Dublin City Council
September 20, 2022

September 20, 2022 Dublin City Council Regular Meeting Agenda 1

COUNCILMEMBERS City Council Chamber
Melissa Hernandez, Mayor Dublin Civic Center
Jean Josey, Vice Mayor 100 Civic Plaza
Shawn Kumagai, Councilmember Dublin, CA 94568
Dr. Sherry Hu, Councilmember www.dublin.ca.gov
Michael McCorriston, Councilmember

Regular Meeting of the

DUBLIN CITY COUNCIL

Tuesday, September 20, 2022 Location: City Council Chamber 100 Civic Plaza
Dublin, CA 94568

CLOSED SESSION 6:30 PM
REGULAR MEETING 7:00 PM

Pursuant to AB 361, the City is authorized to hold public meetings via teleconferencing and to make public meetings accessible telephonically or otherwise electronically to all members of the public, without making available any physical location for the public.

Additional Meeting Procedures Available During the COVID-19 Pandemic

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.ca.gov/ccmeetings

Members of the public who wish to participate in the meeting 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, September 20, 2022. Upon submission, you will receive Zoom link information from the City Clerk. Speakers slips will be accepted until the public comment period 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.

1 September 20, 2022 Dublin City Council Regular Meeting Agenda 2

CLOSED SESSION 6:30 PM

I. Conference with Labor Negotiators
Agency Designated Representatives: Mayor Hernandez and Councilmember Hu Unrepresented Employee: City Attorney

REGULAR MEETING 7:00 PM

1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE

2. REPORT ON CLOSED SESSION

3. ORAL COMMUNICATIONS

3.1 Introduction of Dublin Police Services Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele
Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele, who began working with Dublin Police Services on July 5, 2022, will be introduced to the City Council. The Behavioral Health Unit will be assisting in bridging the gap in services revolving around victim advocacy, juvenile diversion, and family counseling, and assisting the unsheltered and those with substance and mental health issues.

STAFF RECOMMENDATION:

Welcome Dublin Police Services Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele.

Staff Report

3.2 Employee Introductions
New City of Dublin Staff members, Felicia Escover with the Economic Development Department, Tony Lam and Liz Rivera with the Parks and Community Services Department, and Linda Ajello with the Community Development Department, will be introduced.

STAFF RECOMMENDATION:

Welcome the new City of Dublin Staff members.

Staff Report

3.3 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).

4. 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.

2 September 20, 2022 Dublin City Council Regular Meeting Agenda 3

4.1 Approval of the September 6, 2022 Regular City Council Meeting Minutes The City Council will consider approval of the minutes of the September 6, 2022 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the September 6, 2022 Regular City Council Meeting.

Staff Report
Attachment 1 - September 6, 2022 Regular City Council Meeting Minutes

4.2 Revisions to the Personnel System
The City Council will consider proposed changes to certain documents that are part of the City’s current Personnel System Rules and Position Allocation Plan. The proposed adjustments are based on the need to account for the new health premium rates, and to add certain positions to the City’s workforce beginning in Fiscal Year 2022-23.

STAFF RECOMMENDATION:

Adopt the following: 1) Resolution Amending the Benefit Plan; 2) Resolution Amending the Classification Plan; 3) Resolution Amending the Salary Plan for Full- Time Personnel; and 4) Resolution Amending the City of Dublin Position Allocation Plan for Fiscal Year 2022-23; and approve the budget change.

Staff Report
Attachment 1 - Resolution Amending the Benefit Plan
Attachment 2 - Resolution Amending the Classification Plan Attachment 3 - Exhibit A to the Resolution - Maintenance Coordinator Job Specification Attachment 4 - Exhibit B to the Resolution - Geographic Information Systems (GIS) Coordinator Job Specification
Attachment 5 - Resolution Amending the Salary Plan for Full-Time Personnel Attachment 6 - Resolution Amending the City of Dublin Position Allocation Plan FY 2022- 23 Attachment 7 - Exhibit A to the Resolution - Position Allocation Plan for Fiscal Year 2022- 23 Attachment 8 - Budget Change Request

4.3 Amendment to the Agreement with Goodwin Consulting Group, Inc.

The City Council will consider approving an amendment to the agreement with Goodwin Consulting Group, Inc. for on-call special tax and disclosure services related to formation, annexation, and administration of community facilities districts.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Amendment to the Agreement with Goodwin Consulting Group, Inc.

Staff Report
Attachment 1 - Resolution Approving a First Amendment to the Agreement with Goodwin Consulting Group, Inc.

Attachment 2 - Exhibit A to the Resolution - First Amendment to Consulting Services Agreement Between the City of Dublin and Goodwin Consulting Group, Inc.

Attachment 3 - Consulting Services Agreement Between the City of Dublin and Goodwin Consulting Group, Inc.

3 September 20, 2022 Dublin City Council Regular Meeting Agenda 4

4.4 City Proclamations for the Month of October
The City Council will consider the following proclamations for the month of October in the City of Dublin: Walk and Roll to School, Fire Prevention Week, Red Ribbon Week, Bullying Prevention Month & Unity Day, Energy Action Month, Breast Cancer Awareness Month, Domestic Violence Awareness Month, Youth Justice Awareness Month, Disability Employment Awareness Month, Cybersecurity Awareness Month, Arts and Humanities Month, Global Diversity Awareness Month, Children's Environmental Health Month, Manufacturing Day, and Substance Abuse Prevention Month.

STAFF RECOMMENDATION:

Approve the proclamations.

Staff Report
Attachment 1 - Walk and Roll to School Proclamation
Attachment 2 - Fire Prevention Week Proclamation
Attachment 3 - Red Ribbon Week Proclamation
Attachment 4 - Bullying Prevention Month and Unity Day Proclamation Attachment 5 - Energy Action Month Proclamation
Attachment 6 - Breast Cancer Awareness Month Proclamation Attachment 7 - Domestic Violence Awareness Month Proclamation Attachment 8 - Youth Justice Action Month Proclamation
Attachment 9 - Disability Employment Awareness Month Proclamation Attachment 10 - Cybersecurity Awareness Month Proclamation Attachment 11 - Arts and Humanities Month Proclamation
Attachment 12 - Global Diversity Awareness Month Proclamation Attachment 13 - Children's Environmental Health Month Proclamation Attachment 14 - Manufacturing Day Proclamation
Attachment 15 - Substance Abuse Prevention Month Proclamation

4.5 Contract Change Order Authorization for Cricket Field Fencing at Fallon Sports Park - Phase 3
The City Council will consider increasing the contract change order authority of the City Manager for Fallon Sports Park - Phase 3, to allow the contractor, Suarez and Munoz Construction, Inc., to provide fencing and netting at the cricket field.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing the City Manager to Approve Contract Change Orders with Suarez and Munoz Construction, Inc. for the Fallon Sports Park - Phase 3 Project, CIP No. PK0119.

Staff Report
Attachment 1 - Resolution Authorizing the City Manager to Approve Contract Change Orders with Suarez and Munoz Construction, Inc. for Fallon Sports Park - Phase 3, CIP No. PK0119
Attachment 2 - CIP No. PK0119.pdf
Attachment 3 - Resolution No. 15-21 Approving the Plans and Specifications, Rejecting a Bid Protest, and Awarding a Contract to Suarez and Munoz Construction, Inc. for the Fallon Sports Park - Phase 3 Project CIP No. PK0119
Attachment 4 - Aerial Site Plan

4 September 20, 2022 Dublin City Council Regular Meeting Agenda 5

4.6 Payment Issuance Report and Electronic Funds Transfers The City Council will receive a listing of payments issued from July 1, 2022 - August 31, 2022 totaling $25,865,698.89.

STAFF RECOMMENDATION:

Receive the report.

Staff Report
Attachment 1 - Payment Issuance Report for July through August 2022 from Eden Attachment 2 - Payment Issuance Report for July through August 2022 from Munis

5. WRITTEN COMMUNICATION – None.

6. PUBLIC HEARING – None.

7. UNFINISHED BUSINESS

7.1 Approval of Plans and Specifications, Award of Contract to Strawn Construction, Inc., and Approval of a Budget Change for the Cultural Arts Center Project, CIP No.

GI0120

The City Council will consider approving the plans and specifications and awarding a construction contract to Strawn Construction, Inc. for the Cultural Arts Center Project.

The project will provide for a 13,000-square-foot Cultural Arts Center on the first floor of the Civic Center and will renovate the second-floor office space for the Parks and Community Services Department. The City Council will also consider approving a budget change to increase the project funding.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to Strawn Construction, Inc. for the Cultural Arts Center Project, CIP No. GI0120, and approve the budget change.

Staff Report
Attachment 1 - Resolution Approving the Plans and Specifications and Awarding a Contract to Strawn Construction, Inc. for the Cultural Arts Center Project, CIP No. GI0120 Attachment 2 - CIP Nos. GI0120 and GI0122
Attachment 3 - Bid Results
Attachment 4 - Budget Change Form
Item 7.1 - PowerPoint Presentation

8. NEW BUSINESS

8.1 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. 4 and Approving Form of and Execution of Related Documents
The City Council will consider the fourth 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 2022 special tax bonds and approving the forms and execution of related bond documents. 5 September 20, 2022 Dublin City Council Regular Meeting Agenda 6

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. 4; 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.

Staff Report
Attachment 1 - Resolution Authorizing the Issuance of Special Tax Bonds for and on Behalf of the City of Dublin CFD No. 2015-1
Attachment 2 - Fiscal Agent Agreement
Attachment 3 - City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2022 Purchase Contract
Attachment 4 - Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1
Item 8.1 - PowerPoint Presentation

8.2 Review of City Proclamations and Process
The City Council will review and discuss the Official List of Proclamations and the proclamation process.

STAFF RECOMMENDATION:

Receive the report, adopt the updated Official List of Proclamations, and provide direction.

Staff Report
Attachment 1 - Official List of Proclamations

9. OTHER BUSINESS
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. ADJOURNMENT

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), 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.

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.
6 STAFF REPORT

CITY COUNCIL

Agenda Item 3.1
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Introduction of Dublin Police Services Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele
Prepared by: Nate Schmidt, Captain Dublin Police Services EXECUTIVE SUMMARY:

Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele, who began working with Dublin Police Services on July 5, 2022, will be introduced to the City Council.

The Behavioral Health Unit will be assisting in bridging the gap in services revolving around victim advocacy, juvenile diversion, and family counseling, and assisting the unsheltered and those with substance and mental health issues.

STAFF RECOMMENDATION:

Welcome Dublin Police Services Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Behavioral Health Unit Supervisor John Beard and Associate Therapist Anne Ologbosele began working with Dublin Police Services on July 5, 2022. The Behavioral Health Unit will be assisting in bridging the gap in services revolving around victim advocacy, juvenile diversion, and family counseling, and assisting the unsheltered and those with substance and mental health issues.

STRATEGIC PLAN INITIATIVE:

None.
7

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

None.
8 STAFF REPORT

CITY COUNCIL

Agenda Item 3.2
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Employee Introductions
Prepared by: Sarah Monnastes, Human Resources Director
EXECUTIVE SUMMARY:

New City of Dublin Staff members, Felicia Escover with the Economic Development Department, Tony Lam and Liz Rivera with the Parks and Community Services Department, and Linda Ajello with the Community Development Department, will be introduced.

STAFF RECOMMENDATION:

Welcome the new City of Dublin Staff members.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The following new City of Dublin Staff members will be introduced:
 Felicia Escover, Special Project Manager, Economic Development Department;  Tony Lam, Office Assistant II, Parks and Community Services Department;  Liz Rivera, Senior Office Assistant, Parks and Community Services Department; and  Linda Ajello, Senior Planner, Community Development Department.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.
9

ATTACHMENTS:

None.
10 STAFF REPORT

CITY COUNCIL

Agenda Item 4.1
EXECUTIVE SUMMARY:

The City Council will consider approval of the minutes of the September 6, 2022 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the September 6, 2022 Regular City Council Meeting.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The City Council will consider approval of the minutes of the September 6, 2022 Regular City Council Meeting.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) September 6, 2022 Regular City Council Meeting Minutes DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Approval of the September 6, 2022 Regular City Council Meeting Minutes Prepared by: Marsha Moore, MMC, City Clerk
11 MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
R egular Meeting: September 6, 2022
D

UBLIN CITY COUNCIL MINUTES

REGULAR MEETING
September 6, 2022
T
he 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: https://dublin.ca.gov/ccmeetings CLOSED SESSION 6:00 PM
I. C
ONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: 1 case
II. P

UBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Attorney
III. C

ONFERENCE WITH LABOR NEGOTIATORS
Agency Designated Representatives: Mayor Hernandez and Councilmember Hu Unrepresented Employee: City Attorney
REGULAR MEETING 7:00 PM
A
Regular Meeting of the Dublin City Council was held on Tuesday, September 6, 2022, in the City Council Chamber. The meeting was called to order at 7:00 PM., by Mayor Hernandez.
1) CALL TO ORDER AND PLEDGE OF ALLEGIANCE
Attendee Name Status
Melissa Hernandez, Mayor Present
Jean Josey, Vice Mayor Present
Shawn Kumagai, Councilmember Present
Michael McCorriston, Councilmember Present
Dr. Sherry Hu, Councilmember Present
2) REPORT ON CLOSED SESSION
M
ayor Hernandez reported there was no reportable action out of Closed Session.

