ESTATE CONSULTING Employment (000s) Exhibit III-3 Historical and Forecasted Non -Agricultural Employment Oakland -Hayward -Berkeley, CA MD 1993-2027 (in Thousands) 1,400 1,200 —ram 1,000 800 600 400 200 0 Total Nei ��p�D �� Nc5 t.c3 ���� ���� ti�p0 ti��� ti��ti �Op� ti��� ti��� �ODco ti��1 ti��� ti��� tiO\p (1'. (19. n' 'ODD (� n' (O'' n° n° �O�O �0�� �O0t� 0�� 0(t3 �� Q� ti ti ti ti Note: (t) denotes forecasted figure. Source: Moody's Analytics; RCLCO Historical Moody's Projection Page 1 of 3 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 17; 721 RCLCO REAL ESTATE CONSULTING Employment Growth (000s) 60 40 20 -20 -40 -60 -80 -100 Note: (t) denotes forecasted figure. Source: Moody's Analytics; RCLCO Exhibit III-3 Historical and Forecasted Non -Agricultural Employment Oakland -Hayward -Berkeley, CA MD 1993-2027 (in Thousands) Growth \b <0 ��O `1 `R' ti ti oL^ oL� L L L L L L L L L ti ti ti gyp% �pL �oL �oL �oL Historical ® Moody's Projection Historical Avg. Annual • • Moody's Avg. Projection Page 2 of 3 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 17, 722 EXHIBITS RCLCO REAL ESTATE CONSULTING Employment Growth Rate -2% -4% -6% -8% -10% Note: (t) denotes forecasted figure. Source: Moody's Analytics; RCLCO Exhibit III-3 Historical and Forecasted Non -Agricultural Employment Oakland -Hayward -Berkeley, CA MD 1993-2027 (in Thousands) R Off` 01 `l RO do do ' ti Growth Rate i 1 I I I 1 1111 111-��-��-�_ \^ <1, OHO O� OHO OO O� OHO OHO Off\ OD' ^� b h cod L L `L `L `L L `L L `j `L L COL �pL COL COL �O`L Historical ® Moody's Projection ..Historical Avg. • • Moody's Projection Avg. Page 3 of 3 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 17! 723 EXHIBITS RCLCO REAL ESTATE CONSULTING Total Employment (000s) Exhibit III-4 Historical and Forecasted Non -Agricultural Employment by Industry Oakland -Hayward -Berkeley, CA MD 1993-2027 (in Thousands) 250 200 150 100 50 MEI MID Ole IMID OM I 0 — . c33ooh 00 c° O\ °ooN^ 0 0 0 0000 oo otio ti; NoN NoN°NoNotio tio r10tiotio tiotiotitiDotio tio tio Note: (f) denotes forecasted figure. Source: Moody's Analytics; RCLCO � Edu. & Health Services - Trade, Transp. & Utilities Prof. & Business Services Government - Leisure & Hospitality - Manufacturing ,Construction - Financial Activities - Other Services - Information , Natural Resources City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 17(724 E RGLO r'1 v REAL ESTATE CONSULTING IV. FOR -SALE HOME SALES TRENDS City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i T 725 EXHIBITS 1 RCLC r'1 v REAL ESTATE CONSULTING Exhibit IV-1A Residential Listings and Sales by Size Range Built 2005 or Later City of Dublin As of September 2023 DUBLIN LISTINGS DUBLIN SALES (PAST 12 MONTHS) Single -Family < 1,000 SF 1,000 -1.500 SF 1,500 - 2,000 SF 2,000 - 2,500 SF 2,500 - 3,000 SF 3,000+ SF Total Average Size Average Price Average Price per SF 0 0 0 3 4 4 11 3,097 $1,981,722 $640 0% 0% 0% 27% 36% 36% 100% 0 0 12 28 26 39 105 2,705 $1,919,804 $710 0% 0% 11% 27% 25% 37% 100% 1l116In I14.10. 1IUNa < 1,000 SF 0 0% 2 2% 1,000 -1.500 SF 5 42% 27 20% 1,500 - 2,000 SF 2 17% 55 42% 2,000 - 2,500 SF 2 17% 42 32% 2,500 - 3,000 SF 2 17% 5 4% 3,000+ SF 1 8% 1 1% Total 12 100% 132 100% Average Size 1,935 1,809 Average Price Average Price per SF ALL $1,066,075 $1,024,307 $551 $566 < 1,000 SF 0 0% 2 1% 1,000 -1.500 SF 5 22% 27 11% 1,500 - 2,000 SF 2 9% 67 28% 2,000 - 2,500 SF 5 22% 70 30% 2,500 - 3,000 SF 6 26% 31 13% 3,000+ SF 5 22% 40 17% Total 23 100% 237 100% Average Size 2,490 2,206 Average Price $1,503,993 $1,421,046 Average Price per SF $594 $630 NOTE: Listings data as of April 30, 2021; Sales data from April 30, 2020 to April 30, 2021 SOURCE: Redfin; RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 171726 EXHIBITS 1 RCLC r'1 v REAL ESTATE CONSULTING Exhibit IV-1B Residential Listings and Sales by Price Range Built 2005 or Later City of Dublin As of September 2023 DUBLIN LISTINGS DUBLIN SALES {PAST 12 MONTHS) < $600,000 0 $600K - $1 M 0 $1M -$1.4M 1 $1.4M - $1.8M 5 $1.8M - $2.2M 2 $2.2M - $2.6M 1 $2.6M+ 2 Total 11 Average Size 3,097 Average Price $1,981,722 Average Price per SF $640 111PpO1auaaltl 111.0 0% 0% 9% 45% 18% 9% 18% 100% 0 1 19 28 26 18 13 105 2,705 $1,919,804 $710 0% 1% 18% 27% 25% 17% 12% 100% < $600,000 1 8% 3 2% $600K - $1 M 5 42% 46 35% $1 M - $1.4M 5 42% 82 62% $1.4M -$1.8M 1 8% 1 1% $1.8M - $2.2M 0 0% 0 0% $2.2M - $2.6M 0 0% 0 0% $2.6M+ 0 0% 0 0% Total 12 100% 132 100% Average Size 1,935 1,809 Average Price $1,066,075 $1,024,307 Average Price per SF $551 $566 1 < $600,000 1 4% 3 1% $600K - $1 M 5 22% 47 20% $1 M - $1.4M 6 26% 101 43% $1.4M - $1.8M 6 26% 29 12% $1.8M - $2.2M 2 9% 26 11% $2.2M - $2.6M 1 4% 18 8% $2.6M+ 2 9% 13 5% Total 23 100% 237 100% Average Size 2,490 2,206 Average Price $1,503,993 $1,421,046 Average Price per SF $594 $630 NOTE: Listings data as of April 30, 2021; Sales data from April 30, 2020 to April 30, 2021 SOURCE: Redfin; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 7l 727 RCLCO REAL ESTATE CONSULTING Exhibit IV-1 C Residential Listings and Sales by Size Range Built 2005 or Later Tri-Valley Area As of September 2023 TRI-VALLEY LISTINGS TRI-VALLEY SALES (PAST 12 MONTHS) Single -Family < 1,000 SF 0 1,000 -1.500 SF 0 1,500 - 3,000 SF 5 3,000 - 3,500 SF 5 3,500 - 4,000 SF 9 4,000+ SF 40 Total 59 Average Size 4,176 Average Price $3,527,204 Average Price per SF $845 elan adAnun�- 0% 0% 8% 8% 15% 68% 100% 1 3 45 71 62 160 342 3,114 $2,199,688 $706 0% 1% 13% 21% 18% 47% 100% < 1,000 SF 1 4% 7 3% 1,000 -1.500 SF 8 30% 46 19% 1,500 - 3,000 SF 7 26% 107 45% 3,000 - 3,500 SF 4 15% 71 30% 3,500 - 4,000 SF 6 22% 5 2% 4,000+ SF 1 4% 1 0% Total 27 100% 237 100% Average Size 1,915 1,784 Average Price $1,163,546 $1,009,360 Average Price per SF $608 $566 M <1,000SF 1 1% 8 1% 1,000 -1.500 SF 8 9% 49 8% 1,500 - 3,000 SF 12 14% 152 26% 3,000 - 3,500 SF 9 10% 142 25% 3,500 - 4,000 SF 15 17% 67 12% 4,000+ SF 41 48% 161 28% Total 86 100% 579 100% Average Size 3,466 2,570 Average Price $2,785,125 $1,712,455 Average Price per SF $770 $649 NOTE: Listings data as of April 30, 2021; Sales data from April 30, 2020 to April 30, 2021 SOURCE: Redfin; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 8(728 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit IV-1D Residential Listings and Sales by Price Range Built 2005 or Later Tri-Valley Area As of September 2023 TRI-VALLEY LISTINGS TRI-VALLEY SALES PAST 12 MONTHS Single -Family < $600,000 0 $600K - $1 M 1 $1 M - $1.4M 4 $1.4M - $1.8M 8 $1.8M - $2.2M 9 $2.2M - $2.6M 4 $2.6M+ 34 Total 60 Average Size 4,176 Average Price $3,527,204 Average Price per SF $845 0% 2% 7% 13% 15% 7% 57% 100% 0 9 45 74 78 62 74 342 3,114 $2,199,688 $706 0% 3% 13% 22% 23% 18% 22% 100% < $600,000 1 4% 4 2% $600K-$1M 11 41% 98 41% $1 M - $1.4M 10 37% 131 55% $1.4M -$1.8M 2 7% 4 2% $1.8M - $2.2M 2 7% 0 0% $2.2M - $2.6M 1 4% 0 0% $2.6M+ 0 0% 0 0% Total 27 100% 237 100% Average Size 1,915 1,784 Average Price $1,163,546 $1,009,360 Average Price per SF $608 $566 ALL < $600,000 1 1% 4 1% $600K - $1 M 12 14% 107 18% $1M-$1.4M 14 16% 176 30% $1.4M - $1.8M 10 11% 78 13% $1.8M - $2.2M 11 13% 78 13% $2.2M - $2.6M 5 6% 62 11% $2.6M+ 34 39% 74 13% Total 87 100% 579 100% Average Size 3,474 2,570 Average Price $2,793,655 $1,712,455 Average Price per SF $771 $649 NOTE: Listings data as of April 30, 2021; Sales data from April 30, 2020 to April 30, 2021 SOURCE: Redfin; RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 18' 729 EXHIBITS RCLCO REAL ESTATE CONSULTING 200 180 160 140 120 100 80 60 40 20 0 3 4 < $600,000 SOURCE: Redfin; RCLCO Exhibit IV-2 Residential Home Sale Capture Rates City of Dublin in Relation to the Tri-Valley Area Homes Built Since 2005 September 2022 - September 2023 CITY OF DUBLIN DUBLIN CAPTURE OF TRI- TRI-VALLEY VALLEY < $600,000 $600K - $1M $1M-$1.4M $1.4M - $1.8M $1.8M - $2.2M $2.2M - $2.6M $2.6M+ Total 107 47 $600K - $1 M 101 176 3 47 101 29 26 18 13 237 29 4 107 176 78 78 62 74 579 78 78 1 26 ■ 1 75.0% 43.9% 57.4% 37.2% 33.3% 29.0% 17.6% 40.9% 18 ■ 62 I 13 74 1 $1 M - $1.4M $1.4M - $1.8M $1.8M - $2.2M $2.2M - $2.6M $2.6M+ ■ Dublin ■ Tri-Valley City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 18: 730 EXHIBITS RCLCO REAL ESTATE CONSULTING $3,500,000 Exhibit IV-3 Single -Family Home/Condo/Townhome Resales Built 2005 or Later Tri-Valley Area September 2022 - September 2023 4 ■♦r ♦ * ♦ ♦ ♦♦ x $3,000,000 • d X X. ♦ *♦ ♦ * ♦ ■■ \ ♦ * ♦� * •♦ ♦XA \ ■ A ♦ . X •♦♦ ♦♦ � ♦ i♦ • A. ♦• ♦ • ♦♦ • II ♦♦ x ♦ ♦*♦ • • Y. ♦*♦♦ ♦I► • * • X ♦ o $2,000,000 ♦ ♦♦i ik • ! • ♦�♦♦ �X ♦ X ks, ♦ ♦ ♦ X b X� $1,500,000 ♦ ♦I ..: , X ♦♦ XA ♦ $1,000,000 $500,000 $0 • X X ♦ •x * X ♦ ♦ ♦ 500 1,500 2,500 3,500 4,500 5,500 Unit Size (SF) SOURCE: Redfin; RCLCO ♦ X • Dublin • Pleasanton ♦ San Ramon x Livermore X Danville City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 18: 731 EXHIBITS RCLCO REAL ESTATE CONSULTING $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 Exhibit IV-4A Monthly Median Home Price Existing Single -Family Detached Homes Contra Costa County, Alameda County, and California January 1990-August 2023 $0 — e`,�^9�6^9�1e�������OO���O^���0�. �R�O`����0����0����Oro�R�01���00��eee�Re0 ���^`����^��R�^h��R��0����1����^O�R�O^n, ��R��0���4����r,L`3 SOURCE: California Association of Realtors; RCLCO — California — Contra Costa — Alameda County City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 18, 732 Exhibit IV-4B Home Value Cities in Tri-Valley Area January 2010-August 2023 $2,500,000 $2,000,000 $1,500,000 0 E 0 $1,000,000 $500,000 $0 A`` A` ;\ �,%` q%` tip�p tipN� �' tip�p ryp,�b tip�� �6 A\ tip�p ryp`� p, '10>0p`L 191 SOURCE: Zillow; RCLCO RCLCO REAL ESTATE CONSULTING —Dublin — Pleasanton — Livermore — San Ramon — Danville - - - Tri-Valley PMA Average City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 18! 733 EXHIBITS RCLC /'1 v REAL ESTATE CONSULTING V. SITE ANALYSIS City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 1 81734 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit V-1A Regional Map Boulevard (Dublin Crossing) Dublin, CA and San Francisco Bay Area September 2023 Rohner% Park $ Point Reyes M1larronaJ Seashore co Sonoma Petal ma Novato Lucas VaIley - M a rinwood San Rafael Rich Mill Valley Richmond SatI3aii1 D Safi Francisco Daly City San Bruno M.''hrae W) San Mateo Belmont I-aff Redwood City Moor- L3ay Palo Alto Lull Napa v VaraviIre Fairfield American,% , Canyon " 3i Vallejo ao BeyPoint �,. Pinole Martinez Antioch Concord Clayton Brentwood Wa[nut Creek Berkeley ;a nit (ARM() lot ilk Danville San Rarrton D San Leandro uhlif5� Lk. ivermore 0 La Hoi Da SUBJECT SITE -- Dublin Crossing Master -Planned Community, Dublin, California SOURCE: Google; RCLCO Union City ,• ,..) Frernont Milpitas San Jose Ca mphel I est City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 8' 735 RCL Ir'1 J REAL ESTATE CONSULTING Exhibit V-1 B Map of Subject Site Area Boulevard (Dublin Crossing) Dublin, CA September 2023 ,: /�� ►ice FRd i■.7,rl 11 ,la :., A � •e ": , ' 7 . �. • 111� i V ° .s la SOURCE: Google; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 8l 736 EXHIBITS RCLCO REAL ESTATE CONSULTING Dublin Elementary Malley High School Fire Station Retail Uses Office: Hostpitalit Pleasanton Medical Offices (Kaiser Permanente) SOURCE: Google; RCLCO Dublin High School Wells Middle School Misc. Retail Fire Station Dublin San Ramon Services District Exhibit V-1C Map of Surrounding Uses Boulevard (Dublin Crossing) Dublin, CA September 2023 Camp Parks Army Facility Industrial/ Office Uses Retail Office Federal Correctional Insitution Subject Site: Boulevard (Dublin Crossing) Dublin Station Retail/ Hostpitality Alameda County Jail Superior Court of Alameda County Office/ Hostpitality Persimmon Place Kaiser Permanente Office/ Industrial Oracle ens Plaza James Dougherty Elementary Hacienda Crossings Metro 580 Retail County Sheriffs Dept./Highway Patrol & Fire Station Car Dealerships Rosewood Commons Business Center Stanford Health Care: Valley Care Medical Center Stoneddge Business Center Retail Public Works Equipment Repair Emerald Glen Park Retail Sutter Health Dublin Corporate Center Faidands Elementary City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 184 737 EXHIBITS RCLC r'1 v REAL ESTATE CONSULTING Exhibit V-2 Site Assessment Boulevard (Dublin Crossing) Dublin, CA September 2023 FACTOR NOTES Community Execution Phase 5 is the fifth development phase of the overall multi -phased master -planned community of Boulevard. Phase 5 is planned to comprise 244 units built by Brookfield and Lennar, with 182 attached units and 62 detached units. Phase 1, 2, 3, and 4 of Boulevard comprises 1,514 units, and as of July 2022, all of the units from Phase 1 and Phase 2 have been sold. Phase 3 has 113 units remaining to be sold and Phase 4 has 62 units remaining. Amenities Phase 5 of Boulevard is expected to maintain a high level of execution consistent with what has been delivered thus far inprevious phases, and similar, if not superior, to other top -performing planned communities in the area. Moreover, Phase5 benefits from an amenity package including a 30 net -acre Community Park, five net -acres of Neighborhood Parks, and a school site. Surrounding Uses Boulevard is located in the center of Dublin. To the south is Dublin Station, a high -density, low-rise residential community featuring both rental and for -sale products. To the east and west is residential and commercial development. Visibility/Access The community is located along Dublin Boulevard, the primary East-West road in the city, and is located between two freeway on -/off -ramps from 1-580. Commute The site is located within half a mile of the Dublin/Pleasanton BART station which connects the area to the broader San Francisco Bay Area. The site is also conveniently located approximately one mile from two on -/off -ramps to Interstate-580 which provides access to the East Bay and the broader region. On -/off -Ramps to Interstate-680, which provides access north to Walnut Creek and south to San Jose, are accessible within 2 miles of the site. Retail The site is located within a mile of Hacienda Crossings, a power center featuring a variety of entertainment, restaurants, and shopping destinations such as and IMAX and Bed Bath & Beyond. Persimmon Place, a relatively new retail shopping center, is located adjacent to Hacienda Crossings and is anchored by Whole Foods, Nordstrom Rack, and Home Goods. More neighborhood and community retail centers are located within two miles of the community, including Tivoli Plaza which is expected to deliver in August 2022. In addition, Stoneridge Shopping Center, a Class A regional mall with 1.3 million square feet of retail, is located approximately 2.5 miles away. Several power centers anchored by a Wal-Mart or a Target are also located both to the east and west. Additionally, IKEA has been approved for building a 317,000 square foot store just south of Boulevard in 2018. However, the plan remains in limbo and the project is on hold as retail environments have changed in light of the COVID-19 pandemic. The City of Dublin is yet to provide an update on IKEAS's plans going forward. Schools In 2026, local public schools within Boulevard's school district will include Dublin High School as well as a new TK-8 school that will be developed within the community. The existing schools in Dublin Unified School District generally achieve above average GreatSchools ratings than the schools in Alameda County and the Oakland MD as a whole, and achieve relatively similar scores to the schools in surrounding cities, such as Pleasanton and San Ramon. Topography/Aesthetics SOURCE: RCLCO The site is flat, featuring no discernible changes in view or topography. The site will, however, have to mitigate the negative perception of being located in close proximity to the Federal Correctional Institution. City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 91738 EXHIBITS RCLC /'1 v REAL ESTATE CONSULTING c-, help Ranch DublinH,!s Regional Park California High School mg� Ra 41n¢ys Dublin stoneridge� Gamp Parks-." . Yralee Village Apt IMAN oracle Exhibit V-3A Map of Local Schools Dublin, CA September 2023 Livermore iY'iI a II I MAP GREAT SCHOOLS KEY SCHOOL RATING' 9 10 MEI James Dougherty John Green Dublin Frederiksen Harold William Kolb Murray J.M. Amador Cottonwood Creek Eleanor Murray Fallon Wells Dublin Emerald Elementary School Middle School High School SUBJECT SITE -- Dublin Crossing 8 8 7 8 7 7 8 8 7 5 9 NA ' Great Schools Rating is a 10-point ranking systme; API Score is a 1,000-point ranking system. NOTE: GreatSchools is a non-profit organization with profiles of more than 200,000 preK-12 schools — public, public charter and private — and over one million reviews from parents, teachers and students sharing information about the schools. SOURCE: Greatschools.org; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 9 739 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit V-3B Aggregate School Rankings by City Dublin, Livermore, Pleasanton, San Ramon, and Danville September 2023 DUBLIN LIVERMORE PLEASANTON SAN RAMON DANVILLE GREAT SCHOOLS GREAT SCHOOLS GREAT SCHOOLS GREAT SCHOOLS GREAT SCHOOLS RATING 1 RATING 1 RATING 1 RATING 1 RATING I Elementary School Middle School High School Average Great Schools Rating is out of 10 SOURCE: Greatschools.org; RCLCO 7.6 7.5 7.0 7.4 6.2 4.7 7.0 5.9 6.3 6.7 7.0 6.7 7.3 6.3 9.5 7.7 7.4 7.3 9.0 7.9 City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 9; 740 EXHIBITS RCLCO REAL ESTATE CONSULTING Exhibit V-3C School Rankings by City Dublin, Livermore, Pleasanton, and San Ramon September 2023 DUBLIN SCHOOL GREAT SCHOOLS RATING' LIVERMORE SCHOOL GREAT SCHOOLS RATING' PLEASANTON SCHOOL DANVILLE GREAT GREAT GREAT SCHOOLS SCHOOLS SCHOOLS RATING' SCHOOL RATING' SCHOOL RATING' SAN RAMON ELEMENTARY SCHOOL John Green Harold William Kolb J.M. Amador Dublin James Dougherty Frederiksen Murray AVERAGE 8 Sunset 8 7 Emma C. Smith 8 8 Lawrence 9 7 Jackson Avenue 7 8 Joe Michell5 8 Rancho Los Positas 7 7 Altamont Creek 6 Marylin Avenue 4 Arroyo Seco 6 Leo R. Croce 4 Junction Avenue 2 4 7.6 6.2 Vintage Hills Henry P. Mohr Phoebe Apperson Hearst Fairlands Walnut Grove Donlon Lydiksen Valley View Alisal 7 Bollinger Canyon 7 Golden View 6 Coyote Creek 6 Hidden Hills 7 Live Oak 5 Country Club 7 Walt Disney 8 Montevideo 4 Quail Run Neil A. Armstrong Bella Vista Twin Creeks 6.3 9 John Baldwin 8 Sycamore Valley 8 Tassajara Hills 8 Montair 6 Vista Grande 7 Creekside 9 Green Valley 7 Greenbrook 6 7 6 7 7.3 8 8 7 9 8 6 5 8 7.4 MIDDLE SCHOOL Eleanor Murray Fallon Cottonwood Creek AVERAGE 7 William Mendenhall 8 Andrew N. Christensen East Avenue 7.5 5 Thomas S. Hart 5 Harvest Park 4 Pleasanton 4.7 7 7 6 6.7 Pine Valley Windemere Ranch Gale Ranch Iron Horse 3 8 7 7 6.3 Los Cerros Charlotte Wood Diablo Vista 8 6 8 7.3 HIGH SCHOOL Dublin Wells AVERAGE 9 5 7.0 1 Great Schools Rating is out of 10. 