Attachment 1
12 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
September 6, 2022

3) ORAL COMMUNICATIONS

3.1) Presentation of the Constitution Week Proclamation and Certificate of Recognition to Daughters of the American Revolution Poster Contest Winner

The City Council presented the Constitution Week Proclamation to the Daughters of the American Revolution (DAR) and a Certificate of Recognition to Dublin resident and DAR poster contest winner, Bilal Tariq Rauf.

3.2) Presentation of Lawrence Livermore Laboratory’s 70th Anniversary Commendation

The City Council presented a commendation to the Lawrence Livermore Laboratory in celebration of its 70th anniversary.

3.3) Preview of Splatter

The City Council received a presentation previewing Splatter, which will take place on September 10, 2022 at Emerald Glen Park.

3.4) Public Comment

Mary Beth Bykowsky provided public comment.

4) CONSENT CALENDAR

4.1) Approved the August 16, 2022 Regular City Council Meeting Minutes.

4.2) Approved the Second Amendment to the City Manager’s Employment Agreement.

4.3) A dopted Resolution No. 103-22 titled, “Finding That Developers Having Obligations Under Active Development Agreements and Supplemental Agreements as Amended, Have Complied in Good Faith with the Terms and Provisions of the Agreements.”

This item was pulled from the Consent Calendar by Councilmember McCorriston for clarifying questions.

4.4) Adopted Resolution No. 104-22 titled, “Finding That There is a Proclaimed State of Emergency; Finding That Meeting in Person Would Present Imminent Risks to the Health or Safety of Attendees as a Result of the State of Emergency; and Authorizing Remote Teleconferenced Meetings of the Legislative Bodies of the City of Dublin Pursuant to AB 361.”
13 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
September 6, 2022

4.5) Waived the second reading and adopted Ordinance No. 10-22 titled, “Amending Chapter 2.32 of the Dublin Municipal Code Establishing a District-Based Election System” and adopted Resolution No. 105-22 titled, “Adopting the City of Dublin Official District Map.”

4.6) Adopted Resolution No. 106-22 titled, “Authorizing the Purchase of Replacement Chairs, Tables, and Related Equipment from MityLite for Shannon Community Center.”

4.7) Adopted Resolution No. 107-22 titled, “Approving the First Amendment to the Contractor Services Agreement with European Mobile Werks for On-Call Maintenance and Repair Services.”

4.8) Adopted Resolution No. 108-22 titled, “Approving the 2022 Annual Review of Investment Policy and Delegation of Authority to Complete Investment Transactions.”

On a motion by Vice Mayor Josey, seconded by Councilmember Kumagai, and by unanimous vote, the City Council adopted the Consent Calendar items, except item 4.3.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Jean Josey, Vice Mayor
SECOND: Shawn Kumagai, Councilmember
AYES: Hernandez, Josey, Kumagai, McCorriston, Hu

On a motion by Councilmember McCorriston, seconded by Vice Mayor Josey, and by unanimous vote, the City Council adopted Consent Calendar item 4.3.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Michael McCorriston, Councilmember
SECOND: Jean Josey, Vice Mayor
AYES: Hernandez, Josey, Kumagai, McCorriston, Hu

5) WRITTEN COMMUNICATION - None.

6) PUBLIC HEARING – None.

14 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
September 6, 2022

7) UNFINISHED BUSINESS

7.1) Climate Action Plan 2030 and Beyond Reach Codes Report

The City Council received a report on potential code options for three measures included in the City of Dublin’s Climate Action Plan 2030 and Beyond. The three measures under consideration included Measure EE-1, Achieve All-Electric New Construction; Measure SM-1, Adopt an Electric Vehicle Charging Station Ordinance; and Measure MM-2, Reduce the Embodied Greenhouse Gas Emissions Associated with Building Materials.

Regarding Measure EE-1, Achieve All-Electric New Construction, the City Council directed Staff to proceed with the Reach Code that requires all-electric appliances, with exemptions for commercial cooking and for projects that can show providing all- electric appliances would not be financially viable.

Regarding Measure SM-1, Adopt an Electric Vehicle Charging Station Ordinance, the City Council directed Staff to proceed with the Bay Area Reach Codes, with Tier 2 as a minimum and a preference for Level 2 charging.

7.2) Parks and Community Services Report on Dublin-Based Non-Profit and Fundraising Fees

The City Council received a report on Dublin-based non-profit and fundraising fees at City of Dublin facilities and their fiscal impact.

By consensus, the City Council directed Staff to bring to a future meeting an amendment to the fee schedule removing the fundraising fee for facility rentals.

8) NEW BUSINESS - None

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).

15 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
September 6, 2022

10) ADJOURNMENT

Mayor Hernandez adjourned the meeting at 9:06 p.m.

Mayor
ATTEST:

City Clerk

16 STAFF REPORT

CITY COUNCIL

Agenda Item 4.2
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Revisions to the Personnel System
Prepared by: Sarah Monnastes, Human Resources Director
EXECUTIVE SUMMARY:

The City Council will consider proposed changes to certain documents that are part of the City’s current Personnel System Rules and Position Allocation Plan. The proposed adjustments are based on the need to account for the new health premium rates, and to add certain positions to the City’s workforce beginning inFiscal Year 2022-23.

STAFF RECOMMENDATION:

Adopt the following: 1) Resolution Amending the Benefit Plan; 2) Resolution Amending the Classification Plan; 3) Resolution Amending the Salary Plan for Full-Time Personnel; and 4) Resolution Amending the City of Dublin Position Allocation Plan for Fiscal Year 2022-23; and approve the budget change.

FINANCIAL IMPACT:

Implementation of the changes described in this Staff Report requires City Council approval of a budget adjustment of $291,016 for the addition of the Geographic Information Systems (GIS) Coordinator and Office Assistant II, both in the Public Works Department. Funding can be appropriated from the General Fund Undesignated Reserve for these positions. There is no budgetary impact from the other proposed changes in this Staff Report.

DESCRIPTION:

This Staff Report addresses proposed changes to various documents that are part of the City’s Personnel System Rules, and to the City’s Position Allocation Plan, to reflect new health ratesas well as proposed organizational and staffing changes. The following sections identify the City documents being updated and describe the changes being proposed. 17

Benefit Plan Amendments
Per the existing arrangement with employees, annual health rate increases are split 50/50 between the City and employees up to $100, based on the Kaiser Family premium. Attachment 1 is a proposed amendment to the Benefit Plan establishing the City’s maximum medical contribution of $2,030 per month effective January 1, 2023 (an increase of $74.00 per month from 2022).

Sufficient funds are included in the Fiscal Year 2022-23 Budget to cover City-paid health and welfare benefits.

Classification Plan Amendments
Pursuant to the City’s Personnel System Rules, a job description must be adopted for each classification in the organization. The job description typically includes key elements, knowledge, skills, abilities, and requirements of the position. The job descriptions collectively make up the City’s Classification Plan.

Attachment 2 is a proposed amendment to add a Maintenance Coordinator to the Classification Plan. The Maintenance Coordinator position will provide expertise in planned and preventative maintenance operations and activities, including implementation of, analysis of, and technical work associated with the computer maintenance management system (CMMS) and with infrastructure asset management. The Maintenance Coordinator will also provide contractor field performance review, maintenance contract management, and maintenance customer service. This position will report to the Public Works Manager and was already authorized during the Fiscal Year 2022-23 budget cycle.

Attachment 2 also proposes to add back the Geographic Information System (GIS) Coordinator to the Classification Plan with updates to the job specification. The GIS Coordinator will provide expertise and technical work in the creation, management, analysis, maintenance, and mapping of all types of data. The GIS Coordinator will integrate geospatial, asset, and other data on multiple platforms and software systems, including, but not limited to the City’s work order system (FixIt Dublin), the CMMS, computer aided design (CAD), data collection devices, and mobile and web- based applications. Work will include geocoding, georeferencing, data collection, data input, research, trend analysis, and maintenance of infrastructure and project data. This position will report to the Public Works Director.

Also in Attachment 2, Staff recommends deleting the following classifications from the Classification and Salary Plans: Heritage Center Director, Parks and Community Services Business Manager, and Public Works Superintendent. These classifications are no longer in use and the duties for which these positions were once responsible are performed by employees in other classifications.

Salary Plan Amendment
Included in the City’s Personnel System are Resolutions that address salary ranges for City personnel. Attachment 5 is a proposed amendment for the inclusion of the Maintenance Coordinator and GIS Coordinator classifications into the City’s Salary Plan for Full-Time Personnel.

The salary ranges for the Maintenance Coordinator and GIS Coordinator were determined based on a market assessment of comparable positions in similar agencies and then aligned internally within the City classification plan of related jobs in terms of scope and requirements to establish 18

pay equity within the City’s Salary Plan.

Position Allocation Plan
Attachment 6 is a proposed amendment to the Position Allocation Plan for Fiscal Year 2022-23 adding 2 FTE (full-time equivalent) to the plan. In addition to the GIS Coordinator, Staff is proposing the addition of 1 FTE Office Assistant II to support the maintenance division. These two positions will increase the salary and benefits budget by a combined total of $291,016, which can be appropriated from the General Fund Undesignated Reserve as shown in the budget change (Attachment 8).

STRATEGIC PLAN INITIATIVE:

Strategy 3: Infrastructure Maintenance and Investment
Objective 3B: Provide on-going condition assessments of aging facilities and assets.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

1. Resolution Amending the Benefit Plan

2. Resolution Amending the Classification Plan

3. Exhibit A to the Resolution – Maintenance Coordinator Job Specification

4. Exhibit B to the Resolution – Geographic Information Systems (GIS) Coordinator Job Specification

5. Resolution Amending the Salary Plan for Full-Time Personnel

6. Resolution Amending the City of Dublin Position Allocation Plan for Fiscal Year 2022-23

7. Exhibit A to the Resolution – Position Allocation Plan for Fiscal Year 2022-23

8. Budget Change
19 Attachment 1
Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AMENDING THE BENEFIT PLAN
WHEREAS, the Personnel System Rules requires the City Council to adopt a Benefit Plan; and
WHEREAS, the Benefit Plan prescribes the current benefits provided to employees by the City.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby amend Resolution 61-20 and subsequent amendments to include the following:

Section 7. Flexible Spending Account: The City shall make available a flexible benefit program (tax deferred employee contribution) that can be applied to specific expenses, e.g., health premiums, and medical, dental, and vision expenses not covered by the insurance plan. The City’s plan is subject to the requirement and availability of Internal Revenue Code Section 125, allowing employees to use pre-tax compensation for PEMHCA medical premiums, eligible dependent care expenses, eligible uninsured medical expenses, or a combination thereof. All costs associated with the enrollment and administration of an eligible employee’s account shall be paid by the City.
e. Beginning with the January 1, 2023 premium, eligible employees shall receive up to $2,030 per month toward the premium cost for CalPERS health insurance based on the employee’s annual plan election less the amount of any contribution provided by the City directly to CalPERS under government Code Section 22892.

BE IT FURTHER RESOLVED that the changes contained herein shall be effective September 20, 2022.

PASSED, APPROVED AND ADOPTED this 20 th day of September, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
20 Attachment 2
Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AMENDING THE CLASSIFICATION PLAN
WHEREAS, in accordance with the City’s Personnel System Rules, the City Council adopted Resolution No. 30-84 and subsequent resolutions which comprise the Classification Plan; and
WHEREAS, it is necessary to periodically amend job descriptions to the Classification Plan.

NOW, THEREFORE, BE IT RESOLVED that Resolution No. 30-84 and subsequent Resolutions shall be amended to include the following position:

Maintenance Coordinator (Exhibit A)
Geographic Information Systems (GIS) Coordinator (Exhibit B) NOW, THEREFORE, BE IT RESOLVED that Resolution No. 30-84 and subsequent Resolutions shall be further amended to delete the following job descriptions:

Heritage Center Director
Parks and Community Services Business Manager
Public Works Maintenance Superintendent
BE IT FURTHER RESOLVED that this document shall become a part of the official Classification Plan for the City of Dublin; and that the changes contained herein shall be effective September 20, 2022.

PASSED, APPROVED AND ADOPTED this 20 th day of September, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
21 Attachment 3 - Exhibit A
1 Date Adopted: September 20, 2022
Date Revised:

Title: Maintenance Coordinator
FLSA: Exempt
General Purpose:

Under general direction of the Public Works Manager, the Maintenance Coordinator performs a variety of duties relating to the delivery and oversight of maintenance efforts including contract management, field quality assurance inspections, customer service support, Computerized Maintenance Management System (CMMS) development and management, data collection and analysis, preventative maintenance program development, implementation, and monitoring, and other duties as required.

Distinguishing Characteristics:

This classification is responsible for: planning, organizing, and directing various maintenance contracts; administering the Computerized Maintenance Management System (CMMS); developing and monitoring preventative maintenance programs; developing effective work processes; performing high level analytical work; exercising considerable judgement and initiative.

This classification is distinguished from the Public Works Manager who has overall responsibility for maintenance functions.

Supervision Received and Exercised:

Receives direction from the Public Works Manager. May exercise supervision over assigned City and contract employees.

Essential Duties and Responsibilities:

The following duties are normal for this classification. The omission of specific statements of duties does not exclude them from the position if the work is similar, related or a logical assignment to this class.

Prepares scopes of work, schedules, and budgets for maintenance activities.

Develops and manages maintenance budgets and invoicing; manages the status of financial expenditures and account balances.
22 Attachment 3 - Exhibit A
2 Communicates directly with maintenance service providers, vendors, contractors, and various city staff.

Develops and manages consultant and service contracts.

Monitors and evaluates operations performed by maintenance contractors and service providers, sets performance standards, and recommends actions for improvement, as necessary.

Analyzes, develops, and implements maintenance projects, plans, procedures, and practices.

Reviews and makes recommendations for revisions of City ordinances related to infrastructure.

Provides customer service support; responds to requests and concerns from the public.

Reviews and prepares recommendations for capital improvement, development, and maintenance projects.

Participates in and provides technical assistance to community and professional groups and committees.

Represents the Maintenance Division at City Council, Planning Commission, interagency, community and professional groups, and other public meetings.

Administers the Computer Maintenance Management System (CMMS).

Modifies and maintains the CMMS to support asset data analysis; ensures data accuracy and maintains quality control.

Develops, coordinates, and implements an infrastructure asset management registry and inventory database.

Performs and coordinates asset inventory, data analysis, work order management, database management, and modeling and planning activities for asset maintenance, rehabilitation, and replacement.

Develops, implements, coordinates, evaluates, and updates preventative maintenance programs.

Develops annual and long-range maintenance capital improvement program recommendations.

Examines risk assessment data and develops processes that can help to prioritize capital and maintenance decisions.

Performs a variety of data extractions and system integrations.

Assists with the development and implementation of workflows and business practices.

Performs other related work as required.
23 Attachment 3 - Exhibit A
3 Minimum Qualifications:

Knowledge of:

Principles, practices, and methods of municipal maintenance programs.

Work planning and budgeting.

Customer service techniques.

Methods of collaborative problem solving.

Programs and systems management.

CMMS and Citizen/Customer Request Management software and associated work order processing and tracking.

Methods and techniques of data collection and analysis.

Preventative maintenance programs.

Report preparation research methods.

Ability To:

Understand, apply, and implement policies, practices, and procedures.

Develop, prioritize, and manage multiple projects and programs.

Work independently in identifying the need for and developing proposed changes to maintenance and operating practices.

Analyze projects, research, and identify impacts, propose alternatives, and implement recommendations.

Collect, analyze, interpret, and apply a variety of data and information.

Establish and maintain cooperative relationships with City Staff, contractors, vendors, and the general public.

Operate a personal computer with common software applications (i.e., word processing, spreadsheet, and database) and specialty software including CMMS.

Interpret, apply, explain, and ensure compliance with applicable Federal, State, local, and departmental policies, procedures, laws, and regulations. 24 Attachment 3 - Exhibit A
4 Prepare clear and concise reports, correspondence, procedures, and other written materials.

Read, interpret, and retrieve drawings, blueprints, maps, and specifications.

Physical Standards:

The physical standards described are representative of those that must be met by employees to successfully perform the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

An employee is regularly required to sit for long periods of time; talk or hear, in person, in meetings and by telephone; use hands and fingers to handle, feel or operate standard office equipment; and reach with hands and arms. The employee is frequently required to, bend and twist to reach files, walk, stand, and safely lift and/or maneuver office supplies and construction plans weighing up to 20 pounds. While performing duties, the employee is regularly required to use written and oral communication skills; read and interpret complex data, information, and documents; analyze and solve problems; interact with City management, other governmental officials, contractors, vendors, employees, and the public.

Training and Experience:

Any combination equivalent to education and experience is likely to provide the required knowledge and abilities. A typical way to obtain the knowledge and abilities would be:

Education: Equivalent to a bachelor’s degree from an accredited college or university, preferably with major course work in computer science, information technology, civil engineering, environmental studies, public administration, business administration, engineering, or related field.

Experience: Two (2) years of maintenance experience, project management, customer service, business process analysis, contract management, and CMMS development, preferably in a municipality.

Licenses; Certificates; Special Requirements:

Possession of a valid California Class C Drivers’ License and Certificate of Automobile Insurance for Personal Liability.
25 Attachment 4 - Exhibit B
1 Date Adopted: September 3, 2002
Date Revised: September 20, 2022
Title: Geographic Information Systems (GIS) Coordinator FLSA: Exempt
General Purpose:

Under administrative direction, performs work of routine difficulty in the development, implementation, coordination, utilization, and implementation of a City-wide Geographic Information Systems (GIS). Personally performs both routine and complex tasks of both a technical and administrative nature necessary to develop and operate the system. Provides technical support for related software.

Distinguishing Characteristics:

This is the full journey level class. Employees at this level receive only occasional instruction or assistance as new or unusual situations arise and are knowledgeable of the operating procedures and policies within the work unit. While the work is primarily performed for the Public Works Department, the position provides support to multiple user departments throughout the City.

Successful performance of the work requires advanced technical skills in addition to the ability to interpret and explain technical concepts to non-technical users. GIS Coordinator is distinguished from the lower level of Information Systems Specialist by the responsibility for maintenance of specialized and dedicated technology systems, such as GIS, as compared to the Specialist more generalized technical support responsibilities involving physical installation, assembly, configuration, and maintenance of the personal computer network linking all City Departments.

Supervision Received and Exercised:

Receives direction from the Public Works Director. This position may also receive technical and functional supervision from departmental management/professional staff. Provide lead direction to City staff or contractors as applicable.

Provide management and direction for City GIS contractors.

Essential Duties and Responsibilities:

Prepares, collects, organizes, and inputs data to build a digital database of City’s utilities.

Performs routine data management tasks, such as data validation and correction, queries and editing in GIS as well as relational database management. 26 Attachment 4 - Exhibit B
2 Performs textual and point digitization of graphic data related to City’s infrastructure.

Prepares engineering drawings and maps, and standard detail drawings with use of GIS or computer-aided design (CAD) system.

Operates GIS based workstation. Troubleshoots hardware and software problems.

Aids engineering Staff in production of standard and customized maps or plots.

Undertakes minor field surveys.

Performs management and administration of geospatial data, including integration and maintenance of commonly used GIS data within a shared enterprise GIS database.

Provides technical support and guidance to other City departments in GIS database design, connectivity, access, and quality assurance.

Prepares, collect, organize, and input data to maintain and enhance the GIS database for all geospatial data.

Integrates hardware (Laptops/Tablets, GPS, servers, etc.) with GIS software and development of interfaces between GIS and other city applications according to standard IS methodologies.

Responds to customer requests for geographic information.

Provides intermediate administration of GIS and GIS SQL Database servers, including data security, hardware problem identification, configurations, system updates and documentation.

Provides intermediate administration and support to City database systems, including deficiency correction in databases, problem resolutions, data integrity, and documentation.

Other duties as required in support of system and users.

Minimum Qualifications:

Knowledge of:

Principles, practices, terminology and trends in geographic information systems usage and modern land-based mapping application theory.

City and related department regulations, policies, and procedures relative to area of assignment.

Applications of and ability to use computer operating systems and various software programs, including network software.

Modern office procedures, methods, and computer equipment.

Global Position System (GPS) data collection utilities. 27 Attachment 4 - Exhibit B
3 ArcInfo, ArcView, MapGuide Author, MapGuide Server, and AutoCAD applications or similar software.

Ability To:

Plan and create databases.

Determine most appropriate software and data resources.

Coordinate the work of outside consultants.

Prepare professional quality maps.

Develop GIS demos.

Integrate GIS data for City and County Uses.

Train others in GIS techniques.

Apply advanced mathematical concepts such as exponents, logarithms, quadratic equations, and permutations.

Apply mathematical operations to such tasks as frequency distribution, determination of test reliability and validity, analysis of variance, correlation techniques, sampling theory, and factor analysis.

Physical Standards:

The physical standards described are representative of those that must be met by employees to successfully perform the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

An employee is regularly required to sit for long periods of time; intermittently stand, walk, bend, climb, kneel and twist while working on computer equipment, peripherals, and ancillary equipment; perform simple grasping and fine manipulation; use telephone and write and use keyboard to communicate; discern wire colors and see small text and numbers on wiring and circuitry; routinely move equipment weighing up to 30 pounds.

While performing duties, the employee is regularly required to use various hand tools and testing equipment in repair, adjustment and problem identification of personal computers and related equipment; read and interpret complex data, information, and documents; analyze and solve problems; interact with City management, other governmental officials, contractors, vendors, employees, and the public.

Education, Experience, and Training:

Any combination equivalent to education and experience is likely to provide the required knowledge and abilities. A typical way to obtain the knowledge and abilities would be:
28 Attachment 4 - Exhibit B
4 Education: A bachelor’s degree from an accredited college or university with major course work in planning, computer science, geography (GIS), engineering, or a related field. An associate’s degree and two (2) years of geographic information systems experience may substitute for the four-year degree requirement.

Experience: Three (3) years progressively responsible experience in database analysis, database design, application development, project management, automated mapping, or GIS.

Training: Any recent training, such as academic courses and certification programs, which are relevant to this job classification
Licenses; Certificates; Special Requirements:

Possession of a valid California Class C Drivers’ License and Certificate of Automobile Insurance for Personal Liability.
29 Attachment 5
Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

RESOLUTION AMENDING THE SALARY PLAN FOR

FULL-TIME PERSONNEL
WHEREAS, in accordance with the City’s Personnel System Rules, the City Council adopted Resolution No. 77-22 and subsequent Resolutions which establish a Salary Plan for full-time personnel.

NOW, THEREFORE, BE IT RESOLVED that the position of Maintenance Coordinator and Geographic Information Systems (GIS) Coordinator shall be added and covered under Article I, Section B of the Salary Plan for Full-Time Personnel.

BE IT FURTHER RESOLVED that the following position shall be paid an hourly rate within the following salary range with the exclusion of any Performance Pay Adjustment granted in accordance with the adopted Personnel Rules:

Monthly
Minimum
Monthly
Maximum
Maintenance Coordinator
Geographic Information Systems (GIS) Coordinator
$8,653
$8,653
$10,818
$10,818
BE IT FURTHER RESOLVED that this document shall become a part of the official Salary Plan for the City of Dublin; and that the changes contained herein shall be effective September 20, 2022.

PASSED, APPROVED AND ADOPTED this 20th day of September, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
30 Attachment 6
Reso. No. XX-22, Item X.X, Adopted XX/XX/22 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

RESOLUTION AMENDING THE CITY OF DUBLIN POSITION ALLOCATION PLAN FOR FISCAL YEAR 2022-23
WHEREAS, at the Budget Hearing on June 7, 2022, the City Council adopted the position allocation plan for Fiscal Year 2022-23; and
WHEREAS, it is necessary to periodically amend and update the Position Allocation Plan; and
WHEREAS, an updated Position Allocation Plan for Fiscal Year 2022-23 (Exhibit A) is attached reflecting the following changes:

DEPARTMENT CHANGE
Public Works
Office Assistant II 1.00 (Increase of 1.00)
GIS Coordinator 1.00 (Increase of 1.00)
NOW, THEREFORE, BE IT RESOLVED that the City Council approved the updated Position Allocation Plan for Fiscal Year 2022-23 as attached.