2 Includes grades K-8. SOURCE: Greatschools.org; RCLCO Granada Livermore 6 8 7.0 Foothill Amador Valley 7 7 7.0 Dougherty Valley California 10 Monte Vista 9 San Ramon Valley 9.5 8 10 9.0 City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 19; 741 EXHIBITS RGLO r'1 v REAL ESTATE CONSULTING VI. DEMAND ANALYSIS City of Dublin i Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i 0ctober 6, 202319,742 RCLCO REAL ESTATE CONSULTING Exhibit VI-1 Boulevard (Dublin Crossing) Absorption Potential 2023-2028 UNDER $1,000,000 $1,400,000 $1,800,000 $1,000,000 $1,400,000 $1,800,000 $2,200,000 $2,200,000+ TOTAL Oakland Metropolitan Division Annual For -Sale Demand Potential Tri-Valley Capture of Oakland MD Homes 1 Tri-Valley Annual Home Demand Potential Dublin Capture of Tri-Valley Home Demand Potential 2 Dublin Annual Home Demand Potential Secondary Demand Potential 3 Dublin Annual Demand Potential, Including Secondary Demand Dublin Distribution of Annual Demand Potential SCENARIO 1 Boulevard (Dublin Crossing) Capture of Dublin 4 Boulevard (Dublin Crossing) Annual Absorption Potential • SCENARIO 2 BP Boulevard (Dublin Crossing) Capture of Dublin 4 Boulevard (Dublin Crossing) Annual Absorption Potential 23,362 5,911 3,207 1,378 2,791 36,649 17% 17% 17% 17% 17% 17% 3,981 1,007 546 235 476 6,245 45% 57% 37% 33% 20% 44% 1,793 578 203 78 95 2,748 10% 10% 10% 10% 10% 10% 1,992 642 226 87 106 3,053 65% 21% 7% 3% 3% 100% 0.0% 10.0% 17.5% 7.5% 0.0% 3.6% 0 64 40 7 0 110 0.0% 12.5% 20.0% 12.5% 0.0% 4.6% 0 80 45 11 0 142 See Exhibit VI-2. 2 See Exhibit IV-2. 3 Represents potential demand from home buyers that fall outside of the parameters in Exhibit VI-3A. Capture rates are based on the estimated relationship between product offered in Boulveard (Dublin Crossing) and number of competitive projects in Dublin. Scenario 2 assumes that Boulevard (Dublin Crossing) can capture a slightly higher share of the market depth as all uses in the master plan stabilize. SOURCE: Real Estate Economics; RCLCO City of Dublin I Market Pricing and Absorption Analysis I Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 I October 6, 2023 19! 743 EXHIBITS RCLC v REAL ESTATE CONSULTING Exhibit VI-2 Boulevard (Dublin Crossing) Capture Rate Analysis Tri-Valley Area and Oakland Metropolitan Division FACTORS OAKLAND METRO TRI-VALLEY AREA DIVISION WEIGHT TOTAL HOUSEHOLDS, 2023 Total Percent Tri-Valley Capture HOUSEHOLD GROWTH, 2010-2023 Total Percent Tri-Valley Capture PROJECTED HOUSEHOLD GROWTH, 2023-2028 Total Percent Tri-Valley Capture OWNER HOUSEHOLDS, 2023 Total Percent Tri-Valley Capture SINGLE-FAMILY PERMITS, 2017-2022 Total Percent Tri-Valley Capture 129,704 12.9% 19,432 22.1% 1,973 17.8% 92,265 15.6% 3,075 15.0% 1,008,298 100% 87,796 100% 11,089 100% 591,195 100% 20,478 100% 25% 25% 25% 15% 10% 'WEIGHTED AVERAGE CAPTURE 17.0% SOURCE: ESRI Business Analyst; HUD; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 9( 744 EXHIBITS RCLC /'1 v REAL ESTATE CONSULTING Exhibit VI-3A Boulevard (Dublin Crossing) Annual For -Sale Demand Potential 2023-2028 TARGET MARKET GROUPS PMA TOTAL HOUSEHOLDS UNDER AGE 55 HOUSEHOLDS AGE 55-74 TARGET TOTAL 2023 Total Households 2028 Total Households Average Annual Household Growth 2023.20281 1,008,298 1,019,387 2,218 551,194 549,820 -275 457,095 469,558 2,493 1,008,289 1,019,378 2,218 QUALIFYING INCOME RANGE AFFORDABLE MORTGAGE $0K $231K $319K $406K $494K $581K $231K $319K $406K $494K $581K + $0K $1M $1.4M $1.8M $2.2M $2.6M+ $1M $1.4M $1.8M $2.2M $2.6M $0K $199K $273K $348K $422K $496K $199K $273K $348K $422K $496K + $0K $1M $1.4M $1.8M $2.2M $2.6M+ $1M $1.4M $1.8M $2.2M $2.6M EXISTING HOUSEHOLD TURNOVER Income Qualified Households' of Total Income Qualified Households Owner Households3 of Income Qualified Households Income Qualified Owner Households Annualized Potential' Annual Turnover Annual Income and HH Size Qualified Renter Households ANNUAL HOUSEHOLD GROWTH Income Qualified Household Growth' of Total Income Qualified Households From Growth Owner Households 3 of Income Qualified Households Income Qualified Owner Households From Growth 1,008,298 551,194 457,095 1,008,289 76% 12% 6% 2% 1% 4% 76% 11% 5% 3% 1% 4% 100% 417,125 64,113 32,372 12,668 4,652 20,264 348,894 49,916 23,165 12,369 6,561 16,189 1,008,289 39% 71% 79% 81% 86% 86% 67% 88% 93% 94% 94% 94% 59% 162,465 45,819 25,574 10,260 4,018 17,436 234,398 44,018 21,542 11,639 6,146 15,225 598,541 10% 10% 10% 10% 10% 10% 3% 3% 3% 3% 3% 3% 6% 16,257 4,585 2,559 1,027 402 1,745 5,907 1,109 543 293 155 384 34,966 2,218 0 2,493 2,218 76% 12% 6% 2% 1% 4% 76% 11% 5% 3% 1% 4% 100% -208 -32 -16 -6 -2 -10 1,903 272 126 67 36 88 2,218 39% 71% 79% 81% 86% 86% 67% 88% 93% 94% 94% 94% 76% -81 -23 -13 -5 -2 -9 1,278 240 117 63 34 83 1,683 Jlail:.t11 S.S:au-LS Annualized Potential from Existing Households 16,257 4,585 2,559 1,027 402 1,745 5,907 1,109 543 293 155 384 34,966 Potential from Annual Household Growth -81 -23 -13 -5 -2 -9 1,278 240 117 63 34 83 1,683 Total Annual Potential, Primary Market 11 '6II67,185 357 467 1 Per U.S. Census and ESRI Business Analyst. 2 Assumes mortgage -income ratio of 35%, a downpayment ranging from 20% to 35% depending on age, interest of 6.5%, a total tax rate of 1.8%, and HOA fees plus insurance averaging $375 per month. 3 Per 2021 Census PUMS for PUMA area equivalent to Oakland Metropolitan Division, applied to 2023 ESRI household figures. SOURCE: U.S. Census Bureau; ESRI Business Analyst; RCLCO City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 9 745 EXHIBITS RCLC v REAL ESTATE CONSULTING ASSUMPTIONS Mortgage Rate Mortgage Term PMI Taxes Monthly HOA and Insurance Payment as % of Gross Income 6.5% 30 2.00% 1.58% $375 35.00% SAMPLE CALCULATION - INCOME Home cost Downpayment Mortgage Amount Mortgage PMT Property Taxes PMI HOA Total Housing -Related Payments !Minimum Annual Income SOURCE: RCLCO $1,800,000 20% $1,440,000 $109,221 $28,440 $0 $4,500 $142,161 $406,000 I Exhibit VI-3B Boulevard (Dublin Crossing) Housing Affordability Dublin, CA September 2023 HOUSING AFFORDABILITY - INCOME REQUIREMENTS Home Cost 10% 15% d 20% T 25% a 30% 35% 40% 45% 50% $304,000 $421,000 $538,000 $654,000 $771,000 $291,000 $402,000 $513,000 $624,000 $735,000 $231,000 $319,000 $406,000 $494,000 $581,000 $221,000 $304,000 $387,000 $470,000 $553,000 $210,000 $288,000 $367,000 $446,000 $525,000 $199,000 $273,000 $348,000 $422,000 $496,000 $188,000 $258,000 $328,000 $398,000 $468,000 $177,000 $243,000 $309,000 $374,000 $440,000 $166,000 $228,000 $289,000 $351,000 $412,000 City of Dublin i Market Pricing and Absorption Analysis 1 Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 i October 6, 2023 i 9t 746 RCLIJ REAL ESTATE CONSULTING AUSTIN 501 Congress Avenue, Suite 150 Austin, TX 78701 LOS ANGELES 11601 Wilshire Boulevard, Suite 1650 Los Angeles, CA 90025 ORLANDO 964 Lake Baldwin Lane, Suite 100 Orlando, FL 32814 WASHINGTON, DC 7200 Wisconsin Avenue, Suite 1110 Bethesda, MD 20814 747 APPENDIX F FORM OF OPINION OF BOND COUNSEL [Closing Date] City Council City of Dublin 100 Civic Plaza Dublin, California 94568 OPINION: $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 Members of the City Council: We have acted as bond counsel in connection with the issuance by the City of Dublin (the "City") of $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "Bonds"), pursuant to the Mello - Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the "Act") and a Fiscal Agent Agreement dated as of , 2023 (the "Fiscal Agent Agreement") by and between the City for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) for its Improvement Area No. 5, and U.S. Bank Trust Company, National Association, as fiscal agent. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds (the "Resolution"), enter into the Fiscal Agent Agreement, and perform the agreements on its part contained therein, and issue the Bonds. 2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement. F-1 748 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It should be noted however that for tax years beginning after December 31, 2022, interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding sentences are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof. Respectfully submitted, A Professional Law Corporation F-1 749 APPENDIX G FORM OF CONTINUING DISCLOSURE UNDERTAKINGS G-1 750 APPENDIX G-1 CONTINUING DISCLOSURE AGREEMENT (City) CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING) IMPROVEMENT AREA NO. 5 SPECIAL TAX BONDS, SERIES 2023 This CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), dated as of 1, 2023 is entered into by the CITY OF DUBLIN (the "City"), for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the "District") for its Improvement Area No. 5 ("Improvement Area No. 5), and Goodwin Consulting Group Inc., as initial dissemination agent, in connection with the execution and delivery by the City of its City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). The City covenants and agrees, for and on behalf of the District, as follows: Section 1. Purpose of the Disclosure Aareement. This Disclosure Agreement is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Annual Report Date" means January 15th of each year that an Annual Report is due. "Dissemination Agent" means, initially, Goodwin Consulting Group, Inc., or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation in accordance with Section 8 of this Disclosure Agreement. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. G-1-1 751 "Official Statement" means the final official statement executed by the City in connection with the issuance of the Bonds. "Participating Underwriter" means , as the original underwriter of the Bonds. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time. "Special Taxes" means the special taxes of the District levied on taxable property within the District. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing January 15, 2024, with the report for Fiscal Year 2022-23 (provided that the first Annual Report may consist solely of the Official Statement), provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided, that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City's Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event. The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB in a timely manner, in an electronic format as prescribed by the MSRB, a notice in substantially the form prescribed by the MSRB. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine prior to each Annual Report Date the then -applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: G-1-2 752 (a) The City's audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements are not available by the Annual Report Date, the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information: (i) Principal amount of all outstanding bonds of Improvement Area No. 5. (ii) Balance in the improvement fund or construction account. (iii) Balance in debt service reserve fund, and statement of the reserve fund requirement. Statement of projected reserve fund draw, if any. (iv) Balance in other funds and accounts held by the City or Fiscal Agent related to the Bonds. (v) Additional debt authorized by the City and payable from or secured by special taxes with respect to property within Improvement Area No. 5. (vi) The Special Tax levy, collections, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent Fiscal Years. (vii) The identity of each delinquent taxpayer responsible for 5% or more of total special tax/assessment levied, and for each such taxpayer, the applicable assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, a summary of results of foreclosure sales or transfers shall be provided. (viii) Most recently available total assessed value of all parcels subject to the Special Tax (in total, not by individual APNs). (ix) Value -to -lien ratios of top taxpayers (substantially in the form of Table 2 to the Official Statement, but excluding any appraised values, overlapping debt information and special tax -related projections). (x) To the extent not already provided pursuant to (ix) above, list of landowners subject to 5% or more of the Special Tax levy, including the following information: development status to the extent shown in City records, land use classification, and assessed value. The reporting of development status shall coincide with cut-off dates applicable to the latest special tax levy. (xi) Building permits issued within Improvement Area No. 5 during the reporting period. (c) In addition to any of the information expressly required to be provided under this Disclosure Agreement, the City shall provide such further material information, if any, as may be G-1-3 753 necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB's internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Listed Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. G-1-4 754 (14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material. (15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of "financial obligation," see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of "financial obligation," see clause (e)). (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier "if material" and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event's occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. (d) For purposes of this Disclosure Agreement, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), "financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB. G-1-5 755 Section 7. Termination of Reporting Obligation. The City's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days' written notice to the City. The initial Dissemination Agent shall be the City. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to this Disclosure Agreement modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b). Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is G-1-6 756 specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Agreement, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save harmless the Dissemination Agent, its officers, directors, employees and agents (each, an "Indemnified Party"), against any loss, expense and liability which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including reasonable attorneys' fees) of defending against any claim of liability, but excluding losses, liabilities, costs and expenses due to an Indemnified Party's negligence, willful misconduct or failure to perform its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the holders and beneficial owners from time to time of the Bonds or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all reasonable and documented expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. G-1-7 757 IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. CITY OF DUBLIN, for and on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) for its Improvement Area No. 5 By: Authorized Officer GOODWIN CONSULTING GROUP, INC., as Dissemination Agent By: Authorized Officer G-1-8 758 APPENDIX G-2 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Developer - Brookfield Bay Area Holdings LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Brookfield Bay Area Holdings LLC, a Delaware limited liability company (the "Landowner"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Landowner covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Landowner to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Landowner, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person that controls, is controlled by or is under common control with the Landowner; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC; (iii) CalAtlantic Group, LLC, or any entity directly or indirectly, owned or controlled by CalAtlantic Group, LLC; or (iv) Lennar Homes of California, LLC, or any entity directly or indirectly, owned or controlled by Lennar Homes of California, LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Landowner and which has filed with the Landowner and the City a written acceptance of such designation. Initially, the Landowner is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. G-2-1 759 "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Official Statement" shall mean the final Official Statement relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, any property owned by the Landowner or its Affiliates within Improvement Area No. 5 of the District. Property acquired by the Landowner subsequent to the date of this Disclosure Agreement shall automatically be covered by this Disclosure Agreement without the need for execution of any assumption agreement. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Landowner on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2024, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Landowner is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Landowner of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Landowner by the applicable June 15th or December G-2-2 760 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Landowner and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Reports. (a) The Landowner's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Landowner and its Affiliates under the captions in the Official Statement entitled "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership," "— The Merchant Builders," "— The Development Plan — Melrose Neighborhood," and "— Financing Plan — Merchant Builders — Brookfield Merchant Builder Financing Plan". 2. A description of the number of building permits issued during the reporting period with respect to the Property in Improvement Area No. 5 owned by the Landowner and any Affiliate. 3. Any significant amendments to land use entitlements that are known to the Landowner with respect to parcels owned by the Landowner or its Affiliates within Improvement Area No. 5. 4. Any significant changes in the ownership structure of the Landowner described in the Official Statement under the caption "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes - Brookfield BAH." 5. Any sale of Property within Improvement Area No. 5 by the Landowner or an Affiliate to an unrelated merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Landowner shall clearly identify each such other document so included by reference. G-2-3 761 SECTION 5. Reporting of Significant Events. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Landowner obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property owned by the Landowner or any Affiliate that was not promptly cured upon discovery; 2. Material default by the Landowner or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Landowner or any Affiliate has been provided a notice of default; 3. Material default by the Landowner or any Affiliate on any loan secured by Property within Improvement Area No. 5 owned by the Landowner or any Affiliate to which the Landowner or any Affiliate has been provided a notice of default; 4. Payment default by the Landowner or any Affiliate on any loan of the Landowner or any Affiliate (whether or not such loan is secured by Property within Improvement Area No. 5) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Landowner, such payment default will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 5; 5. The filing of any proceedings with respect to the Landowner or any Affiliate that owns Property within Improvement Area No. 5 in which the Landowner may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in Improvement Area No. 5 in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels of Property owned by the Landowner or its Affiliates that own Property within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates that own Property within Improvement Area No. 5 and their respective ability to pay special taxes levied on Property within Improvement Area No. 5; and 7. The filing of any lawsuit against the Landowner or any of its Affiliates (for which Landowner or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Landowner, will adversely affect the completion of the development of parcels of Property owned by the Landowner or its Affiliates within Improvement Area No. 5, or litigation which if decided against the Landowner, or any such Affiliates, in the reasonable judgment of the Landowner, would materially adversely affect the financial G-2-4 762 condition of the Landowner or its Affiliates and their respective ability to pay special taxes levied on Property within Improvement Area No. 5. (b) Whenever the Landowner obtains knowledge of the occurrence of a Listed Event, the Landowner shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Landowner determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Landowner shall promptly (i) file a notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Landowner's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) at any time that the Landowner and its Affiliates own Property in Improvement Area No. 5 that is responsible for less than 20% of the special tax levy in Improvement Area No. 5. If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Landowner, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. G-2-5 763 In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Landowner shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Landowner chooses to include any information in any Semiannual Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Landowner shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report, or notice of occurrence of a Listed Event. The Landowner acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Landowner, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Landowner under such laws. SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Landowner or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Landowner to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Landowner or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Landowner as constituting the Semiannual Report required of the Landowner in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Landowner in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. G-2-6 764 SECTION 12. Landowner as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Landowner is an independent contractor and not an agent of the City. SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. The following information may be conclusively relied upon until changed in writing. Landowner: Underwriter: City: Brookfield Bay Area Holdings LLC 500 La Gonda Way, Suite 100 Danville, CA 94526 gregory.glenn@brookfieldrp.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Email: Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. G-2-7 765 SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. BROOKFIELD BAY AREA HOLDINGS LLC, A Delaware limited liability company By: Name: Title: G-2-8 766 APPENDIX G-3 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Lennar Homes of California, LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Lennar Homes of California, LLC, a California limited liability company (the "Landowner"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Landowner covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Landowner to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Landowner, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Landowner, or (b) each Person that controls, is controlled by or is under common control with the Landowner; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Landowner for purposes of this Disclosure Agreement: (i) the City; (ii) Dublin Crossing, LLC; and (iii) Brookfield Bay Area Holdings LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Landowner and which has filed with the Landowner and the City a written acceptance of such designation. Initially, the Landowner is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. G-3-1 767 "Official Statement" shall mean the final Official Statement, dated , relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, any property owned by the Landowner or its Affiliates within Improvement Area No. 5 of the District. Property in Improvement Area No. 5 acquired by the Landowner or an Affiliate (specifically including Lennar Homes of California, LLC) subsequent to the date of this Disclosure Agreement shall automatically be covered by this Disclosure Agreement without the need for execution of any assumption agreement. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Landowner on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, the Landowner shall, or upon receipt of the Semiannual Report from the Landowner the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2024, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Landowner (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Landowner is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Landowner of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Landowner by the applicable June 15th or December 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. G-3-2 768 (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Landowner and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Report. (a) The Landowner's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Landowner and its Affiliates under the captions in the Official Statement entitled "IMPROVEMENT AREA NO. 5 — Improvement Area No. 5 Ownership," "— The Merchant Builders," "—The Development Plan — Avalon Neighborhood," and "— Financing Plan — Merchant Builders — Lennar Homes Financing Plan". 2. A description of the number of building permits issued during the reporting period with respect to the Property in Improvement Area No. 5 owned by the Landowner and any Affiliate. 3. Any significant amendments to land use entitlements that are known to the Landowner with respect to parcels owned by the Landowner or its Affiliates within Improvement Area No. 5. 4. Any significant changes in the ownership structure of the Landowner described in the Official Statement under the caption "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield and Lennar Homes - Lennar Homes" and "— Lennar Corporation." 5. Any sale of Property within Improvement Area No. 5 by the Landowner or an Affiliate to an unrelated merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Landowner shall clearly identify each such other document so included by reference. G-3-3 769 SECTION 5. Reporting of Significant Events. (a) Until such time as the Landowner's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Landowner shall give, or cause to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Landowner obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property owned by the Landowner or any Affiliate that was not promptly cured upon discovery; 2. Material default by the Landowner or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Landowner or any Affiliate has been provided a notice of default; 3. Material default by the Landowner or any Affiliate on any loan secured by Property within Improvement Area No. 5 owned by the Landowner or any Affiliate to which the Landowner or any Affiliate has been provided a notice of default; 4. Payment default by the Landowner or any Affiliate on any loan of the Landowner or any Affiliate (whether or not such loan is secured by Property within Improvement Area No. 5) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Landowner, such payment default will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 5; 5. The filing of any proceedings with respect to the Landowner or any Affiliate that owns Property within Improvement Area No. 5 in which the Landowner may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in Improvement Area No. 5 in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates that own Property within Improvement Area No. 5, or would materially adversely affect the financial condition of the Landowner or its Affiliates that own Property within Improvement Area No. 5 and their respective ability to pay special taxes levied within Improvement Area No. 5; and 7. The filing of any lawsuit against the Landowner or any of its Affiliates (for which Landowner or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Landowner, will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 5, or litigation which if decided against the Landowner, or any such Affiliates, in the reasonable judgment of the Landowner, would materially adversely affect the financial condition of the G-3-4 770 Landowner or its Affiliates and their respective ability to pay special taxes levied within Improvement Area No. 5. (b) Whenever the Landowner obtains knowledge of the occurrence of a Listed Event, the Landowner shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Landowner determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Landowner shall promptly (i) file a notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Landowner's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) at any time that the Landowner and its Affiliates own Property in Improvement Area No. 5 that is responsible for less than 20% of the special tax levy in Improvement Area No. 5. If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Landowner pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Landowner may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Landowner, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. G-3-5 771 In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Landowner shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Landowner chooses to include any information in any Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Landowner shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report or notice of occurrence of a Listed Event. The Landowner acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Landowner, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Landowner under such laws. SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Landowner or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Landowner to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Landowner nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Landowner or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Landowner as constituting the Semiannual Report required of the Landowner in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Landowner in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. G-3-6 772 SECTION 12. Landowner as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Landowner is an independent contractor and not an agent of the City. SECTION 13. Notices. As of the date hereof, notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. Landowner: Underwriter: City: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Bridgit Koller, Vice President Forward Planning, Bay Area Division Phone: (925) 847-8700 Email: bridgit.koller@lennar.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833-6654 Email: Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Landowner, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company By: Bridgit Koller Vice President G-3-7 773 APPENDIX G-4 DEVELOPER CONTINUING DISCLOSURE AGREEMENT (Developer — Dublin Crossing, LLC) This Developer Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of , 2023, is executed and delivered by Dublin Crossing, LLC, a Delaware limited liability company (the "Developer"), in connection with the issuance by the City of Dublin (the "City") with respect to the $ City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5, Special Tax Bonds, Series 2023 (the "Bonds"). The Bonds are being issued under a Fiscal Agent Agreement, dated as of , 2023 (the "Fiscal Agent Agreement"), between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"). The Developer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Developer to assist the Underwriter in the marketing of the Bonds. SECTION 2. Definitions. Unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Affiliate" shall mean, with respect to the Developer, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as an agent, guardian or other fiduciary, fifty percent (50%) or more of the outstanding voting securities of the Developer, or (b) each Person that controls, is controlled by or is under common control with the Developer; provided, however, that in no case shall any of the following be deemed to be an Affiliate of the Developer for purposes of this Disclosure Agreement: (i) the City; (ii) Brookfield Bay Area Holdings LLC.; or (iii) Lennar Homes of California, LLC, or any entity directly or indirectly, owned or controlled by Lennar Homes of California, LLC. For the purpose of this definition, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, unless such waiver is solely the result of an official position with such Person. "Beneficial Owner" shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). "Dissemination Agent" shall mean a Person serving as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer and the City a written acceptance of such designation. Initially, the Developer is the Dissemination Agent. "District" shall mean City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing). "EMMA" shall mean the Electronic Municipal Market Access system of the MSRB. "Improvement Area No. 5" means Improvement Area No. 5 of the District. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board. G-4-1 774 "Official Statement" shall mean the final Official Statement relating to the Bonds. "Person" shall mean any individual, corporation, partnership, association, limited liability company, joint stock company, trust, unincorporated organization, or government or political subdivision thereof. "Property" shall mean, at the date of determination, (i) any property owned by the Developer or its Affiliates within Improvement Area No. 5 of the District and (ii) any property within Improvement Area No. 5 of the District that is conveyed to a builder that was required to enter into an assumption agreement pursuant to Section 6 but did not. "Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure reports. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Semiannual Report" shall mean any report to be provided by the Developer on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Underwriter" shall mean the original underwriter of the Bonds, SECTION 3. Provision of Semiannual Reports. (a) Until such time as the Developer's reporting requirements terminate pursuant to Section 6 below, the Developer shall, or upon receipt of the Semiannual Report from the Developer the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2024, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 falls on a Saturday, Sunday, or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Developer (i) shall provide the Semiannual Report to the Dissemination Agent or (ii) shall provide notification to the Dissemination Agent that the Developer is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be filed. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Developer of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to the Repository by the applicable June 15th or December 15th or to verify that a Semiannual Report has been provided to the Repository by the Developer by the applicable June 15th or December 15th, the Dissemination Agent shall send a notice to the Repository in the form required by the Repository. G-4-2 775 (d) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and (ii) promptly after receipt of the Semiannual Report file a report with the Developer and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB's EMMA system. SECTION 4. Content of Semiannual Reports. (a) The Developer's Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following: 1. An update (if any) to the information relating to the Developer and its Affiliates under the captions in the Official Statement entitled "THE BOULEVARD PROJECT" (other than under the caption "— Market Pricing and Absorption Analysis" for which no update will be provided), "IMPROVEMENT AREA NO. 5" (other than under the captions "— The Merchant Builders," "— The Development Plan," and "— Financing Plan — Merchant Builders" for which no update will be provided), and "OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 5 — The Developer, Brookfield, and Lennar Homes — Developer" and "— BrookCar. 2. A description of the number of building permits issued during the reporting period with respect to the Property. 3. Any significant amendments to land use entitlements that are known to the Developer with respect to the Property. 4. Any significant changes in the ownership structure of the Developer or its Affiliates. 5. Any sale of Property by the Developer or an Affiliate to a merchant builder. 6. An update of the status of any previously reported Listed Event described in Section 5 hereof. (b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Until such time as the Developer's reporting requirements terminate pursuant to Section 6 below, pursuant to the provisions of this Section 5, the Developer shall give, or cause G-4-3 776 to be given, notice of the occurrence of any of the following events, if material under clauses (b) and (c) as soon as practicable after the Developer obtains knowledge of any of the following events: 1. Failure to pay any real property taxes, special taxes or assessments levied within Improvement Area No. 5 on a parcel of Property that was not promptly cured upon discovery; 2. Material default by the Developer or any Affiliate on any loan with respect to the construction or permanent financing of improvements to Improvement Area No. 5 to which the Developer or any Affiliate has been provided a notice of default; 3. Material default by the Developer or any Affiliate on any loan secured by Property to which the Developer or any Affiliate has been provided a notice of default; 4. Payment default by the Developer or any Affiliate on any loan of the Developer or any Affiliate (whether or not such loan is secured by Property) which is beyond any applicable cure period in such loan and, in the reasonable judgment of the Developer, such payment default will adversely affect the completion of the development of the Property, or would materially adversely affect the financial condition of the Developer or its Affiliates or their respective ability to pay special taxes levied on the Property prior to delinquency; 5. The filing of any proceedings with respect to the Developer or any Affiliate that owns Property in which the Developer may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of its debts; 6. The filing of any proceedings with respect to an Affiliate that does not own Property in which such Affiliate may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, if such adjudication will adversely affect the completion of the development of parcels of Property, or would materially adversely affect the financial condition of the Developer or its Affiliates that own Property and their respective ability to pay special taxes levied on Property prior to delinquency; and 7. The filing of any lawsuit against the Developer or any of its Affiliates (for which Developer or Affiliate is in receipt of service of process) which, in the reasonable judgment of the Developer, will adversely affect the completion of the development of parcels of Property, or litigation which if decided against the Developer, or any such Affiliates, in the reasonable judgment of the Developer, would materially adversely affect the financial condition of the Developer or its Affiliates and their respective ability to pay special taxes levied on Property prior to delinquency. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events. (c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Developer shall promptly (i) file a G-4-4 777 notice of such occurrence with the Dissemination Agent which shall then distribute such notice to the Repository, with a copy to the City or (ii) file a notice of such occurrence with the Repository, with a copy to the Dissemination Agent and the City. SECTION 6. Termination of Reporting Obligation. The Developer's obligations under this Disclosure Agreement shall terminate upon the earlier to occur of the following events: (a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) with respect to Neighborhood 19 (Venice), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20% or more of the special tax levy in Improvement Area No. 5, then termination may occur only upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or (c) with respect to Neighborhood 20 (Melrose), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20(Yo or more of the special tax levy in Improvement Area No. 5, then termination may occur only upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or d) with respect to Neighborhood 24 (Lombard), upon the conveyance of such property to a merchant builder and (i) if the buyer of the property is subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate, then termination may occur upon the conveyance of the property without an assumption agreement, (ii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for less than 20% of the special tax levy in Improvement Area No. 5, then termination may occur upon the conveyance of the property without an assumption agreement, or (iii) if the buyer of the property is not subject to a continuing disclosure certificate such that all newly -acquired property automatically becomes subject to such continuing disclosure certificate and if the property conveyed is responsible for 20% or more of the special tax levy in Improvement Area No. 5, then termination may occur only G-4-5 778 upon execution of an assumption agreement such that the new owner agrees to provide continuing disclosure in the same manner as this Disclosure Agreement; or (e) subject to (b), (c), and (d) above, at such time as the Developer no longer owns any taxable property in Improvement Area No. 5 of the District. For each termination that occurs prior to the final maturity of the Bonds, the Developer shall give notice of such termination in the same manner as for a Listed Event. SECTION 7. Dissemination Agent. The Developer may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Developer, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Developer pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing (i) thirty days written notice to the Developer and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Developer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements or a change in law; (b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and (c) The Developer, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Fiscal Agent. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Developer shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Semiannual Report, or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Developer chooses to include any information in any Semiannual Report, or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Developer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report, or notice of occurrence of a Listed Event. The Developer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities G-4-6 779 Exchange Act of 1934, may apply to the Developer, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such laws. SECTION 10. Default. In the event of a failure of the Developer or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement (as such term is defined therein), and the sole remedy under this Disclosure Agreement in the event of any failure of the Developer to comply with this Disclosure Agreement shall be an action to compel performance. Neither the Developer nor the Dissemination Agent shall have any liability to the Beneficial Owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Agreement. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Developer, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Developer or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Developer as constituting the Semiannual Report required of the Developer in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Semiannual Report. The Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Developer in a timely manner in a form suitable for filing with the Repository. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. SECTION 12. Developer as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Developer is an independent contractor and not an agent of the City. SECTION 13. Notices. Notices should be sent in writing by electronic mail, overnight mail, or regular mail to the following addresses. The following information may be conclusively relied upon until changed in writing. Developer: Underwriter: Dublin Crossing, LLC 12657 Alcosta Blvd., Suite 250 San Ramon, CA 94583 gregory.glenn@brookfieldrp.com Piper Sandler & Co. 3626 Fair Oaks Blvd., Suite 100 Sacramento, CA 95864 G-4-7 780 City: Phone: (916) 361-6520 Email: dennis.mcguire@psc.com City of Dublin 100 Civic Plaza Dublin, CA 94568 Jay.baksa@dublin.ca.gov SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Developer, the City, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. California Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California. SECTION 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: Name: Title: By: Name: Title: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment, LLC, a Delaware limited liability company Its: Member By: Name: Title: G-4-8 781 APPENDIX H BOOK ENTRY SYSTEM The following description of the Depository Trust Company ("DTC'), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds (herein, the "Securities') to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Securities (the "Issuer') nor the trustee, fiscal agent or paying agent appointed with respect to the Securities (the "Agent') takes any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company ("DTC") will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding H-1 782 company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting H-2 783 rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. H-3 784 Dublin Crossing CFD No. 2015-1 -Improvement Area #5 Vt DUBLIN CALIFORNIA 785 Overview of Presentation • Overview of CFD No. 2015-1 • Status of CFD No.20 15-1 • Prior City Council Actions • Review of recommended actions • Discussion of Proposed Bonds Overview of CFD No. 2015-1 • Dublin Crossing Specific Plan includes a maximum of 1,995 residential units, a 30-acre Community Park, two acres of open space, and a school site • Project consists of approximately 190 acres • Development Agreement provided for the formation of a Community Facilities District to fund certain improvements Status of CFD No.2015-I • Improvement Area No. I (33 acres) — 469 residential units (all units sold) — Bonds have been sold/ Proceeds spent • Improvement Area No.2 (39 acres) — 492 residential units (all units sold) — Bonds have been sold/ Proceeds spent • Improvement Area No. 3 (48.5 acres) — 287 residential units (143 sold to homeowners) — Bonds have been sold/ Proceeds spent Status of CFD No.2015-I • Improvement Area No. 4 (15.2 acres) — 266 residential units (153 sold to homeowners) — Bonds have been sold/ $50,319 remain • Improvement Area No. 5 (16.7 acres) — 244 residential units (3 sold to homeowners) • 86 lots sold to builders. 155 lots held by master developer. • As of October I, 2023 — 104 building Permits issued and 5 model homes open (Lennar 3 and Brookfield 2). Prior City Council Actions • June I 5, 2015 - adopted the Resolution of Formation authorizing the financing of the public improvements via the levy of the special taxes upon the taxable property within the five improvement areas of the CFD • July 18, 2017 - adopted Resolution No. 101-17 approving the issuance of $32,740,000 of Special Tax Bonds for Improvement Area No. I • November 18,2018 - adopted Resolution No. I 18-18 approving the issuance of $37,745,000 of Special Tax Bonds for Improvement Area No. 2 Prior City Council Actions • July 20, 202 I - adopted Resolution No. 96-21 approving the issuance of $26,000,000 of Special Tax Bonds for Improvement Area No. 3 • September 20, 2022 - adopted Resolution No. I 16-22 approving the issuance of $28,000,000 of Special Tax Bonds for Improvement Area No.4 Tonight's Action • Resolution authorizes the issuance of Special Tax Bonds for and on behalf of CFD 201 5- I (IA #5) and approves the following documents: — Payable solely from special taxes levied on property within Improvement Area No. 5 of the CFD. • Fiscal Agent Agreement with US Bank — Provides the form of bonds and the administration of both the bond sale proceeds as well as the special tax from which bonds will be repaid. • Purchase Contract with Piper Sandler & Co., as underwriter — Provides for the sale of bonds to underwriter for resale to bond markets. Tonight's Action (Con't) • Preliminary Official Statement provides certain information to enable prospective purchasers to make an informed investment decision. — Update version of POS document provided to the City Council • Updated development information • Included Appendix (A,B,C) • Corrected information — (Please note the City is current on all Continuing Disclosure Requirements and Filings) • Continuing Disclosure Certificate provides for annual disclosure reports and notices of certain listed events related to the CFD and the bonds for the benefit of the bond holders. Proposed Bonds • Non -rated bonds, secured by liens recorded against property in Improvement Area No. 5. • Bonds will have a debt service reserve fund equal to approximately one year of debt service. • Bonds will fund capitalized interest through September I, 2024. • Estimated Value to Lien of 6.53:1 based on estimated par size of $ 17.05M. • Bonds will mature on September I, 2051, debt service will escalate by 2% each year. • Par size of Bonds will not exceed $ 1 8.75M. • True interest cost will not exceed 7.20%. • Underwriter's Discount will not exceed 0.95%. Bond Proceeds • Bond Proceeds will be used to: —Finance the cost of acquiring and constructing certain public infrastructure and/or financing fees paid for capital improvements — Pay Cost of Issuance —Fund the Reserve Fund —Fund Capitalized Interest Finance Team Members • Appraiser — Integra Reality Resources • Bond/Disclosure Counsel —Jones Hall • Fiscal Agent — US Bank • Market Absorption Consultant — RCLCO/Real Estate Advisors • Municipal Advisor — Fieldman, Rolapp & Associates • Special Tax Consultant — Goodwin