PASSED, APPROVED AND ADOPTED this 20th day of September, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
31 POSITION ALLOCATION PLAN

SUMMARY BY DEPARTMENT
Department
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed vs
Amended
City Manager Office
City Positions 22.00 23.00 25.00 24.00 (1.00)
Total 22.00 23.00 25.00 24.00 (1.00)
Administrative Services
City Positions 9.00 9.00 9.00 9.00
Total 9.00 9.00 9.00 9.00
Community Development
City Positions 18.00 18.00 19.00 19.00
Contract Positions 7.67 7.40 7.40 6.90 (0.50)
Total 25.67 25.40 26.40 25.90 (0.50)
Fire Department
City Positions 1.00 1.00 1.00 1.00
Contract Positions 38.56 38.56 38.56 38.56
Total 39.56 39.56 39.56 39.56
Police Department
City Positions 4.00 4.00 4.00 4.00
Contract Positions 63.00 64.00 67.00 69.00 2.00
Total 67.00 68.00 71.00 73.00 2.00
Parks & Community Services
City Positions 22.00 23.00 23.00 23.00
Total 22.00 23.00 23.00 23.00
Public Works
City Positions 18.00 18.00 18.00 21.00 3.00
Contract Positions 36.27 36.49 37.52 45.00 7.48
Total 54.27 54.49 55.52 66.00 10.48
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed vs
Amended
City Employees 94.00 96.00 99.00 101.00 2.00
Contract Employees 145.50 146.45 150.48 159.46 8.98
TOTAL CITY & CONTRACT 239.50 242.45 249.48 260.46 10.98 NOTE: All of the designated personnel perform duties directly from City facilities. The Position Allocation Plan does not account for the temporary/seasonal Staff in the Parks & Community Services Department. It also does not include all the contract personnel who perform work under contract to the City of Dublin at offsite locations. Examples of these contract personnel include Contract Engineering, some MCE Corporation (Public Works); Alameda County employees performing some Police, Fire, and traffic signal maintenance services; or legal services provided by Meyers, Nave, Riback, Silver & Wilson. 32 POSITION ALLOCATION PLAN

CITY POSITIONS
Department / Classification
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed
vs
Amended
City Manager Office
City Manager 1.00 1.00 1.00 1.00
Assistant City Manager 1.00 1.00 1.00 1.00
Administrative Technician 2.00 2.00 2.00 3.00 1.00
Assistant to the City Manager 1.00 1.00 1.00 1.00
Chief Information Security Officer 1.00 1.00 1.00 1.00
City Clerk 1.00 1.00 1.00 1.00
Communications Manager 1.00 1.00 1.00 1.00
Economic Development Director 1.00 1.00 1.00 1.00
Executive Aide 1.00 1.00 1.00 1.00
Huma Resources Manager 1.00 1.00 1.00 1.00
Human Resources Director 1.00 1.00 1.00 1.00
Information Systems Manager 1.00 1.00 1.00 1.00
Information Systems Specialist 1.00 1.00 1.00 1.00
Information Systems Technician I/II 1.00 1.00 1.00 1.00 Management Analyst II 2.00 2.00 2.00 2.00
Management Analyst II (Limited Term) 1.00 (1.00)
Network Systems Coordinator 1.00 1.00 1.00 1.00
Office Assistant II 2.00 2.00 2.00 2.00
Senior Office Assistant 1.00 2.00 2.00 1.00 (1.00)
Special Projects Mgr 1.00 1.00
Special Projects Mgr (Limited Term) 1.00 1.00 1.00 1.00 Total - City Manager Office 22.00 23.00 25.00 24.00 (1.00) Administrative Services
Administrative Services Director 1.00 1.00 1.00 1.00
Accountant 1.00 1.00 1.00 1.00
Administrative Aide 1.00 1.00 1.00 1.00
Asst. Admin. Services Director 1.00 1.00 1.00 1.00
Finance Technician I/II 1.00 1.00 1.00 1.00
Financial Analyst 1.00 1.00 1.00 1.00
Management Analyst I 1.00 1.00 1.00 1.00
Senior Accountant 1.00 1.00 1.00 1.00
Senior Finance Technician 1.00 1.00 1.00 1.00
Total - Administrative Services 9.00 9.00 9.00 9.00
https://dublinca-my.sharepoint.com/personal/sarah_monnastes_dublin_ca_gov/Documents/Desktop/New Job Specs/Maintenance and GIS/01_Position Allocation Plan FY 22-23_9.20.22 Changes 33

POSITION ALLOCATION PLAN

CITY POSITIONS
Department / Classification
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed
vs
Amended
Non-Departmental
Community Development
Community Development Director 1.00 1.00 1.00 1.00
Administrative Aide 1.00 1.00 1.00 (1.00)
Administrative Technician 1.00 1.00 1.00 1.00
Assistant Planner 1.00 1.00 1.00 1.00
Associate Planner 1.00 1.00 2.00 2.00
Asst. Director of Community Dev. 1.00 1.00 1.00 1.00
Chief Building Official 1.00 1.00 1.00 1.00
Code Enforcement Officer 1.00 1.00
Office Assistant II 2.00 2.00 2.00 2.00
Permit Technician 1.00 1.00 2.00 2.00
Permit Technician (Limited Term) 1.00 1.00
Plan Check Engineer 1.00 1.00 1.00 1.00
Plans Examiner 1.00 1.00 1.00 1.00
Principal Planner 2.00 2.00 2.00 2.00
Senior Code Enforcement Officer 1.00 1.00 1.00 (1.00)
Senior Management Analyst 1.00 1.00
Senior Office Assistant 1.00 1.00 1.00 2.00 1.00
Senior Planner 1.00 1.00 1.00 (1.00)
Total - Community Development 18.00 18.00 19.00 19.00
Fire Department
Office Assistant II 1.00 1.00 1.00 1.00
Total - Fire Department 1.00 1.00 1.00 1.00
Police Department
Administrative Aide 1.00 1.00 1.00 1.00
Administrative Technician 1.00 1.00 1.00 1.00
Office Assistant II 2.00 2.00 2.00 2.00
Total - Police Department 4.00 4.00 4.00 4.00
https://dublinca-my.sharepoint.com/personal/sarah_monnastes_dublin_ca_gov/Documents/Desktop/New Job Specs/Maintenance and GIS/01_Position Allocation Plan FY 22-23_9.20.22 Changes 34

POSITION ALLOCATION PLAN

CITY POSITIONS
Department / Classification
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed
vs
Amended
Parks & Community Services
Parks & Community Svcs Director 1.00 1.00 1.00 1.00
Asst. Parks & Comm Services Dir. 1.00 1.00 1.00 1.00
Heritage & Cultural Arts Manager 1.00 1.00 1.00 1.00
Graphic Design & Comm Coordinator 1.00 1.00 1.00 1.00
Management Analyst I 1.00 1.00 1.00 1.00
Management Analyst II 1.00 1.00 1.00 1.00
Office Assistant II 1.00 1.00 1.00 1.00
Recreation Coordinator 6.00 7.00 7.00 7.00
Recreation Manager 1.00 1.00 1.00 1.00
Recreation Supervisor 3.00 3.00 3.00 3.00
Recreation Technician 3.00 3.00 2.00 2.00
Senior Office Assistant 2.00 2.00 3.00 3.00
Total - Parks & Community Services 22.00 23.00 23.00 23.00 Public Works
Public Works Director 1.00 1.00 1.00 1.00
Administrative Aide 1.00 1.00 1.00 1.00
Assistant Civil Engineer 1.00 1.00
Assistant Civil Engineer (Limited Term) 1.00 1.00
Assistant Public Works Dir/City Engineer 1.00 1.00 1.00 1.00 Associate Civil Engineer 3.00 3.00 3.00 3.00
Capital Improvement Program Manager 1.00 1.00 1.00 1.00 Environmental & Sustain. Manager 1.00 1.00 1.00 1.00
Environmental Technician 1.00 1.00 1.00 1.00
Geographic Information Systems Coordinator 1.00 1.00
Maintenance Coordinator 1.00 1.00
Management Analyst II 1.00 1.00 1.00 1.00
Office Assistant II 1.00 1.00 1.00 2.00 1.00
Parks & Facilities Dev. Coordinator 1.00 1.00 1.00 1.00 Permit Technician 1.00 1.00 1.00 1.00
Public Works Manager (Maintenance) 1.00 1.00
Public Works Maintenance Superintendent 1.00 1.00 1.00 (1.00) Public Works Trans/Ops Manager 1.00 1.00 1.00 1.00
Senior Civil Engineer 1.00 1.00 1.00 1.00
Senior Public Works Inspector 1.00 1.00 1.00 1.00
Total - Public Works 18.00 18.00 18.00 21.00 3.00
GRAND TOTAL - CITY POSITIONS 94.00 96.00 99.00 101.00 2.00 https://dublinca-my.sharepoint.com/personal/sarah_monnastes_dublin_ca_gov/Documents/Desktop/New Job Specs/Maintenance and GIS/01_Position Allocation Plan FY 22-23_9.20.22 Changes 35

POSITION ALLOCATION PLAN

CONTRACT POSITIONS
Department / Classification
Actual
2020-21
Adopted
2021-22
Amended
2021-22
Proposed
2022-23
Proposed vs
Amended
Community Development
Building Inspector 6.50 6.50 6.50 6.00 (0.50)
Plan Checker 1.17 0.90 0.90 0.90
Total - Community Development 7.67 7.40 7.40 6.90 (0.50) Fire Department (Alameda County)
CERT Coordinator 0.14 0.14 0.14 0.14
Code Compliance Officer 1.00 1.00 1.00 1.00
Deputy Fire Marshal 1.00 1.00 1.00 1.00
Emergency Prepared. Manager 0.14 0.14 0.14 0.14
Fire Captain 12.00 12.00 12.00 12.00
Fire Engineer 12.00 12.00 12.00 12.00
Fire Marshal 0.14 0.14 0.14 0.14
Firefighter/Paramedic 12.00 12.00 12.00 12.00
Plans Checker 0.14 0.14 0.14 0.14
Total- Fire Department 38.56 38.56 38.56 38.56
Police Department (Alameda County)
Commander 1.00 1.00 1.00 1.00
Captain 1.00 1.00 1.00 1.00
Lieutenant 2.00 2.00 2.00 2.00
Sergeant 10.00 10.00 10.00 10.00
Officer 45.00 46.00 46.00 48.00 2.00
Clinician Supervisor 1.00 1.00
Clinician 2.00 2.00
Sheriff's Technician 4.00 4.00 4.00 4.00
Total - Police Department 63.00 64.00 67.00 69.00 2.00
Public Works (MCE)
Maintenance Superintendent 1.00 1.00 1.00 1.00
Maintenance Supervisor 1.00 1.00
Landscape Foreman 4.00 4.00 4.00 4.00
Landscape Laborer I 7.00 7.00 7.00 10.00 3.00
Landscape Laborer II 6.00 6.00 6.00 7.00 1.00
Landscape Laborer III 18.27 18.49 18.52 22.00 3.48
Total - Public Works 36.27 36.49 37.52 45.00 7.48
GRAND TOTAL - CONTRACT POSITIONS 145.50 146.45 150.48 159.46 8.98 https://dublinca-my.sharepoint.com/personal/sarah_monnastes_dublin_ca_gov/Documents/Desktop/New Job Specs/Maintenance and GIS/01_Position Allocation Plan FY 22-23_9.20.22 Changes 36
Budget Change Reference #:

From Un-Appropriated Reserves X Budget Transfer Between Funds From Designated Reserves Other
Account Amount Account Amount
GIS Salaries (10016000.51xxx) $129,816
GIS Benefits (10016000.52xxx) $45,072
OAII Salaries (10016300.51xxx) $82,416
OAII Benefits (10016300.52xxx) $33, 712
9/20/2022
Posted By: Date:

As Presented at the City Council Meeting
**********Finance Use Only**********

CITY OF DUBLIN
Salaries and Benefits cost for 1 additional Office Assistant II and 1 GIS Coordinator

REASON FOR BUDGET CHANGE
FISCAL YEAR 2022-23

BUDGET CHANGE FORM

DECREASE BUDGET AMOUNT INCREASE BUDGET AMOUNT
EXP: General Fund - Planning - Salaries & Benefits
City Council's Approval Required
Attachment 8
37 STAFF REPORT

CITY COUNCIL

Agenda Item 4.3
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Amendment to the Agreement with Goodwin Consulting Group, Inc.

Prepared by: Laurie Sucgang, City Engineer
EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the agreement with Goodwin Consulting Group, Inc. for on-call special tax and disclosure services related to formation, annexation, and administration of community facilities districts.

STAFF RECOMMENDATION:

Adopt the Resolution Approving a First Amendment to the Agreement with Goodwin Consulting Group, Inc.

FINANCIAL IMPACT:

The cost of these services will be incorporated into future budget requests and will be charged to the appropriate project budget or developer deposit account.

DESCRIPTION:

On July 20, 2021, the City Council adopted Resolution No. 92-21 approving an agreement with Goodwin Consulting Group, Inc for on-call financial consulting services. Services include administration of infrastructure and services community facilities districts (CFDs) and continuing disclosure and reporting for debt issuances.

Additional on-call financial consulting services are requested of Goodwin Consulting Group, Inc. to assist Staff with the formation, annexation, and administration of new potential CFDs. These potential CFDs are associated with the Dublin Boulevard Extension project (CIP No. ST0216) for land acquisition to mitigate for indirect impacts due to the construction of the roadway, as well as the East Ranch development for public services serving the development and for maintenance and other City services. Formation of a CFD for East Ranch was included as part of the East Ranch 38

tentative map (subject to future City Council action), condition of approval Number 127 of City Council Resolution No. 140-21.

The amendment to the agreement with Goodwin Consulting Group, Inc (Attachment 2) reflects the scope of work associated with new potential CFDs and includes an update to the consultant hourly rates.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving a First Amendment to the Agreement with Goodwin Consulting Group, Inc.
2) Exhibit A to the Resolution – First Amendment to Consulting Services Agreement Between the City of Dublin and Goodwin Consulting Group, Inc. for On-Call Special Tax and Disclosure Consultant Services
3) Consulting Services Agreement Between the City of Dublin and Goodwin Consulting Group, Inc. for On-call Special Tax and Disclosure Consultant Services 39 Attachment 1
Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING A FIRST AMENDMENT TO THE AGREEMENT WITH GOODWIN CONSULTING GROUP, INC.

WHEREAS, on July 20, 2021, the City Council adopted Resolution No. 92-21 approving an agreement for on-call financial consulting services with Goodwin Consulting Group, Inc.; and WHEREAS, the City and Goodwin Consulting Group, Inc. desire to amend the agreement to add services for the formation, annexation, and administration of new community facilities districts.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the amendment to the agreement with Goodwin Consulting Group, Inc., attached hereto as Exhibit A.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendment to the agreement, attached hereto as Exhibit A, and make any necessary, non- substantive changes to carry out the intent of this Resolution.

PASSED, APPROVED AND ADOPTED this 20th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF DUBLIN AND
GOODWIN CONSULTING GROUP, INC.

FOR

ON-CALL SPECIAL TAX AND DISCLOSURE CONSULTANT SERVICES
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and Goodwin Consulting Group (“Consultant”) (together sometimes referred to as the “Parties”) as of July 20 2021 (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the effective date and shall end when the work described in Exhibit A is complete, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.

1.5 [Intentionally Deleted].

1.6 [Intentionally Deleted].

Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlines in Exhibit A in accordance with the schedule attached hereto as Exhibit B. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as Attachment 3
58 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 2 of 14 specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information:

ƒ Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;

ƒ The beginning and ending dates of the billing period;

ƒ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;

ƒ A copy of the applicable time entries or time sheets shall be submitted showing the following:
o Daily logs of total hours worked by each individual performing work under this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour o If this Agreement covers multiple projects, all hours must also be logged by project assignment
o A brief description of the work, and each reimbursable expense

ƒ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;

ƒ The Consultant’s signature;

ƒ Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.
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2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, Expenses not listed in Exhibit B are not chargeable to City.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and 60 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 4 of 14 the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.

Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation.

4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors.

4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following:

a. Certificate of Liability Insurance in the amounts specified in the section; and

b. Waiver of Subrogation Endorsement as required by the section.

4.2 Commercial General and Au tomobile Liability Insurance. 61 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 5 of 14

4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.

4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.

c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss.

Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation.

d. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

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4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following:

a. Certificate of Liability Insurance in the amounts specified in the section;

b. Additional Insured Endorsement as required by the section;

c. Waiver of Subrogation Endorsement as required by the section; and

d. Primary Insurance Endorsement as required by the section.

4.3 Professional Liability Insurance.

4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:

a. The retroactive date of the policy must be shown and must be before the date of the Agreement.

b. Insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement.

d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.

4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy.

4.3.4 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section.

4.4 All Policies Requirements.

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4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Deductibles and Sel f-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City.

4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:

ƒ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;

ƒ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or 64 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 8 of 14

ƒ Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. Refer to the attached Exhibit C, which is incorporated herein and made a part of this Agreement.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Consultant further acknowledges that Consultant performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Consultant performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governme ntal Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors 65 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 9 of 14 shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

7.5 Nondiscrimination a nd Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINAT ION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no 66 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 10 of 14 obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.

Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but are not limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, draw ings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are 67 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 11 of 14 not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties.

9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.

Section 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California.

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

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10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous 12 months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California.

At City’s sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant’s economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Consultant shall be sent to:

Susan Goodwin, Managing Principal
Goodwin Consulting Group, Inc.
333 University Avenue, Suite 160
Sacramento, CA 95825-6511

Any written notice to City shall be sent to:
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City of Dublin
Att:Jay Baksa, Assistant Administrative Services Director 100 Civic Plaza
Dublin, CA 94568

10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A, B, and C represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services
Exhibit B Compensation Schedule & Reimbursable Expenses Exhibit C Indemnification

10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable.

SIGNATURES ON FOLLOWING PAGE
70 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services Page 14 of 14 The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party.

CITY OF DUBLIN GOODWIN CONSULTING GROUP, INC

Linda Smith, City Manager Susan Goodwin, Managing Principal

Attest:

Marsha Moore, City Clerk

Approved as to Form:

City Attorney

3070368.1
71 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services – Exhibit A

EXHIBIT A

SCOPE OF SERVICES

Goodwin Consulting Group, Inc. (GCG) will serve as special tax consultant to assist the City of Dublin in managing the annual administration of CFDs, including preparing the special tax levy, complying with continuing disclosure requirements, and preparing arbitrage rebate calculations. In addition, GCG, will provide special tax and disclosure services.

Specifically, GCG will provide the following services:

A. ADMINISTRATION OF INFRASTRUCTURE CFDs

A-1. Background Research
GCG will gather information and construct a database that will be used to calculate the annual special tax levy. This task will include the following:

Map & Parcel Research: Identify and obtain copies of all subdivision, final and parcel maps. Identify all relevant information such as date of subdivision, property use, and acreage of each parcel in the CFD. Once the Assessor's tax roll has been closed for the upcoming fiscal year, review the assessor parcel maps and determine the assessor parcel numbers that will be valid for the fiscal year.

Building Permit Tracking: If required to implement the special tax formula, monitor on an annual basis which parcels have had building permits issued and the type of land use for which such permits or certificates have been issued.

Classification of Property: Pursuant to the RMA, categorize each parcel to the appropriate special tax classification, including each category of Developed Property and Undeveloped Property.

Database Management: Prepare a database for the CFD which will contain all properties, parcel numbers, square footage, assigned tax categories, and other relevant information which will allow for the assignment of the special tax pursuant to the RMA.

A-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the RMA. GCG will identify all CFD expenses including annual debt service, administrative expenses, and collection costs. Any applicable surplus special taxes, interest earnings , and other credits will be applied to reduce the annual special tax levy.

A-3. Annual CFD Administration Report Preparation
GCG will annually prepare a special tax administration report for the CFD which contains the results of our parcel research and findings of the financial analysis. An explanation of the methodology employed to calculate the special taxes levied will be incorporated. The report will also include annual reporting items required by the newly adopted Senate Bill 165 (Local Agency Special Tax and Bond Accountability Act). The appendix to this report will identify the special tax levy for each assessor' s parcel for the fiscal year.

A-4. Annual Special Tax Enrollment
72 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services – Exhibit A

GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and format it in compliance with the specific formatting instructions of the County Auditor- Controller's office. The formatted tax levies will be submitted to the Auditor Controller's Office on or before August 10 (or other specified date) for inclusion on the consolidated property tax bills.

A-5. Delinquent Special Tax Reporting
GCG will monitor the Auditor-Controller's tax collection summaries and report on delinquent parcels and corresponding delinquent CFD taxes. After discussion with the City, GCG will prepare and mail demand letters to property owners with delinquent special taxes. Additionally, GCG will work with the City to ensure the CFD's compliance with any foreclosure covenants and provisions in the bond documents.

A-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties' questions regarding the special tax and other CFD related issues. A GCG staff member will be listed as the contact for calls that are received by the Treasurer/Tax Collector's Office, and calls will be responded to on the day received.

A-7. Mello-Roos Cash Flow Analysis
If needed for subsequent bond issues for the CFD, GCG will update the financial cash flow model for the CFD to examine the relationship of special tax revenues and de bt service requirements. This cash flow model will incorporate information regarding bonded indebtedness and current and projected development.

A-8. Coordination of Foreclosure Activities
If requested, GCG will assist the City in complying with provisions in the bond indenture or fiscal agent agreement regarding actions to be taken in the event of a foreclosure on a property due to tax delinquency. GCG will coordinate with City staff and legal counsel to identify those parcels for which judicial foreclosure will be initiated.

A-9. Prepayment Calculations
GCG will provide developers, title agents and other interested parties with the prepayment amount required to pay down the special tax lien on their property(ies).

A-10. Bond Redemption Administration
GCG will work with the homebuilders, title agents and bond trustee to ensure that prepayment checks are processed properly and the correct bond amount is redeemed at each interest payment date. GCG will further ensure that prepayment amounts are allocated to the appropriate CFD accounts.

A-11. Disclosure Regulations Compliance
GCG will provide information to the Nationally-Recognized Municipal Securities Information Repositories (pursuant to S.E.C. regulations) and the California Debt and Investment Advisory Commission (pursuant to Senate Bill 1464) and prepare special tax disclosure materials to home buyers as specified in Senate Bill 1464. This task shall include the following subtasks:
a. Submit the annual Fiscal Report as specified in Government Code Section 53359.5 to the California Debt and Investment Advisory Commission by October of each year. 73 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services – Exhibit A

b. Submit the annual Debt Transparency Report required pursuant to SB 1029 to the California Debt and Investment Advisory Commission by January 31 of each year. c. Prepare the CFD parcel tax reporting information pursuant to AB 2109 and provide to the City in January of each year to incorporate in its Financial Transactions Report for the State Controller’s Office d. Pursuant to SB 165, the Local Agency Special Tax and Bond Accountability Act, prepare annual reporting requirements regarding the disposition of the special taxes collected and bonds issued by a local public agency during the past fiscal year.

A-12. Arbitrage Rebate Calculations
If requested, GCG will prepare annual or five-year arbitrage rebate calculations. A report, identifying the rebate liability for the CFD, will be produced. GCG will determine the amount, if any, that must be rebated to the federal government at each five year interval.

B. ADMINISTRATION OF SERVICES CFDs
B-1. Background Research and Data Collection
Each fiscal year, GCG will confirm the Assessor's parcel numbers for lots within the CFD and determine which parcels are Developed Property and which remain Undeveloped Property. GCG will categorize Developed Property as Single Family Detached Property, Single Family Atta ched Property, Multi-Family Property, or Non-Residential Property and include them on the tax roll for the fiscal year.

B-2. Annual Special Tax Levy Calculation
GCG will calculate the special tax levy for each taxable parcel in the CFD by applying the RMA. In coordination with the City, GCG will identify the maintenance costs and administrative expenses to be covered by the special tax levy and will levy the special tax in the amount needed, up to the maximum special tax for each parcel.

B-3. Summary of Annual Special Tax Levy
GCG will annually prepare a summary of the special tax levy which contains the results of our parcel research and identification of costs to be paid in the current fiscal year. The appendix to this summary will identify the special tax levy for each Assessor' s parcel for the fiscal year.