Consulting • Underwriter —Piper Sandler & Co. Recommendation • Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5; and Approving the Form and Authorizing the Execution of related documents. Questions? sm DUBLIN CALIFORNIA 798 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL Agenda Item 7.2 DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.ECT: Potential Ballot Measures for March or November 2024 Prepared by: Linda Smith, City Manager, and John Bakker, City Attorney EXECUTIVE SUMMARY: Based on direction given at the June 6, 2023 and August 15, 2023 City Council meetings, Staff was tasked with presenting proposed ballot measures for the March 5, 2024 Presidential Primary Election. Those proposed measures include a potential amendment to the Open Space Initiative of 2014 (the OSI) and to Mayor and City Council term limits. The owner of the property that would be the subject of the proposed amendment to the OSI desires additional time for outreach and planning on such a ballot measure, and therefore Staff is not presenting a proposed measure to amend the OSI. Several proposed term limits measures are presented for the City Council's consideration, which could be placed on either the March 5, 2024 or November 5, 2024 statewide elections. STAFF RECOMMENDATION: Deliberate and consider (a) doing nothing or (b) adopting, after determining whether to place the matter on the ballot for the March 5, 2024 Presidential Primary Election or the November 5, 2024 General Election, one of the six proposed resolutions calling an election. FINANCIAL IMPACT: The exact costs of the election are unknown. The Alameda County Registrar of Voters (ROV) indicates that the costs of a March 5, 2024 primary election would be in the range of $244,328- $314,136 based on the City's current voter registration of 34,904. Consolidation with elections held by other agencies could potentially reduce the costs further, but the ROV estimates that the costs would remain in the lower end of the range. There are also limited costs associated with printing the ballot materials, which Staff estimates to be approximately $5,000. Because the City is holding a municipal election on November 5, 2024, the additional costs associated with adding a ballot measure would be limited to the costs of printing the ballot materials. The Fiscal Year 2023-2024 budget included $206,000 for a March 2024 primary election. Page 1 of 6 799 DESCRIPTION: At the August 15, 2023 Study Session, the City Council discussed two potential ballot measures for consideration at this meeting — one related to the Open Space Initiative of 2014 and another related to term limits. At that meeting, Staff was directed to bring back ballot language for both measures for discussion on November 7. Open Space Initiative (OSI) The Dublin OSI, in general, limits the City's ability to consider development outside of its existing City limits, but it required the City Council to study whether to place a measure on the ballot to change the City's General Plan and allow development along the proposed Dublin Boulevard extension between Dublin and Livermore (the Crosby property) and no more than 1,200 feet north of I-580. Following the Study Session, Staff, as directed by the City Council, consulted with the owner of the Crosby property (Crosby). Crosby conferred with various professionals and informed the City that Crosby desires to proceed with planning for an election in November 2024. Crosby indicated that it desires more time for community and stakeholder engagement and outreach, including discussions with the City of Livermore, and that a discussion about ballot placement at tonight's meeting is premature and unnecessary. Given this feedback, Staff determined that it would not be prudent to bring back ballot language at this time for the City Council's consideration. Term Limits On June 6, 2023, the City Council received a report from Staff which included a review of the current Municipal Code provision (shown below), which was approved by the Dublin voters in 1996. "No person shall serve as Councilmember for more than two (2) consecutive terms, nor shall any person serve as Mayor for more than four (4) consecutive terms. In addition: (A) no person who has served as a Councilmember for one (1) term shall serve more than two (2) terms as Mayor if the terms as Councilmember and Mayor are consecutive; (B) no person who has served as Councilmember for two (2) consecutive terms shall serve a consecutive term as Mayor; (C) no person who has served as Mayor for three (3) or four (4) consecutive terms shall serve a consecutive term as a Councilmember; (D) no person who has served as Mayor for two (2) consecutive terms shall serve more than one (1) succeeding consecutive term as Councilmember; (E) no person who has served consecutive terms as Mayor and Councilmember shall serve more than one (1) more consecutive term as Mayor; and (F) no person who has served consecutive terms as Mayor and Councilmember shall serve another consecutive term as Councilmember. As used herein, a person shall be considered to have served a term of office as a Councilmember if such person has served as a Councilmember for two (2) years plus one (1) day and a person shall be considered to have served a term of office as Mayor ifsuch person has served as Mayor for one (1) year plus one (1) day" In addition, the City Council received a report on the term limits in neighboring jurisdictions and Page 2 of 6 800 the report showed that the City of Dublin had the strictest term limit regulations among the cities in Alameda County and the Tri-Valley. As part of the discussion, concerns were raised about moving from at -large elections to district -based elections and whether having such stringent term limits would ultimately affect the continued strong governance structure in the community. At that meeting, the City Council, by consensus, directed Staff to return with draft Ordinance language for the November 2024 General Municipal Election ballot that would ask the voters to limit Mayor and Council terms to 12 years, exclude councilmembers elected prior to the change in term limits, and clean up the current language around defining a term. Then, at its August 15 Study Session, the City Council reviewed the most recent biennial survey and discussed potential ballot measures. At that meeting, the City Council, by a majority, directed Staff to prepare materials for two ballot measures for March 2024, one regarding term limits and the other regarding a potential annexation at the City's eastern edge. As noted previously, the ballot measure for the OSI will not proceed based on a lack of support from the property owner until November 2024. Because of the expressed desires at the June 6 meeting and August 15 Study Session, Staff has brought back various options for the City Council's consideration regarding potential amendments to the term limits ordinance. As a reminder, any amendments to the term limits ordinance require voter approval. Given the various viewpoints and our research on measures that amend term limits (Attachment 1), Staff has produced six different options for the City Council's consideration. Although Staff's judgments about the likelihood of success are unsupported by scientific polling, we have numbered the options on a spectrum from least (Option 1A) to most (Option 3B) likely to succeed based on our research. The following summarizes each of the options and includes the proposed ballot question. The proposed legislation and ballot questions are based on the rationales offered by the City Council at the June 6, 2023 meeting and Staff's review of successful term limits measures. Attachment 2 includes the spectrum of ballot questions in tabular format. Option 1A: Option 1A (Attachment 3) is based on the direction given at the June 6, 2023 City Council meeting, with one exception. It would amend the existing term limits ordinance to (a) increase the number of terms from the equivalent of two city council terms (eight years) to the equivalent of three (12 years) and (b) clarify partial terms language to make clear that half of a term or less is not counted toward the term limit. It also includes some additional non -substantive changes proposed by the City Attorney to eliminate ambiguities in the existing ordinance and/or created by changes in state law. Unlike the direction at the June 6 meeting, Option 1A would apply to the current Mayor and Councilmembers. Proposed ballot question for Option 1A: For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a Page 3 of 6 801 person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers? O ption 1 B: Option 1B (Attachment 4) is identical to Option 1A, except that the amendments would not apply to current Mayor and Councilmembers. The only changes are the addition of text to the ballot question and proposed ordinance reflecting that policy difference. Proposed ballot question for Option 1B: For the purpose ofretaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers? Option 2A: Option 2A (Attachment 5) makes a significant change to the structure of the City's term limits. Presently, the ordinance limits consecutive terms. Thus, under the existing term limits, a person, after hitting the limit, can take a period of time off and run again. Option 2A establishes a lifetime 12-year term limit (see Exhibit A to Attachment 5). Thus, once a person served 12 years, they would no longer be eligible to run for Mayor or City Council. This structure avoids the need for the ordinance to address partial terms. It is Staff's judgment, based on our unscientific research, that such a change would tend to be viewed more favorably by the electorate. Like Option 1A, it applies to the existing Mayor and Councilmembers. Proposed ballot question for Option 2A: For the purpose ofretaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers? O ption 2B: Option 2B (Attachment 6) is identical to Option 2A, except that the amendments would not apply to the current Mayor and Councilmembers. The only changes are the addition of text to the ballot question and proposed ordinance reflecting that policy difference. Proposed ballot question for Option 2B: For the purpose ofretaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers? Page 4 of 6 802 Option 3A: Option 3A (Attachment 7) takes a different approach. It is based on successful measures in Oxnard and Temple City. To increase the chances of success, the term limits changes are part of a larger package of reforms, labeled the Dublin Government Accountability Act. The reforms includes (a) the term limits amendments proposed in Option 1A, (b) a prohibition on councilmembers and commissioners accepting gifts from lobbyists and city contractors, (c) a prohibition on lobbyists sitting on City commissions, and (d) a requirement to post all City contracts on the City's website for public review. Like Options 1A and 2A, it applies to the existing Mayor and Councilmembers. Proposed ballot question for Option 3A: GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from acceptinggifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of12 years for the Mayor and/or City Councilmembers; and require posting of all City contracts on the City's website for public review? Option 3B: Option 3B (Attachment 8) is identical to Option 3A, except that the amendments would not apply to the current Mayor and Councilmembers. Proposed ballot question for Option 3B: GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from acceptinggifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retaining existing term limits for the current Mayor and City Councilmembers; and require posting of all City contracts on the City's website for public review? The City Council will also need to determine at what election the measures would be considered by the electorate. There are upcoming elections on March 5, 2024 and November 5, 2024. For March 5, 2024, arguments and rebuttal arguments need to be submitted by, respectively, December 7, 2023 and December 18, 2023. For November 5, 2024, arguments and rebuttals must be submitted by August 2 and August 13, 2024 respectively. Areas where the dates need to be included are highlighted in the attachments, and the highlighting would be removed from the executed version of the resolution. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. Page 5 of 6 803 ENVIRONMENTAL REVIEW : Placing a City Council and Mayoral term limits measure on the ballot is not a project under CEQA because the proposed changes are, under CEQA Guidelines section 15378(b)(5), an organizational or administrative activity of the City that will not result in direct or indirect physical changes in the environment. ATTACHMENTS: 1) Research on Term Limits Measures 2) Spectrum of Ballot Questions 3) Resolution Calling Election on Option 4) Resolution Calling Election on Option 5) Resolution Calling Election on Option 6) Resolution Calling Election on Option 7) Resolution Calling Election on Option 8) Resolution Calling Election on Option 1A (with proposed ordinance attached as Exhibit A) 1B (with proposed ordinance attached as Exhibit A) 2A (with proposed ordinance attached as Exhibit A) 2B (with proposed ordinance attached as Exhibit A) 3A (with proposed ordinance attached as Exhibit A) 3B (with proposed ordinance attached as Exhibit A) Page 6 of 6 804 Attachment I Success of Ballot Measures Increasing Term Limits Date City Ballot Question Results Yes No 11/8/2016 Albany Shall the Albany City Charter be amended to remove term limits Defeated 34.28% 65.72% for the Albany Unified School District School Board of Education Members, this provision to take effect on January 1, 2023? 11/8/2016 Temple City Shall the Temple City Charter be amended to do the following, Approved 86.35% 13.65% none of which grant the City new powers: prohibit Councilmembers and Commissioners from accepting City contractor or lobbyist gifts without full reimbursement; establish stricter Councilmember contribution and gift restrictions; impose overall limit of four terms for Councilmembers; prohibit City contractors, lobbyists, and employees from serving on City commissions; prohibit Council candidates from accepting City contractor or lobbyist contributions? 6/5/2018 Pinole Shall the City's ordinance limiting the number of successive terms of members of the Pinole City Council be eliminated? A "yes" vote will eliminate the City's existing term limits for Council members. A "no" vote will keep the City's existing term limits for Council members in effect. Defeated 21.14% 78.86% 11/6/2018 Menifee Shall Ordinance 2018-XXX, eliminating term limits applicable to Defeated 28.56% 71.44% the City Council members of the City of Menifee, and to the Mayor of the City of Menifee, be adopted? 11/6/2018 El Dorado County Shall the measure be adopted to amend the El Dorado County Defeated 23.40% 76.60% Charter Section 202 regarding Term Limits for Board of Supervisors to provide that one additional four year term of office be added to extend allowed terms to three, such that Board members shall be limited to three consecutive terms, with no other changes to this Charter Section? 3/3/2020 Oxnard Total 6 To increase fiscal accountability, prevent special interest influence/political conflicts of interest, improve City ethics, governance, transparency without new City powers, shall Oxnard City Code be amended to prohibit elected officials from accepting gifts from lobbyists/City contractors; impose contribution limits on candidates for all elected office; limit Mayor/Councilmembers to three consecutive four-year terms, require posting monthly financial reports and all expensive City contracts on City's website for public review? Approved 82.48% 17.52% Information from: https://ballotpedia.org/Local_term_limits_on_the_ballot and https://bal lotped ia.org/Tem ple_City,_Ca liforn ia,_Contractor_and_Lobbyist_G ifts_Charter_Amendment,_Measu re_AA_(Novem ber_201 6) 805 Attachment 2 Least Likely Option 1A For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers? 5508366.1 Option 1B For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mavor and City Councilmembers? Spectrum of Ballot Measure Questions Option 2A For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers? Option 2B For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existina term limits for the current Mayor and City Councilmembers? Option 3A GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers; and require posting of all City contracts on the City's website for public review? ► Most Likely Option 3B GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retainina existing term limits for the current Mavor and City Councilmembers; and require posting of all City contracts on the City's website for public review? 806 Attachment 3 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE TO AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL; CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND PROVIDING FOR NOTICE THEREFOR WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, only the voters can change or amend term limits of the Mayor and City Council; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of 807 municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. 