B-4. Annual Special Tax Enrollment
GCG will compile a list of parcels in the CFD that will be subject to the special tax levy and format it in compliance with the specific formatting instructions of the County Auditor-Controller's Office. The formatted tax levies will be submitted on or before August 10 (or other specified date) for inclusion on the consolidated property tax bills.

B-5. Delinquency Management
GCG will monitor the County's tax collection summaries and report on delinquent parcels and corresponding delinquent CFD taxes.

74 Consulting Services Agreement between City of Dublin and 07/20/21 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services – Exhibit A

B-6. Answer Inquiries from Various Parties
GCG will respond to property owners, realtors, title companies, appraisers and other parties' questions regarding the special tax and other CFD related issues. A GCG staff member will be listed as the contact for calls that are received by the County Tax Collector's Office, and most calls will be responded to on the day received.

C. CONTINUING DISCLOSURE
C-1. Annual Report Preparation
GCG will review the Official Statement and other bond documents to prepare a list of data needs pursuant to the reporting requirements in the Continuing Disclosure Certificate (CDC). GCG will work closely with City staff to compile the required data in a timely fashion in order to complete drafts of the annual report and provide them to City staff prior to the submittal deadline each year. After City staff have reviewed and commented on the draft disclosure report, GCG will incorporate edits and comments and prepare the report for dissemination.

C-2. Annual Report Dissemination
GCG will act as the City’s dissemination agent and will file the annual reports with the Municipal Securities Rulemaking Board Electronic Municipal Market Access (“EMMA”) website. GCG will confirm with City staff that the annual report has been submitted and will provide a submission receipt for each report filed on EMMA. If requested, GCG will provide hard copies of each report to the City. If any report cannot be filed on or before the submittal deadline for any reason, pursuant to the Continuing Disclosure Certificate, GCG will notify the City and prepare a Notice of Failure to File and post this to the EMMA website.

C-3. Credit Rating Agencies Monitoring
If the City is ever notified that there is a change in the credit rating for the Bonds, GCG will report the rating change on the EMMA website pursuant to the requirements in the CDC.

C-4. Notice of Significant Event Preparation
In the event of a Significant Event, as defined in the CDC, GCG will prepare the Notice of Significant Event and file it on the EMMA website. Prior to filing the Notice, GCG wi ll provide a draft copy of the Notice and revise it, as necessary, based on City feedback.

75 Consulting Services Agreement between City of Dublin and 07/20/2021 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services - Exhibit B

EXHIBIT B

COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
A. Administration of Infrastructure CFD
The budget for CFD administration services is $10,600 per year per district plus expenses. This budget includes all aspects of CFD administration, including preparation of the tax levy, delinquency management, continuing disclosure, and arbitrage rebate calculations. The budget represents a maximum amount not to be exceeded; additional consulting services beyond those included in the scope of work may be provided within the maximum budget if total hourly billings are less than the budget maximum. Alternatively, if the scope of work can be completed for less than the maximum budget, only hours actually expended will be billed. This maximum fee will be subject to an inflation adjustment after the first fiscal year. Each CFD/Improvement Area shal l be treated independently for determining the annual budget calculation,
GCG Hourl y Service Rates
Managing Principal $330/Hour
Senior Principal $320/Hour
Principal $285/Hour
Vice President $250/Hour
Senior Associate $225/Hour
Associate $210/Hour
Analyst $200/Hour
Research Assistant $90/Hour
Note: These hourly rates are effective through December 31, 2021 and may be adjusted thereafter.

B. Administration of Services CFD
The budget for the administration of a services CFD services is $4,000 per year plus expenses. The budget represents a maximum amount not to be exceeded; additional consulting services beyond those included in the scope of work may be provided within the maximum budget if total hourly billings are less than the budget maximum. Alternatively, if the scope of work can be completed for less than the maximum budget, only hours actually expended will be billed.

This maximum fee will be subject to an inflation adjustment after the first fiscal year. Upon any additional annexations of property into the Services CFD, the City and GCG, upon mutual agreement will adjust the annual budget for administration to account for addition work that will be required.

C. Bond Issuance
The fee for services and expenses associated with each bond issuance is $60,000, which amount shall be paid from bond proceeds if and when such issuance takes place. If it is requested that GCG order the CalMuni overlapping debt report, GCG will also be reimbursed for the cost of the report which generally does not exceed $700. This budget may be adjusted for inflation after December 31, 2021. If the issuance is not completed, GCG will not bill for services provided.
76 Consulting Services Agreement between City of Dublin and 07/20/2021 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services - Exhibit B

D. Expenses
In addition to fees for service, GCG will be reimbursed for mileage, overnight delivery service, data purchased from outside data sources, recording fees, and other out-of-pocket expenses E. Continuing Disclosure
For Services referenced in Section C of Exhibit A of this Agreement, GCG will be compensated a maximum budget of $4,000 for services provided. This maximum fee will be subj ect to an inflation adjustment after the first fiscal year.

The table below reflects the rates in effect as of the date of execution of this Agreement.

GCG Hourl y Service Rates
Managing Principal $330/Hour
Senior Principal $320/Hour
Principal $285/Hour
Vice President $250/Hour
Senior Associate $225/Hour
Associate $210/Hour
Analyst $200/Hour
Research Assistant $90/Hour
Note: These hourly rates are effective through December 31, 2021 and may be adjusted thereafter.

In addition to fees for service, GCG will be reimbursed for mileage, overnight delivery service, data purchased from outside data sources, recording fees, and other out-of-pocket expenses 77 Consulting Services Agreement between City of Dublin and 07/20/2021 Goodwin Consulting Group, Inc for On-call Special Tax and Disclosure Consultant Services -Exhibit && Page  of 

EXHIBIT C

INDEMNIFICATION
Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first. 78 STAFF REPORT

CITY COUNCIL

Agenda Item 4.4
DATE: September 20, 2022

TO: Honorable Mayor and City Councilmembers

FROM: Linda Smith, City Manager

SUBJECT:

City Proclamations for the Month of October
Prepared by: Cierra Fabrigas, Executive Aide

EXECUTIVE SUMMARY:

The City Council will consider the following proclamations for the month of October in the City of Dublin: Walk and Roll to School, Fire Prevention Week, Red Ribbon Week, Bullying Prevention Month & Unity Day, Energy Action Month, Breast Cancer Awareness Month, Domestic Violence Awareness Month, Youth Justice Awareness Month, Disability Employment Awareness Month, Cybersecurity Awareness Month, Arts and Humanities Month, Global Diversity Awareness Month, Children's Environmental Health Month, Manufacturing Day, and Substance Abuse Prevention Month.

STAFF RECOMMENDATION:

Approve the proclamations.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The City Council will consider the following proclamations for the month of October:

1. Walk and Roll to School

2. Fire Prevention Week

3. Red Ribbon Week

4. Bullying Prevention Month & Unity Day

5. Energy Action Month
79

6. Breast Cancer Awareness Month

7. Domestic Violence Awareness Month

8. Youth Justice Awareness Month

9. Disability Employment Awareness Month

10. Cybersecurity Awareness Month

11. Arts and Humanities Month

12. Global Diversity Awareness Month

13. Children’s Environmental Health Month

14. Manufacturing Day

15. Substance Abuse Prevention Month

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:`

1) Walk and Roll to School Proclamation
2) Fire Prevention Week Proclamation
3) Red Ribbon Week Proclamation
4) Bullying Prevention Month & Unity Day Proclamation
5) Energy Action Month Proclamation
6) Breast Cancer Awareness Month Proclamation
7) Domestic Violence Awareness Month Proclamation
8) Youth Justice Awareness Month Proclamation
9) Disability Employment Awareness Month Proclamation
10) Cybersecurity Awareness Month Proclamation
11) Arts and Humanities Month Proclamation
12) Global Diversity Awareness Month Proclamation
13) Children’s Environmental Health Month Proclamation
14) Manufacturing Day Proclamation
15) Substance Abuse Prevention Month Proclamation

80 Attachment 1

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN

CALIFORNIA
“Walk and Roll to School Week”
WHEREAS, the City of Dublin acknowledges that walking and bicycling to and from school establishes connections between families, schools and the community, and increases awareness of issues surrounding physical activity among children, pedestrian safety, traffic congestion, and the environment; and
WHEREAS, Safe Routes to Schools is an international movement with programs in more than 40 countries and all 50 states that strives to increase the percentage of students and parents utilizing alternative methods of travel to and from school, such as walking or bicycling, through the provision of resources, encouragement, and expertise; and
WHEREAS, the Alameda County Safe Routes to Schools program is promoting the month of October as International Walk to School Month, an annual event that encourages students and parents to walk and bicycle to and from school; and WHEREAS, the City of Dublin is coordinating Walk and Roll to School Week events with Alameda County Safe Routes to Schools and Dublin Unified School District during the second week of International Walk to School Month; and WHEREAS, children, parents, and caregivers, and community leaders across the United States are joining together to walk to school in an effort to learn healthy and safe pedestrian habits.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim the week of October 3, 2022 through October 7, 2022 as “Walk and Roll to School Week” in the City of Dublin, and we call upon all parents and students registered with Dublin Schools to consider walking and bicycling to and from school throughout the week.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 81 Attachment 2

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Fire Prevention Week”
WHEREAS, the City of Dublin is committed to ensuring the safety and security of all those living in and visiting our community; and WHEREAS, fire is a serious public safety concern both locally and nationally, and homes are the locations where people are at greatest risk from fire; and WHEREAS, home fires killed 2,580 people in the United States in 2020, according to the National Fire Protection Association (NFPA), and fire departments in the United States responded to 356,500 home fires; and
WHEREAS, smoke alarms sense smoke well before you can, alerting you to danger in the event of fire in which you may have as little as two minutes to escape safely; and
WHEREAS, working smoke alarms cut the risk of dying in reported home fires in half; and WHEREAS, Dublin residents should be sure everyone in the home understands the sounds of the alarms and knows how to respond; and WHEREAS, Dublin residents who have planned and practiced a home fire escape plan are more prepared and will therefore be more likely to survive a fire; and WHEREAS, Dublin residents will make sure their smoke and carbon monoxide alarms meet the needs of all their family members, including those with sensory or physical disabilities; and
WHEREAS, Dublin first responders are dedicated to reducing the occurrence of home fires and home fire injuries through prevention and protection education; and WHEREAS, Dublin residents are responsive to public education measures are better able to take personal steps to increase their safety from fire, especially in their homes; and
WHEREAS, the 2022 Fire Prevention Week theme, “Fire won’t wait. Plan your escape.TM,” effectively serves to remind us it is important to have a home fire escape plan.

NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby proclaim October 9-15, 2022 as Fire Prevention Week in the City of Dublin and urges all citizens to practice a home fire escape for Fire Prevention Week 2022 and to support the many public safety activities and efforts of the Alameda County fire and emergency services.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 82 Attachment 3

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Red Ribbon Week”
WHEREAS, tobacco, alcohol, and other drug use and abuse has reached pandemic stages in California and throughout the United States and it is imperative that community members launch unified and visible tobacco, alcohol, and other drug prevention education programs and activities to eliminate the demand for these substances; and WHEREAS, parents, youth government, business, law enforcement, schools, religious institutions, service organizations, social services, health services, media, and the general public will demonstrate their commitment to drug-free communities by wearing and displaying red ribbons during this week-long celebration; and WHEREAS, the City of Dublin further commits resources to ensure the success of the Red Ribbon Week Celebration and year- round tobacco, alcohol, and other drug prevention efforts; and WHEREAS, the 2o22 theme for Red Ribbon Week is “Celebrate Life. Live Drug Free.” NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby proclaim October 23-31, 2022, as “Red Ribbon Week” in the City of Dublin and encourages all citizens to participate in tobacco, alcohol and other drug prevention programs and activities.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 83 Attachment 4

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Bullying Prevention Month & Unity Day”
WHEREAS, bullying is physical, verbal, sexual, or emotional harm or intimidation intentionally directed at a person or group of people, and occurs in neighborhoods, playgrounds, schools, and through technology, such as the internet and cell phones; and WHEREAS, every October, schools and organizations across the country join STOMP Out Bullying in observing National Bullying Prevention Month. The goal is to encourage schools, communities, and organizations to work together to stop bullying and cyberbullying and put an end to hatred and racism by increasing awareness of the prevalence and impact of all forms of bullying on children of all ages; and WHEREAS, Unity Day is held annually on the third or fourth Wednesday of October since 2011 and is a part of the anti-bullying campaign; and WHEREAS, the color orange was chosen to represent Unity Day because it is described as vibrant, warm and inviting, and is commonly associated with safety and visibility. All persons are encouraged to wear orange on this day; and WHEREAS, various researchers have concluded that bullying is the most common form of violence, affecting millions of American children and adolescents annually, with thousands of California children and adolescents affected by bullying annually; and WHEREAS, targets of bullying are more likely to acquire physical, emotional, and learning problems and students who are repeatedly bullied often fear such activities as riding the bus, going to school, and attending community activities; and WHEREAS, children who bully are at greater risk of engaging in more serious violent behaviors, and children who witness bullying often feel less secure, more fearful, and intimidated.

NOW, THEREFORE, BE IT RESOLVED,that the Dublin City Council does hereby proclaim October 2022 as “Bullying Prevention Month” in the City of Dublin and encourages citizens to engage in a variety of awareness and prevention activities designed to make our communities safer for all children and adolescents.

DATED: September 20, 2022
Mayor Melissa Hernandez Vice Mayor Jean Josey
Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 84 Attachment 5

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Energy Action Month”
WHEREAS, October is Energy Action Month, an annual national effort to highlight the importance of energy to our national prosperity and security; and
WHEREAS, conserving and using energy more efficiently protects Dublin’s valuable natural resources, reduces greenhouse gas emissions, and improves air quality; and
WHEREAS, local renewable energy development can offer employment and economic opportunities while contributing to a sustainable and more resilient Dublin; and
WHEREAS, increasing innovation and public interest in energy efficiency, renewable energy and battery storage development greatly benefits our future generations; and
WHEREAS, increasing energy efficiency in new construction and promoting existing building retrofit opportunities at public and private facilities represents financial savings for the citizens of Dublin.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Energy Action Month” in the City of Dublin and encourages all citizens of Dublin to conserve and use energy more efficiently in their homes, schools, and workplaces.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 85 Attachment 6

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Breast Cancer Awareness Month”
WHEREAS, October 2022 is National Breast Cancer Awareness Month; and WHEREAS, according to the World Health Organization, breast cancer is the most common cancer among women worldwide, and breast cancer is the most common cancer among women in the United States; and WHEREAS, breast cancer is the second leading cause of cancer death among women; and WHEREAS, the chance of developing invasive breast cancer at some time in a woman’s life is about one in eight; and WHEREAS, death rates from breast cancer have been declining since about 1990, in part due to better screening and early detection, increased awareness, and continually improving treatment options; and WHEREAS, mammography, an x-ray of the breast is recognized as the single most effective method of detecting breast changes that may be cancer long before physical symptoms can be seen or felt.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim the month of October 2022 as “Breast Cancer Awareness Month” in the City of Dublin and encourages all citizens to increase awareness about the importance for women to make an informed decision with their health care provider about early detection and testing for breast cancer.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 86 Attachment 7

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN

CALIFORNIA
“Domestic Violence Awareness Month”
WHEREAS, one in every four women will experience domestic violence during her lifetime, and approximately 15.5 million children are exposed to domestic violence every year; and
WHEREAS, the problem of domestic violence is not confined to any group or groups of people, but crosses all economic, racial, gender, educational, religious, and societal barriers, and is sustained by societal indifference; and WHEREAS, victims of violence should have access to medical and legal services, counseling, transitional housing, and other supportive services so that they can escape the cycle of abuse; and WHEREAS, we encourage domestic violence victims and their families to seek assistance from Tri-Valley Haven and other appropriate victims services organizations, and we recognize the compassion and dedication of the individuals who provide services to victims of domestic violence; and
WHEREAS, local programs, state coalitions, national organizations, and other agencies, nationwide are committed to increasing public awareness of domestic violence and its prevalence, and to eliminating it through prevention and education.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Domestic Violence Awareness Month” in the City of Dublin and encourages the community to be cognizant of the important work done by domestic violence programs and victims service providers, as well as actively participate in the scheduled activities and programs that work towards the elimination of personal and institutional violence against women and children.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 87 Attachment 8

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Youth Justice Action Month”
WHEREAS, October is Youth Justice Action Month, and this year the campaign for youth justice joins other national organizations and movements in calling for our local communities to fight for equity; and WHEREAS, the historical role of the juvenile court system is to rehabilitate and treat youthful offenders while holding them accountable and maintaining public safety, and it is therefore better equipped to work with youth than the adult criminal justice system; and WHEREAS, an estimated 200,000 youth are tried, sentenced, or incarcerated as adults every year in the United States and the majority of the youth are prosecuted for non-violent offenses; and
WHEREAS, youth of color and youth with disabilities and mental health issues are disproportionately represented at all stages of the criminal justice system; and
WHEREAS, youth who receive extremely long sentences deserve an opportunity to demonstrate their potential to grow and change; and WHEREAS, the youth of Dublin are an important part of the vision of our community and we will continue to advocate for programs and policies that support equal access for all.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Youth Justice Action Month” in the City of Dublin and encourage all residents to join in the campaign to commit to awakening, confronting, and transforming our community to fight for equity, humanity, and justice for all.

DATED: September 20, 2022
Mayor Melissa Hernandez Vice Mayor Jean Josey
Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 88 Attachment 9

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Disability Employment Awareness Month”
WHEREAS, according to the Department of Labor, October 2022 marks the 77 th anniversary of the National Disability Employment Awareness Month; and
WHEREAS, the history of National Disability Employment Awareness Month traces back to 1945 when Congress enacted a law declaring the first week in October each year “National Employ the Physically Handicapped Week”; and WHEREAS, National Disability Employment Month is a campaign that raises awareness about disability employment issues and celebrates the many and varied contributions of America’s workers with disabilities; and WHEREAS, the U.S. Department of Labor designated this year’s theme as “Disability: Part of the Equity Equation”; and WHEREAS, it is critical for employers and their employees to play an active role in National Disability Employment Awareness Month by reviewing policies, establishing an employee resource group, training supervisors on fostering an inclusive workplace culture, and providing training on relevant policies, including the process for providing reasonable accommodations.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Disability Employment Awareness Month” in the City of Dublin and calls upon all residents to learn how to support disability employment awareness.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 89 Attachment 10

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Cybersecurity Awareness Month”
WHEREAS, the City of Dublin recognizes that it plays a vital role in identifying, protecting and responding to cyber threats that may have a significant impact on security and privacy; and WHEREAS, critical infrastructure sectors are increasingly reliant on information systems to support financial services, energy, telecommunications, utilities, health care, and emergency response systems; and WHEREAS, in support of the Cybersecurity Framework, and to better assist businesses and government entities in addressing cyber threats, the Center for Internet Security/Multi-State ISAC, the Council on Cybersecurity, the Governors’ Homeland Security Advisors Council, and public and private sector entities have developed a campaign to promote good cyber hygiene through actionable guidance for government and businesses, and to promote innovation, strengthen cybersecurity investment, and enhance resilience across all sectors; and
WHEREAS, maintaining the security of cyberspace is a shared responsibility in which each of us has a critical role to play by being aware of computer security essentials that will improve the security of the City of Dublin’s information infrastructure and the economy.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Cybersecurity Awareness Month” in the City of Dublin and encourages our citizens to learn about cyber security and put that knowledge into practice in their homes, schools, workplaces and businesses.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 90 Attachment 11

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Arts and Humanities Month”
WHEREAS, National Arts and Humanities Month (NAHM) is a coast-to-coast collective celebration of culture in America; and WHEREAS, each year since 1993, NAHM has helped give millions of Americans the opportunity to explore new facets of the arts and humanities in their lives and has encouraged them to begin a lifelong habit of active participation; and WHEREAS, National Arts and Humanities Month’s four primary goals are to: create a national, state, and local focus on arts and humanities through the media; encourage the active participation of individuals, as well as arts, humanities, and other interested organizations nationwide; provide an opportunity for federal, state, and local business, government, and civic leaders to declare their support for the arts and humanities; and establish a visible method of raising public awareness about the arts and humanities; and
WHEREAS, the City of Dublin supports art as it adds value to the community, celebrates diversity, encourages creativity, highlights shared experiences, provokes thought and conversation, inspires reflection and emotion, and increases community pride; and
WHEREAS, the City of Dublin will be participating by highlighting throughout the month the amazing arts that are showcased throughout Dublin on our social media platforms and website.

NOW, THEREFORE, BE IT RESOLVED, that the Dublin City Council does hereby proclaim October 2022 as “Arts and Humanities Month” in the City of Dublin and encourages all residents to join in celebrating the art throughout Dublin and Alameda County.

DATED: September 20, 2022
Mayor Melissa Hernandez Vice Mayor Jean Josey
Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 91 Attachment 12

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Global Diversity Awareness Month”
WHEREAS, this October, Global Diversity Awareness Month is celebrated to pay tribute to the diverse minds and beliefs held by all cultures around the world; and
WHEREAS, we live in a multicultural society and embracing the values of various cultures only strengthens our understanding and appreciation of the world; and
WHEREAS, after World War II, the Universal Declaration of Human Rights was adopted by the United Nations General Assembly at the Palais de Chaillot in Paris, and the Declaration represents the first global expression of rights to which all human beings are inherently entitled and acknowledges that we should remember and understand the value of each human being, regardless of their nationality, color, race, sex, gender, country of origin, language, or creed; and
WHEREAS, as the world becomes more connected and globalized, it’s important to remember that a global monoculture, or a homogenization of cultures, kills off traditional cultures and unique traits of people; and WHEREAS, the City of Dublin believes that the diversity of our community helps make Dublin a great place to live, work, and raise a family, and supports a wide range of programs and events that reflect and cater to the diversity of our residents.

NOW, THEREFORE, the Dublin City Council does hereby proclaim October 2022 as “Global Diversity Awareness Month” in the City of Dublin and encourages all residents and businesses in Dublin to take time to appreciate the diversity that exists within the community.

DATED: September 20, 2022
___
Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 92 Attachment 13

A PROCLAMATION OF THE

CITY OF DUBLIN, CALIFORNIA
“Children’s Environmental Health Month”
WHEREAS, the City of Dublin believes that our children are the future and are especially vulnerable to environmental health issues because they are physiologically very different from adults and are in a dynamic state of growth. They live and play much closer to the ground than adults do, and are therefore exposed differently to toxins; and
WHEREAS, all children are affected by environmental hazards because different kinds of pollution can be found throughout the city and county.

Contaminants are transported through many media, including air, water, soil, and food, and are absorbed by children when they breathe, drink, eat, and touch the contaminated media. Children’s exposure to these toxins can harm their health; and WHEREAS, Children’s Environmental Health Month was created to raise awareness about the importance of ensuring clean air and water, safe food and consumer products, and healthy environments during a child’s development and beyond; and WHEREAS, Children’s Environmental Health Month is a national and statewide effort supported by individuals, nonprofit organizations, and government agencies, and was first recognized by the California Legislature in 2019; and WHEREAS, Children’s Environmental Health Month encourages individuals and organizations to raise awareness and understanding of children’s environmental health issues, seek improved protections for children, and perform acts of sustainability or environmental health wellness; and WHEREAS, the City of Dublin believes we can safeguard the health, safety, and well-being of our children, who are our most precious resource.

NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby proclaim October 2022 as “Children’s Environmental Health Month” and affirms that all children have a right to clean air and water, safer food and products, and healthy environments.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 93 A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN

CALIFORNIA
“Manufacturing Day”
October 7, 2022
WHEREAS, the United States National Institute of Science and Technology announced October 7, 2022, as National Manufacturing Day, and the City of Dublin joins the nation in celebrating modern manufacturing and inspiring the next generation of manufacturers to keep our economy growing stronger; and WHEREAS, collaboration between government, education, and industry is essential to job creation in our community and manufacturing businesses in Dublin provide vital employment opportunities and services for our residents; and WHEREAS, in partnership with the cities of Livermore and Pleasanton, as well as local organizations and educational institutions, Dublin is actively involved in Tri-Valley Manufacturing Day recognition activities; and WHEREAS, Manufacturing Day is a time to celebrate and to raise awareness of our manufacturing businesses and their contributions to our communities, our economy, and our nation.