808 (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the 809 County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5509955.4 810 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN AMENDING SECTION 2.08.050 OF THE DUBLIN MUNICIPAL CODE RELATED TO TERM LIMITS FOR MAYOR AND CITY COUNCIL The People of the City of Dublin do ordain as follows: Section 1. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, (a) any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term." 811 Attachment 4 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE TO AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL; CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND PROVIDING FOR NOTICE THEREFOR WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, only the voters can change or amend term limits of the Mayor and City Council; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of 812 municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for current members of the City Council?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. 813 (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the 814 County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510523.2 815 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN AMENDING SECTION 2.08.050 OF THE DUBLIN MUNICIPAL CODE RELATED TO TERM LIMITS FOR MAYOR AND CITY COUNCIL The People of the City of Dublin do ordain as follows: Section 1. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, (a) any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term. Mayors and Councilmembers who were in office on the effective date of this subdivision may serve only the number of terms allowed at the time of the last election before this provision was enacted." 816 Attachment 5 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE TO AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL; CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND PROVIDING FOR NOTICE THEREFOR WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, only the voters can change or amend term limits of the Mayor and City Council; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of 817 municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. 818 (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the 819 County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510544.2 820 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN AMENDING SECTION 2.08.050 OF THE DUBLIN MUNICIPAL CODE RELATED TO TERM LIMITS FOR MAYOR AND CITY COUNCIL The People of the City of Dublin do ordain as follows: Section 1. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "During her or his lifetime a person may serve no more than 12 years as Mayor, Councilmember, or both, in any combination of terms. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled." 5510544.2 821 822 Attachment 6 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE TO AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL; CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND PROVIDING FOR NOTICE THEREFOR WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve a consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, only the voters can change or amend term limits of the Mayor and City Council; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of 823 municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. 824 (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the 825 County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 826 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN AMENDING SECTION 2.08.050 OF THE DUBLIN MUNICIPAL CODE RELATED TO TERM LIMITS FOR MAYOR AND CITY COUNCIL The People of the City of Dublin do ordain as follows: Section 1. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "During her or his lifetime a person may serve no more than 12 years as Mayor, Councilmember, or both, in any combination of terms. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Mayors and Councilmembers who were in office on the effective date of this subdivision may serve only the number of consecutive terms allowed at the time of the last election before this provision was enacted." 5510674.2 827 Attachment 7 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE ENTITLED "GOVERNMENT ACCOUNTABILITY ACT" TO 1) PROHIBIT COUNCILMEMBERS AND COMMISSIONERS FROM ACCEPTING GIFTS FROM LOBBYISTS AND CITY CONTRACTORS, 2) PROHIBIT LOBBYISTS FROM SITTING ON CITY COMMISSIONS, 3) AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL, 4) REQUIRE POSTING OF CITY CONTRACTS ON THE CITY'S WEBSITE, 5) CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; 6) FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND 7) PROVIDING FOR NOTICE THEREFOR WHEREAS, the City of Dublin prioritizes the community's trust and confidence in City practices, including institutionalizing good government provisions related to fiscal accountability, ethics, and transparency; and WHEREAS, the City of Dublin is committed to building confidence in its efforts to maintain public accountability and transparency; and WHEREAS, the Government Accountability Act would prohibit the Dublin Mayor, members of the City Council, City Clerk, City Treasurer, and Planning Commissioners from accepting gifts from lobbyists or City contractors, eliminating related conflicts of interests; and WHEREAS, the Government Accountability Act would prohibit lobbyists from sitting on City commissions; and WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and 828 WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve a consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, the Government Accountability Act would require the City to post all City contracts on the City's website for public review, expanding transparency and the public's ability to view these types of financial materials; and WHEREAS, the City Council desires to submit a measure entitled the Government Accountability Act to the voters of the City at a Presidential Election to be held on November 5, 2023, and to be consolidated with any other election to be held on that date; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers; and require posting of all City contracts on the City's website for public review?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. 829 Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City 830 Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on _, Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. 831 PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510695.2 832 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN ADOPTING THE DUBLIN GOVERNMENT ACCOUNTABILITY ACT The People of the City of Dublin do ordain as follows: Section 1. Chapter 2.50 is added to Title 2 of the Dublin Municipal Code to read as follows: "Chapter 2.50 PROHIBITION ON ACCEPTANCE OF GIFTS FROM AND SERVICE ON CITY COMMISSIONS BY CITY CONTRACTORS AND LOBBYISTS Section 2.50.010 Prohibition on Acceptance of Gifts. No elected City official or member of a City commission may receive any gift from a City contractor or lobbyist. No person may make, and no elected City official or member of a City commission accept, any gift with the intent to influence an elected City official or members of a City commission in the performance of any official act. No elected City official or members of a City commission may accept or receive any gift from anyone other than the City for the performance of a specific service or act that the elected City official or members of a City commission is expected to render in the regular course of his or her City duties, or for advice about City processes. Section 2.50.020 Prohibition from Serving on Commissions. Lobbyists are not eligible for membership on commissions created by the City Council. A commissioner shall be deemed to have forfeited his or her office upon becoming a lobbyist. Section 2.50.030 Definitions. For purposes of this Chapter, "City contractor" is any person or entity that contracts or is seeking to contract 833 with the City. "Elected City official" shall mean the Mayor or a member of the City Council. "Gift" is any payment or other benefit that confers a personal benefit for which an elected City official or a member of a City commission does not provide payment or services of equal or greater value. A gift includes a rebate or discount in the price of anything of value unless the rebate or discount is made in the regular course of business to members of the public. An elected City official or a member of a City commission has received or accepted a gift when he or she has actual possession of the gift or when he or she takes any action exercising direction or control over the gift, including discarding the gift or turning it over to another person. This includes gifts that are accepted by someone else on the official's behalf and gifts made to others at the direction of the official. A "gift" does not include items that are returned (unused) to the donor, for which the official reimburses the donor within 30 days of receipt, or that are donated unused to a non-profit, tax- exempt (501 (c)(3)) organization in which the official or immediate family member does not hold a position, or to a government agency within 30 days of receipt without claiming a deduction for tax purposes. "Lobbyist" is any person who during the prior 12 months knowingly attempted to influence an elected City official or members of a City commission in any legislative or administrative action. A "member of a City commission" is a commissioner of the Planning Commission, the Human Services Commission, the Parks and Community Services Commission, the Heritage and Cultural Arts Commission, and any other Commission that is created by the City Council of the City of Dublin." Section 2. read as follows: Chapter 2.52 is added to Title 2 of the Dublin Municipal Code to "Chapter 2.52 TRANSPARENCY IN PUBLIC CONTRACTS AND FINANCIAL REPORTING 2.52.010 Posting of City Contracts on City Website for Public Review All agreements requiring City Council approval must be posted on the City's website and be made available to the public prior to City Council 834 action unless the City Attorney determines that to do so would not be in the City's interest. 2.52.020 Posting of Monthly Financial Statements on City Website. To help ensure transparency, the City shall timely post on its website monthly financial reporting including budget to actual results for revenues and expenditures for major funds within the City's annual budget." Section 4. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "2.08.050 Term limits. No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term." Section 6. Severability. If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The voters of the City of Dublin hereby declares that they would have passed this ordinance and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared invalid. 5510695.2 835 Attachment 8 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE ENTITLED "GOVERNMENT ACCOUNTABILITY ACT" TO 1) PROHIBIT COUNCILMEMBERS AND COMMISSIONERS FROM ACCEPTING GIFTS FROM LOBBYISTS AND CITY CONTRACTORS, 2) PROHIBIT LOBBYISTS FROM SITTING ON CITY COMMISSIONS, 3) AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL, 4) REQUIRE POSTING OF CITY CONTRACTS ON THE CITY'S WEBSITE, 5) CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; 6) FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND 7) PROVIDING FOR NOTICE THEREFOR WHEREAS, the City of Dublin prioritizes the community's trust and confidence in City practices, including institutionalizing good government provisions related to fiscal accountability, ethics, and transparency; and WHEREAS, the City of Dublin is committed to building confidence in its efforts to maintain public accountability and transparency; and WHEREAS, the Government Accountability Act would prohibit the Dublin Mayor, members of the City Council, City Clerk, City Treasurer, and Planning Commissioners from accepting gifts from lobbyists or City contractors, eliminating related conflicts of interests; and WHEREAS, the Government Accountability Act would prohibit lobbyists from sitting on City commissions; and WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and 836 WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, the Government Accountability Act would require the City to post all City contracts on the City's website for public review, expanding transparency and the public's ability to view these types of financial materials; and WHEREAS, the City Council desires to submit a measure entitled the Government Accountability Act to the voters of the City at a Presidential Election to be held on 5, 2024, and to be consolidated with any other election to be held on that date; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retaining existing term limits for current members of the City Council; and require posting of all City contracts on the City's website for public review?" 837 Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. 838 (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. 839 PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510750.2 840 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN ADOPTING THE DUBLIN GOVERNMENT ACCOUNTABILITY ACT The People of the City of Dublin do ordain as follows: Section 1. Chapter 2.50 is added to Title 2 of the Dublin Municipal Code to read as follows: "Chapter 2.50 PROHIBITION ON ACCEPTANCE OF GIFTS FROM AND SERVICE ON CITY COMMISSIONS BY CITY CONTRACTORS AND LOBBYISTS Section 2.50.010 Prohibition on Acceptance of Gifts. No elected City official or member of a City commission may receive any gift from a City contractor or lobbyist. No person may make, and no elected City official or member of a City commission accept, any gift with the intent to influence an elected City official or members of a City commission in the performance of any official act. No elected City official or members of a City commission may accept or receive any gift from anyone other than the City for the performance of a specific service or act that the elected City official or members of a City commission is expected to render in the regular course of his or her City duties, or for advice about City processes. Section 2.50.020 Prohibition from Serving on Commissions. Lobbyists are not eligible for membership on commissions created by the City Council. A commissioner shall be deemed to have forfeited his or her office upon becoming a lobbyist. Section 2.50.030 Definitions. For purposes of this Chapter, "City contractor" is any person or entity that contracts or is seeking to contract with the City. 841 "Elected City official" shall mean the Mayor or a member of the City Council. "Gift" is any payment or other benefit that confers a personal benefit for which an elected City official or a member of a City commission does not provide payment or services of equal or greater value. A gift includes a rebate or discount in the price of anything of value unless the rebate or discount is made in the regular course of business to members of the public. An elected City official or a member of a City commission has received or accepted a gift when he or she has actual possession of the gift or when he or she takes any action exercising direction or control over the gift, including discarding the gift or turning it over to another person. This includes gifts that are accepted by someone else on the official's behalf and gifts made to others at the direction of the official. A "gift" does not include items that are returned (unused) to the donor, for which the official reimburses the donor within 30 days of receipt, or that are donated unused to a non-profit, tax- exempt (501(c)(3)) organization in which the official or immediate family member does not hold a position, or to a government agency within 30 days of receipt without claiming a deduction for tax purposes. "Lobbyist" is any person who during the prior 12 months knowingly attempted to influence an elected City official or members of a City commission in any legislative or administrative action. A "member of a City commission" is a commissioner of the Planning Commission, the Human Services Commission, the Parks and Community Services Commission, the Heritage and Cultural Arts Commission, and any other Commission that is created by the City Council of the City of Dublin." Section 2. read as follows: Chapter 2.52 is added to Title 2 of the Dublin Municipal Code to "Chapter 2.52 TRANSPARENCY IN PUBLIC CONTRACTS AND FINANCIAL REPORTING 2.52.010 Posting of City Contracts on City Website for Public Review All agreements requiring City Council approval must be posted on the City's website and be made available to the public prior to City Council action unless the City Attorney determines that to do so would not be in the City's interest. 842 2.52.020 Posting of Monthly Financial Statements on City Website. To help ensure transparency, the City shall timely post on its website monthly financial reporting including budget to actual results for revenues and expenditures for major funds within the City's annual budget." Section 4. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "2.08.050 Term limits. No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term. Mayors and Councilmembers who were in office on the effective date of this subdivision may serve only the number of terms allowed at the time of the last election before this provision was enacted." Section 6. Severability. If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The voters of the City of Dublin hereby declares that they would have passed this ordinance and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared invalid. 5510750.2 843 November 7, 2023 SB 343 Senate Bill 343 mandates supplemental materials that have been received by the City Clerk's office that relate to an agenda item after the agenda packets have been distributed to the City Council be available to the public. The attached documents were received in the City Clerk's office after distribution of the November 7, 2023, Regular City Council meeting agenda packet. Item 7.2 844 DUBLIN CALIFORNIA THE NEW AMERICAN BACKYARD CITY MANAGER'S OFFICE MEMORANDUM DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Item 7.2 Potential Ballot Measure for March or December 2024 The November 7, 2023, City Council Meeting includes an item to consider a potential ballot measure regarding term limits for the March or December 2024 statewide elections. The Staff Report, Attachment 2, Attachment 4, and Attachment 8 have been updated to correct errors. The following are the changes made: Staff Report (page 4) Option 1B: Option 1B (Attachment 4) is identical to Option 1A, except that the amendments would not apply to current Mayor and Councilmembers. The only changes are the addition of text to the ballot question and proposed ordinance reflecting that policy difference. Proposed ballot question for Option 1B: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional consecutive terms after a break in service that exceed 10 vears, shall the Dublin Municipal Code be amended to impose a lifetime consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers?" Attachment 2 — Option 1B For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional consecutive terms after a break in service that exceed 10 years, shall the Dublin Municipal Code be amended to impose a lifetime consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers? 845 Attachment 4 — Resolution Calling Election on Option 1B Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current mcmbcrs of the City Council Mayor and Councilmembers?" Attachment 8 — Resolution Calling Election on Option 3B Section 2. The ballot question for the proposed ordinance shall be as follows: "GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retaining existing term limits for the current members of the City Council Mayor and City Councilmembers; and require posting of all City contracts on the City's website for public review?" 846 r STAFF REPORT DUBLIN CITY COUNCIL CALIFORNIA DATE: November 7, 2023 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager Agenda Item 7.2 SUBJECT: Potential Ballot Measures for March or November 2024 Prepared by: Linda Smith, City Manager, and John Bakker, City Attorney EXECUTIVE SUMMARY: Based on direction given at the June 6, 2023 and August 15, 2023 City Council meetings, Staff was tasked with presenting proposed ballot measures for the March 5, 2024 Presidential Primary Election. Those proposed measures include a potential amendment to the Open Space Initiative of 2014 (the OSI) and to Mayor and City Council term limits. The owner of the property that would be the subject of the proposed amendment to the OSI desires additional time for outreach and planning on such a ballot measure, and therefore Staff is not presenting a proposed measure to amend the OSI. Several proposed term limits measures are presented for the City Council's consideration, which could be placed on either the March 5, 2024 or November 5, 2024 statewide elections. STAFF RECOMMENDATION: Deliberate and consider (a) doing nothing or (b) adopting, after determining whether to place the matter on the ballot for the March 5, 2024 Presidential Primary Election or the November 5, 2024 General Election, one of the six proposed resolutions calling an election. FINANCIAL IMPACT: The exact costs of the election are unknown. The Alameda County Registrar of Voters (ROV) indicates that the costs of a March 5, 2024 primary election would be in the range of $244,328- $314,136 based on the City's current voter registration of 34,904. Consolidation with elections held by other agencies could potentially reduce the costs further, but the ROV estimates that the costs would remain in the lower end of the range. There are also limited costs associated with printing the ballot materials, which Staff estimates to be approximately $5,000. Because the City is holding a municipal election on November 5, 2024, the additional costs associated with adding a ballot measure would be limited to the costs of printing the ballot materials. Page 1 of 6 847 The Fiscal Year 2023-2024 budget included $206,000 for a March 2024 primary election. DESCRIPTION: At the August 15, 2023 Study Session, the City Council discussed two potential ballot measures for consideration at this meeting — one related to the Open Space Initiative of 2014 and another related to term limits. At that meeting, Staff was directed to bring back ballot language for both measures for discussion on November 7. Open Space Initiative (OSI) The Dublin OSI, in general, limits the City's ability to consider development outside of its existing City limits, but it required the City Council to study whether to place a measure on the ballot to change the City's General Plan and allow development along the proposed Dublin Boulevard extension between Dublin and Livermore (the Crosby property) and no more than 1,200 feet north of I-580. Following the Study Session, Staff, as directed by the City Council, consulted with the owner of the Crosby property (Crosby). Crosby conferred with various professionals and informed the City that Crosby desires to proceed with planning for an election in November 2024. Crosby indicated that it desires more time for community and stakeholder engagement and outreach, including discussions with the City of Livermore, and that a discussion about ballot placement at tonight's meeting is premature and unnecessary. Given this feedback, Staff determined that it would not be prudent to bring back ballot language at this time for the City Council's consideration. Term Limits On June 6, 2023, the City Council received a report from Staff which included a review of the current Municipal Code provision (shown below), which was approved by the Dublin voters in 1996. "No person shall serve as Councilmember for more than two (2) consecutive terms, nor shall any person serve as Mayor for more than four (4) consecutive terms. In addition: (A) no person who has served as a Councilmember for one (1) term shall serve more than two (2) terms as Mayor if the terms as Councilmember and Mayor are consecutive; (B) no person who has served as Councilmember for two (2) consecutive terms shall serve a consecutive term as Mayor; (C) no person who has served as Mayor for three (3) or four (4) consecutive terms shall serve a consecutive term as a Councilmember; (D) no person who has served as Mayor for two (2) consecutive terms shall serve more than one (1) succeeding consecutive term as Councilmember; (E) no person who has served consecutive terms as Mayor and Councilmember shall serve more than one (1) more consecutive term as Mayor; and (F) no person who has served consecutive terms as Mayor and Councilmember shall serve another consecutive term as Councilmember. As used herein, a person shall be considered to have Page 2 of 6 848 served a term of office as a Councilmember if such person has served as a Councilmember for two (2) years plus one (1) day and a person shall be considered to have served a term of office as Mayor if such person has served as Mayor for one (1) year plus one (1) day." In addition, the City Council received a report on the term limits in neighboring jurisdictions and the report showed that the City of Dublin had the strictest term limit regulations among the cities in Alameda County and the Tri-Valley. As part of the discussion, concerns were raised about moving from at -large elections to district -based elections and whether having such stringent term limits would ultimately affect the continued strong governance structure in the community. At that meeting, the City Council, by consensus, directed Staff to return with draft Ordinance language for the November 2024 General Municipal Election ballot that would ask the voters to limit Mayor and Council terms to 12 years, exclude councilmembers elected prior to the change in term limits, and clean up the current language around defining a term. Then, at its August 15 Study Session, the City Council reviewed the most recent biennial survey and discussed potential ballot measures. At that meeting, the City Council, by a majority, directed Staff to prepare materials for two ballot measures for March 2024, one regarding term limits and the other regarding a potential annexation at the City's eastern edge. As noted previously, the ballot measure for the OSI will not proceed based on a lack of support from the property owner until November 2024. Because of the expressed desires at the June 6 meeting and August 15 Study Session, Staff has brought back various options for the City Council's consideration regarding potential amendments to the term limits ordinance. As a reminder, any amendments to the term limits ordinance require voter approval. Given the various viewpoints and our research on measures that amend term limits (Attachment 1), Staff has produced six different options for the City Council's consideration. Although Staffs judgments about the likelihood of success are unsupported by scientific polling, we have numbered the options on a spectrum from least (Option 1A) to most (Option 3B) likely to succeed based on our research. The following summarizes each of the options and includes the proposed ballot question. The proposed legislation and ballot questions are based on the rationales offered by the City Council at the June 6, 2023 meeting and Staffs review of successful term limits measures. Attachment 2 includes the spectrum of ballot questions in tabular format. Option I A: Option 1A (Attachment 3) is based on the direction given at the June 6, 2023 City Council meeting, with one exception. It would amend the existing term limits ordinance to (a) increase the number of terms from the equivalent of two city council terms (eight years) to the equivalent of three (12 years) and (b) clarify partial terms language to make clear that half Page 3 of 6 849 of a term or less is not counted toward the term limit. It also includes some additional non - substantive changes proposed by the City Attorney to eliminate ambiguities in the existing ordinance and/or created by changes in state law. Unlike the direction at the June 6 meeting, Option 1A would apply to the current Mayor and Councilmembers. Proposed ballot question for Option 1A: For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers? Option I B: Option 1B (Attachment 4) is identical to Option 1A, except that the amendments would not apply to current Mayor and Councilmembers. The only changes are the addition of text to the ballot question and proposed ordinance reflecting that policy difference. Proposed ballot question for Option 1B: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional consecutive terms after a break in service that exceed 10 years. shall the Dublin Municipal Code be amended to impose a lifetime consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers?" Option 2A: Option 2A (Attachment 5) makes a significant change to the structure of the City's term limits. Presently, the ordinance limits consecutive terms. Thus, under the existing term limits, a person, after hitting the limit, can take a period of time off and run again. Option 2A establishes a lifetime 12-year term limit (see Exhibit A to Attachment 5). Thus, once a person served 12 years, they would no longer be eligible to run for Mayor or City Council. This structure avoids the need for the ordinance to address partial terms. It is Staffs judgment, based on our unscientific research, that such a change would tend to be viewed more favorably by the electorate. Like Option 1A, it applies to the existing Mayor and Councilmembers. Proposed ballot question for Option 2A: For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers? Page 4 of 6 850 Option 2B: Option 2B (Attachment 6) is identical to Option 2A, except that the amendments would not apply to the current Mayor and Councilmembers. The only changes are the addition of text to the ballot question and proposed ordinance reflecting that policy difference. Proposed ballot question for Option 2B: For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mayor and City Councilmembers? Option 3A: Option 3A (Attachment 7) takes a different approach. It is based on successful measures in Oxnard and Temple City. To increase the chances of success, the term limits changes are part of a larger package of reforms, labeled the Dublin Government Accountability Act. The reforms includes (a) the term limits amendments proposed in Option 1A, (b) a prohibition on councilmembers and commissioners accepting gifts from lobbyists and city contractors, (c) a prohibition on lobbyists sitting on City commissions, and (d) a requirement to post all City contracts on the City's website for public review. Like Options 1A and 2A, it applies to the existing Mayor and Councilmembers. Proposed ballot question for Option 3A: GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers; and require posting of all City contracts on the City's website for public review? Option 3B: Option 3B (Attachment 8) is identical to Option 3A, except that the amendments would not apply to the current Mayor and Councilmembers. Proposed ballot question for Option 3B: GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retaining existing term limits for the current Mayor and City Councilmembers; and require posting of all City contracts on the City's website for public review? Page 5 of 6 851 The City Council will also need to determine at what election the measures would be considered by the electorate. There are upcoming elections on March 5, 2024 and November 5, 2024. For March 5, 2024, arguments and rebuttal arguments need to be submitted by, respectively, December 7, 2023 and December 18, 2023. For November 5, 2024, arguments and rebuttals must be submitted by August 2 and August 13, 2024 respectively. Areas where the dates need to be included are highlighted in the attachments, and the highlighting would be removed from the executed version of the resolution. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ENVIRONMENTAL REVIEW: Placing a City Council and Mayoral term limits measure on the ballot is not a project under CEQA because the proposed changes are, under CEQA Guidelines section 15378(b)(5), an organizational or administrative activity of the City that will not result in direct or indirect physical changes in the environment. ATTACHMENTS: 1) Research on Term Limits Measures 2) Spectrum of Ballot Questions 3) Resolution Calling Election on Option 4) Resolution Calling Election on Option 5) Resolution Calling Election on Option 6) Resolution Calling Election on Option 7) Resolution Calling Election on Option 8) Resolution Calling Election on Option 1A (with proposed ordinance attached as Exhibit A) 1B (with proposed ordinance attached as Exhibit A) 2A (with proposed ordinance attached as Exhibit A) 2B (with proposed ordinance attached as Exhibit A) 3A (with proposed ordinance attached as Exhibit A) 3B (with proposed ordinance attached as Exhibit A) Page 6 of 6 852 Attachment 2 Least Likely Option 1A For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers? 5508366.3 Option 1B For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional consecutive terms after a break in service that exceed 10 years, shall the Dublin Municipal Code be amended to impose a lifetime consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current Mavor and City Councilmembers? Spectrum of Ballot Measure Questions Option 2A For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers? Option 2B For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve additional terms after a break in service, shall the Dublin Municipal Code be amended to impose a lifetime term limit of 12 years for the Mayor and/or City Councilmembers while retaining existina term limits for the current Mayor and City Councilmembers? Option 3A GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers; and require posting of all City contracts on the City's website for public review? ► Most Likely Option 3B GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retainina existing term limits for the current Mavor and City Councilmembers; and require posting of all City contracts on the City's website for public review? 853 Attachment 4 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE TO AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL; CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND PROVIDING FOR NOTICE THEREFOR WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, only the voters can change or amend term limits of the Mayor and City Council; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of 854 municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "For the purpose of retaining expertise as the City transitions to electing City Councilmembers from districts and eliminating an existing loophole that allows a person to serve consecutive terms that exceed 10 years, shall the Dublin Municipal Code be amended to impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers while retaining existing term limits for the current members of the City Council Mayor Councilmembers?" Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. 855 (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the 856 County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510523.2 857 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN AMENDING SECTION 2.08.050 OF THE DUBLIN MUNICIPAL CODE RELATED TO TERM LIMITS FOR MAYOR AND CITY COUNCIL The People of the City of Dublin do ordain as follows: Section 1. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, (a) any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term. Mayors and Councilmembers who were in office on the effective date of this subdivision may serve only the number of terms allowed at the time of the last election before this provision was enacted." 858 Attachment 8 RESOLUTION NO. XX - 23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ORDERING THE SUBMISSION TO THE QUALIFIED ELECTORS OF THE CITY OF DUBLIN AN ORDINANCE ENTITLED "GOVERNMENT ACCOUNTABILITY ACT" TO 1) PROHIBIT COUNCILMEMBERS AND COMMISSIONERS FROM ACCEPTING GIFTS FROM LOBBYISTS AND CITY CONTRACTORS, 2) PROHIBIT LOBBYISTS FROM SITTING ON CITY COMMISSIONS, 3) AMEND THE TERM LIMITS FOR MAYOR AND CITY COUNCIL, 4) REQUIRE POSTING OF CITY CONTRACTS ON THE CITY'S WEBSITE, 5) CALLING FOR AN ELECTION TO BE CONSOLIDATED WITH THE STATEWIDE ELECTION TO BE HELD ON 5, 2024; 6) FIXING THE DATE AND MANNER OF THE ELECTION AND THE PROCEDURE FOR VOTING THEREIN; AND 7) PROVIDING FOR NOTICE THEREFOR WHEREAS, the City of Dublin prioritizes the community's trust and confidence in City practices, including institutionalizing good government provisions related to fiscal accountability, ethics, and transparency; and WHEREAS, the City of Dublin is committed to building confidence in its efforts to maintain public accountability and transparency; and WHEREAS, the Government Accountability Act would prohibit the Dublin Mayor, members of the City Council, City Clerk, City Treasurer, and Planning Commissioners from accepting gifts from lobbyists or City contractors, eliminating related conflicts of interests; and WHEREAS, the Government Accountability Act would prohibit lobbyists from sitting on City commissions; and WHEREAS, in November 1996 regulations governing Mayor and City Council term limits were approved by Dublin voters and as a result set the maximum consecutive terms for Mayor and Council at, respectively, four terms and two terms for a total of 8 years, subject to an exception for a partial term that is less than 1 or 2 years, respectively, for the Mayor and City Council; and WHEREAS, the City's term limits are among the shortest in Alameda County and the Tri-Valley region; and WHEREAS, in 2024 the City of Dublin will transition to district -based elections; and 859 WHEREAS, adding an additional 4 years to the limit on consecutive terms will contribute to the continuity on the City Council that is required with the transition to district - based elections; and WHEREAS, due to the changes in state law since the 1996 enactment of the term limits that effect the length of Mayor and City Council, a loophole exists in the existing term limits that can allow a person to serve consecutive terms that exceeds 10 years; and WHEREAS, the measure proposed by this resolution would impose a consecutive term limit of 12 years for the Mayor and/or City Councilmembers and close the existing loophole in the City's term limits; and WHEREAS, the Government Accountability Act would require the City to post all City contracts on the City's website for public review, expanding transparency and the public's ability to view these types of financial materials; and WHEREAS, the City Council desires to submit a measure entitled the Government Accountability Act to the voters of the City at a Presidential Election to be held on 5, 2024, and to be consolidated with any other election to be held on that date; and WHEREAS, provisions of the Elections Code set forth the procedures and requirements for the submission of measures to the voters, including: consolidation of municipal and statewide elections, placement on the ballot, amendment and withdrawal, submission of ballot arguments, preparation of impartial analysis and rebuttal arguments. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY RESOLVE AND ORDER AS FOLLOWS: Section 1. That pursuant to the requirements of the Elections Code of the State of California and other applicable law, there is called and ordered to be held in the City of Dublin, California, on 5, 2024, and the measure that would adopt an ordinance amending the term limits of the Mayor and City Council shall be included on this ballot. Section 2. The ballot question for the proposed ordinance shall be as follows: "GOVERNMENT ACCOUNTABILITY ACT. Shall the Dublin Municipal Code be amended to prohibit councilmembers and commissioners from accepting gifts from lobbyists and city contractors; prohibit lobbyists from sitting on City commissions; impose a combined term limit of 12 years for the Mayor and/or City Councilmembers, while retaining existing term limits for current members „f the City Council Manor and City Councilmember. ; and require posting of all City contracts on the City's website for public review?" 860 Section 3. The Ordinance to be considered by the voters pursuant to Section 2 of this Resolution is as set forth in Exhibit A. Section 4. (a) An election on the measure set forth in Section 2 shall be held in consolidation with the statewide election to be held on 5, 2024 and shall be held and conducted in the manner prescribed in section 10418 of the Elections Code of the State of California. (b) The election on the measure set forth in Section 2 shall be held and conducted, the votes canvassed and the returns made, and the results ascertained and determined as provided for herein and within the Elections Code. (c) The election for the measure set forth Section 2 shall be held as required by law, and the Alameda County Registrar of Voters is authorized to canvas the returns of that election with respect to the votes cast in the City of Dublin. (d) At the next regular meeting of the City Council of the City of Dublin occurring after the returns of the election for the measure set forth in Section 2 have been canvassed and the certification of the results provided to the City Council, the City Council shall cause to be entered in its minutes a statement of the results of the election. Section 5. (a) In accordance with Elections Code sections 9282 and 9283, arguments submitted for or against the measure shall not exceed 300 words in length, and shall be printed upon the same sheet of paper and mailed to each voter with the sample ballot for the election and may be signed by not more than five persons. (b) In accordance with Elections Code section 9282, the following headings, as appropriate, shall precede the arguments' wording, but shall not be counted in the 300 word maximum: "Argument Against Measure " or "Argument In Favor of Measure _ " (the blank spaces being filled only with the letter or number, if any, designating the measure). (c) In accordance with Elections Code section 9283, printed arguments submitted to voters in accordance with section 9282 of the Elections Code shall be filed with the City Clerk, accompanied by the printed name(s) and signature(s) of the author(s) submitting it or, if submitted on behalf of an organization, the name of the organization and the printed name and signature of at least one of its principal officers. Arguments are due in the office of the City Clerk prior to 4:00 p.m., on , (d) The City Council may authorize, by motion, a member or members to prepare a draft argument against the measure and to return the draft for consideration and adoption by the City Council at a duly noticed meeting of the City Council. In accordance with Elections Code section 9282, any councilmembers authorized by the City Council to do so may sign the argument against the measure. 861 (e) Alternatively, pursuant to Elections Code section Elections Code section 9282(b), the City Council may authorize, by motion, a member or members of the City Council to cooperate with members of the community and/or interested parties and/or organizations to prepare a draft argument against the measure. Section 6. (a) Pursuant to Elections Code section 9285, when the City Clerk has selected the arguments for and against the measure, that will be printed and distributed to the voters, the City Clerk shall send copies of the argument in favor of the measure to the authors of the argument against, and copies of the argument against to the authors of the argument in favor. Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument that it seeks to rebut. (b) Rebuttal arguments shall not exceed 250 words and shall not be signed by more than five persons. The persons that sign the rebuttal arguments may be different persons than the persons that signed the direct arguments. (c) The last day for submission of rebuttal arguments for or against the measure shall be by 4:00 p.m. on Section 7. In accordance with Elections Code section 9280, the City Attorney is directed to file with the City Clerk an impartial analysis of the measure, not to exceed 500 words, showing the effect of the measure on the existing law and the operation of the measure. Section 8. The City of Dublin recognizes that additional costs may be incurred by the County by reason of the measure and agrees to reimburse the County for such costs. The City Manager is hereby authorized and directed to appropriate the necessary funds to pay for the City's cost of placing the measure on the election ballot. Section 9. (a) The City Clerk is directed to file a certified copy of this resolution with the Board of Supervisors of Alameda County and the Alameda County Elections Department. The City Clerk is hereby authorized and directed to take all steps necessary to place the measure on the ballot and to cause a synopsis of the measure attached as Section 10 to be published once in a newspaper of general circulation in accordance with California Elections Code. A copy of the measure shall be made available to any voter upon request. The City Clerk is authorized and directed to give further additional notice of the measure in the time, form, and manner required by law. (b) In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections. 862 PASSED, APPROVED AND ADOPTED this , by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 5510750.2 863 Exhibit A AN ORDINANCE OF THE CITY OF DUBLIN ADOPTING THE DUBLIN GOVERNMENT ACCOUNTABILITY ACT The People of the City of Dublin do ordain as follows: Section 1. Chapter 2.50 is added to Title 2 of the Dublin Municipal Code to read as follows: "Chapter 2.50 PROHIBITION ON ACCEPTANCE OF GIFTS FROM AND SERVICE ON CITY COMMISSIONS BY CITY CONTRACTORS AND LOBBYISTS Section 2.50.010 Prohibition on Acceptance of Gifts. No elected City official or member of a City commission may receive any gift from a City contractor or lobbyist. No person may make, and no elected City official or member of a City commission accept, any gift with the intent to influence an elected City official or members of a City commission in the performance of any official act. No elected City official or members of a City commission may accept or receive any gift from anyone other than the City for the performance of a specific service or act that the elected City official or members of a City commission is expected to render in the regular course of his or her City duties, or for advice about City processes. Section 2.50.020 Prohibition from Serving on Commissions. Lobbyists are not eligible for membership on commissions created by the City Council. A commissioner shall be deemed to have forfeited his or her office upon becoming a lobbyist. Section 2.50.030 Definitions. For purposes of this Chapter, "City contractor" is any person or entity that contracts or is seeking to contract with the City. 864 "Elected City official" shall mean the Mayor or a member of the City Council. "Gift" is any payment or other benefit that confers a personal benefit for which an elected City official or a member of a City commission does not provide payment or services of equal or greater value. A gift includes a rebate or discount in the price of anything of value unless the rebate or discount is made in the regular course of business to members of the public. An elected City official or a member of a City commission has received or accepted a gift when he or she has actual possession of the gift or when he or she takes any action exercising direction or control over the gift, including discarding the gift or turning it over to another person. This includes gifts that are accepted by someone else on the official's behalf and gifts made to others at the direction of the official. A "gift" does not include items that are returned (unused) to the donor, for which the official reimburses the donor within 30 days of receipt, or that are donated unused to a non-profit, tax- exempt (501(c)(3)) organization in which the official or immediate family member does not hold a position, or to a government agency within 30 days of receipt without claiming a deduction for tax purposes. "Lobbyist" is any person who during the prior 12 months knowingly attempted to influence an elected City official or members of a City commission in any legislative or administrative action. A "member of a City commission" is a commissioner of the Planning Commission, the Human Services Commission, the Parks and Community Services Commission, the Heritage and Cultural Arts Commission, and any other Commission that is created by the City Council of the City of Dublin." Section 2. Chapter 2.52 is added to Title 2 of the Dublin Municipal Code to read as follows: "Chapter 2.52 TRANSPARENCY IN PUBLIC CONTRACTS AND FINANCIAL REPORTING 2.52.010 Posting of City Contracts on City Website for Public Review All agreements requiring City Council approval must be posted on the City's website and be made available to the public prior to City Council action unless the City Attorney determines that to do so would not be in the City's interest. 865 2.52.020 Posting of Monthly Financial Statements on City Website. To help ensure transparency, the City shall timely post on its website monthly financial reporting including budget to actual results for revenues and expenditures for major funds within the City's annual budget." Section 4. Section 2.08.050 of the Dublin Municipal Code, entitled Term Limits, is amended to read as follows: "2.08.050 Term limits. No person shall serve consecutive terms as Councilmember, Mayor, or any combination of Councilmember or Mayor that would exceed 12 years. For the exclusive purpose of measuring duration under this provision and for no other purpose, the terms of Mayor and Councilmembers shall be deemed to start and end on December 1 following the general municipal election at which such office, as the case may be, is regularly filled. Notwithstanding the foregoing, any partial term served by a Councilmember or Mayor shall not be considered a consecutive term if it commenced on or after the first (with respect to the Mayor) or second (with respect to a Councilmember) anniversary of the date on which the former incumbent's term commenced, and in such cases the initial consecutive term shall be deemed to have commenced under this Section when the Councilmember or Mayor commences his or her subsequent term. Mayors and Councilmembers who were in office on the effective date of this subdivision may serve only the number of terms allowed at the time of the last election before this provision was enacted." Section 6. Severability. If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The voters of the City of Dublin hereby declares that they would have passed this ordinance and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared invalid. 5510750.2 866 ALAMEDA COUNTY FIREFIGHTERS 369 - 1 Sih Street • Oakland, CA 94612 INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS LOCAL 55 November 7, 2023 Mayor Hernandez Vice -Mayor McCorriston Council -member Josey Council -member Hu Council -member Qaadri Sent via Email Only Dear Mayor Hernandez and Council Members, I am writing to express support from Local 55 regarding potential changes to the Mayor and City Council elections. The six options presented all have merit and are sound policy for any city. Local 55 would encourage support of option 3A for the March primary election. This is good governance and provides for stability for those currently elected to the council as well as eliminating confusion in November when district elections take place for the first time. Thank you for taking the time to consider this matter, and I look forward to positive change moving forward. Sincerely, Sean Burrows President 867