NOW, THEREFORE, the City Council proclaims October 7, 2022, as “Manufacturing Day” in Dublin and encourages residents to learn more about the City’s manufacturing businesses and how we can support them.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 94 Attachment 15

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Substance Abuse Prevention Month”
WHEREAS, every day, thousands of young Americans try drugs or alcohol for the first time and for many, this decision will have a profound impact on their health and well-being; and
WHEREAS, every day, far too many Americans are hurt by alcohol and drug abuse. From diminished achievement in our schools, to greater risks on our roads and in our communities, to the heartache of lives cut tragically short, the consequences of substance abuse are profound; and WHEREAS, preventing substance use before it begins is the most effective way to eliminate the damage caused by drugs and the abuse of alcohol. Together, we can make sure all children have the opportunity to pursue happy, fulfilling, and productive lives; and WHEREAS, adult role models play an integral role in preventing youth substance abuse. We must lead by example, adopt positive behaviors, and talk to our kids about living substance-free. This month, we stand with local coalitions and community organizations as they advance their drive to keep young people, families and our Dublin community free from drug and alcohol abuse; and WHEREAS, substance abuse affects everyone, and each of us can play a part in helping the next generation make choices that support physical, mental, behavioral and emotional health. Parents, mentors and community members can model a healthy lifestyle and should talk with kids early and often about the dangers of drug and alcohol use. During National Substance Abuse Prevention Month, we recognize all those who work to prevent substance use in our community; and
WHEREAS, we have invested in outreach programs that empower young adults with the facts about substance abuse, and we have worked to stem the tide of prescription drug abuse through education, monitoring, proper disposal and enforcement.

NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby proclaim October 2022 as “Substance Abuse Prevention Month” in the City of Dublin and encourages all citizens to support all community prevention and education programs and make substance abuse prevention a public health priority.

DATED: September 20, 2022

Mayor Melissa Hernandez Vice Mayor Jean Josey

Councilmember Sherry Hu Councilmember Shawn Kumagai Councilmember Michael McCorriston 95 STAFF REPORT

CITY COUNCIL

Agenda Item 4.5
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Contract Change Order Authorization for Cricket Field Fencing at Fallon Sports Park - Phase 3
Prepared by: Rosemary Alex, Parks and Facilities Development Coordinator EXECUTIVE SUMMARY:

The City Council will consider increasing the contract change order authority of the City Manager for Fallon Sports Park - Phase 3, to allow the contractor, Suarez and Munoz Construction, Inc., to provide fencing and netting at the cricket field.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing the City Manager to Approve Contract Change Orders with Suarez and Munoz Construction, Inc. for the Fallon Sports Park - Phase 3 Project, CIP No. PK0119.

FINANCIAL IMPACT:

A $700,000 increase in the contingency amount is requested to cover the anticipated costs associated with fencing and netting work at the cricket field. There are sufficient funds in the project budget for Fallon Sports Park - Phase 3, CIP No. PK0119, (Attachment 2) to fund the additional contingency amount.

DESCRIPTION:

On February 16, 2021, the City Council adopted Resolution No. 15-21 awarding a contract to Suarez and Munoz Construction, Inc. for the Fallon Sports Park – Phase 3 Project, (CIP No.

PK0119) and authorizing the City Manager to approve contract change orders up to a contingency amount of $700,000 (Attachment 3). Currently, there is approximately $110,000 remaining in contingency.

During construction, there were necessary changes and additions to the project, which utilized approximately $590,000 of the contingency. The additional work included the expansion of cricket 96

pitches to five clay/grass pitches, revision to the irrigation system to accommodate the expanded number of pitches, and landscape restoration in the parking lot. Additionally, there were adjustments and integration of storm drainage, electrical and irrigation modifications, and inclusion of signage, concrete mow bands, and dugout shade fabric.

The project team, consisting of Staff, the design consultant, and a cricket play and maintenance consultant (who was brought on during the construction phase) have been reviewing the constructed conditions as the project nears completion. After the evaluation, the project team determined that cricket field fencing and netting is needed along a portion of the east side of the field, adjacent to Fallon Road, and along a portion of the west side of the field, next to the seating area and existing restroom/concession building (Attachment 4). The fencing and netting will help prevent balls going beyond the park boundary and will help protect park users.

The proposed cricket field fencing and netting is like the outfield boundary of the 90-foot baseball diamond near the southeast corner of Fallon Sports Park. The baseball field is enclosed with fencing and has netting above the fencing along the left field and right field boundaries to prevent baseballs from reaching Fallon Road and Central Parkway. For the cricket field, the proposed design includes up to six-foot-tall chain link fencing with netting above, to a height of up to 30 to 35 feet along Fallon Road and up to 30 feet along the seating area on the southwest side of the cricket field.

The increase in the contingency falls within the project budget but requires a change to the City Manager’s contract change authority. Staff is currently getting pricing from the contractor on the actual cost of the fencing and netting, but due to the projected opening date at the end of October, the request to bring this to City Council is in advance of that information.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Authorizing the City Manager to Approve Contract Change Orders with Suarez and Munoz Construction, Inc. for Fallon Sports Park - Phase 3, CIP No. PK0119 2) CIP No. PK0119
3) Resolution No. 15-21 Approving the Plans and Specifications, Rejecting a Bid Protest, and Awarding a Contract to Suarez and Munoz Construction, Inc. for the Fallon Sports Park – Phase 3 Project CIP No. PK0119
4) Aerial Site Plan
97 Attachment 1
Reso. No. XX-22, Item X.X, Adopted XX/XX/2022 Page 1 of 1 RESOLUTION NO. XX – 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AUTHORIZING THE CITY MANAGER TO APPROVE CONTRACT CHANGE ORDERS WITH SUAREZ AND MUNOZ CONSTRUCTION, INC. FOR FALLON SPORTS PARK - PHASE 3, CIP NO. PK0119
WHEREAS, on February 16, 2021, the City Council of the City of Dublin adopted Resolution No. 15-21 authorizing the City Manager or designee to execute a contract with Suarez and Munoz Construction, Inc. for the Fallon Sports Park - Phase 3 Project CIP No.

PK0119 (Project); and
WHEREAS, the City Council of the City of Dublin authorized the City Manager or designee to approve the Project Contract Change Orders for the Project up to the contingency amount of $700,000; and
WHEREAS, additional fencing and netting has been identified as needed along portions of the cricket field perimeter; and
WHERAS, sufficient budget is available in the Project to increase the Project contingency by $700,000.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby authorize the City Manager or designee to approve contract change orders with Suarez Munoz Construction, Inc. up to the revised contingency amount of $1,400,000 and increase the construction contract total to $8,017,814.

PASSED, APPROVED AND ADOPTED this 20th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
98 Number PK0119 Program PARKS
PRIOR
YEARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026-2027 FUTURE

YEARS TOTALS
9100 $110,492 $59,526 $170,018
9200 $530,378 $1,463,734 $1,994,112
9400 $1,414,615 $6,819,155 $8,233,770
9500 $23,774 $176,326 $200,100
$2,079,260 $8,518,740 $10,598,000
PRIOR
YEARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026-2027 FUTURE

YEARS TOTALS
4100 $2,079,260 $8,518,740 $10,598,000
$2,079,260 $8,518,740 $10,598,000
ANNUAL OPERATING IMPACT $195,000 $260,000 $260,000 $260,000 $260,000 2022-2027 CAPITAL IMPROVEMENT PROGRAM
FALLON SPORTS PARK - PHASE 3

ESTIMATED COSTS

FUNDING SOURCE
TOTAL
Miscellaneous
TOTAL
Public Facility Fees
Salaries & Benefits
Contract Services
Improvements

PROJECT DESCRIPTION
Fallon Sports Park is a 60-acre community park bordered by Fallon Road, Central Parkway, Lockhart Street and Gleason Drive. Phases 1 and 2 of the park have been completed and Phase 3 represents the final phase of park development.

The Phase 3 project provides for the design and construction of the remaining 14 acres of Fallon Sports Park, referred to as the Upper Terrace. On December 17, 2019, City Council approved the concept design that includes a cricket field, two ballfields, sand volleyball courts and multi-sport batting cages. Construction is underway and is projected to be substantially complete in summer 2022 with a park opening in fall 2022.

ANNUAL OPERATING IMPACT: $260,000
MANAGING DEPARTMENT: Public Works
99 100
101
Attachment 4

SEATING AREA

FENCE & NETTING

FALLON ROAD
102

STAFF REPORT

CITY COUNCIL

Agenda Item 4.6
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Payment Issuance Report and Electronic Funds Transfers Prepared by: Veronica Briggs, Senior Finance Technician EXECUTIVE SUMMARY:

The City Council will receive a listing of payments issued from July 1, 2022 – August 31, 2022 totaling $25,865,698.89.

STAFF RECOMMENDATION:

Receive the report.

FINANCIAL IMPACT:

SUMMARY OF PAYMENTS ISSUED
July 1, 2022 – August 31, 2022
Total Number of Payments: 616
Total Amount of Payments: $25,865,698.89
DESCRIPTION:

The Payment Issuance Report (Attachment 1) provides a listing of all payments for the period beginning July 1, 2022 through August 31, 2022. This report is provided in accordance with the policy adopted November 15, 2011, in Resolution No.189-11. The listing of payments has been reviewed in accordance with the policies for processing payments and expenditures.

The City’s practice of reporting payments to the City Council after the payments have been made is in compliance with California Government Code Sections 37208 (b) and (c), which allow for an agency to make payments without first being audited by the legislative body, as long as such payments are: 1) conforming to a budget approved by ordinance or resolution of the legislative body; and 2) presented to the legislative body for ratification and approval in the form of an 103

audited comprehensive annual financial report.

Since the City is transitioning from its current financial system (Eden) to a new system (Munis), there are two payment listings attached to this Staff Report. While the Eden report includes a list of vendors and descriptions of payments, the Munis report is not yet configured to include descriptions. Staff is working on a custom report that will replicate the Eden report format, and anticipates that it will be ready for next month’s payment issuance Staff Report.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Payment Issuance Report for July through August 2022 from Eden 2) Payment Issuance Report for July through August 2022 from Munis 104
Print Date: 09/07/2022 City of Dublin

ce Report
Payments Dated 7/1/2022 through 8/31/2022
Date Issued Payee Amount Description
07/05/2022 4LEAF INC. 63,502.00 BUILDING INSPECTIONS & PLAN REVIEW SVCS 07/05/2022 AT&T - CALNET 3 151.25 SERVICE TO 06/12/2022 07/05/2022 BOY SCOUT TROOP 968 1,100.00 ST. PATRICK'S FESTIVAL EVENT ASSISTANCE 07/05/20
22 BROOKFIELD RESIDENTIAL 94,043.70 REFUND OF PERFORMANCE SECURITY CASH DEPOSIT 07/05/2
022 CAL ENGINEERING & GEOLOGY INC 352.50 ENGINEERING SERVICES - APR 2022 07/05/2022 CALEHS 300.00 GENERATOR INSPECTION CIVIC CENTER JUN 2022 07/05/2
022 ECS IMAGING INC. 2,355.50 DOCUMENT SCANNING SERVICES 07/05/2022 GRAYBAR ELECTRIC COMPANY, INC. 25,828.05 SECURITY CAMERAS FOR THE WAVE 07/05/2022 HOPE HOSPICE, I NC. 10,000.00 HUMAN SERVICES GRANT FY21-22 07/05/2022 KIMLEY-HORN AND ASSO C. INC. 4,450.00 ENGINEERING SERVICES - APR 2022 1,965.00 ENGINEERING SERVICES - MAY 2022
Check Total: 6,415.00
07/05/2022 LOGOBOSS 376.39 P&CS STAFF POLO SHIRTS
07/05/2022 MNS ENGINEERS, INC. 16,197.50 ENGINEERING SERVICES - MAY 2022 07/05/2
022 PAKPOUR CONSULTING GR OUP, INC. 19,680.00 ENGINEERING SERVICES - MAY 2022 07/05/2022 PG&E 59,669.76 SERVICE TO 06/06/2 022
10,518.63 SERVICE TO 06/07/2022
102.12 SERVICE TO 06/09/2022
19,041.69 SERVICE TO 06/10/2022
213.52 SERVICE TO 06/11/2022
Check Total: 89,545.72
07/05/2022 QUENCH USA, INC. 549.05 WATER FILTER SYSTEMS FOR ALL FACILITIES 07/05/2
022 RAYNE OF SAN JOSE 149.35 WATER SOFTENER SERVICE -FIRE STATION 18 07/05/2022 SNG & ASSOCIATES INC. 10,997.50 ENGINEERING SERVICES - FEB 2022 13,980.
00 ENGINEERING SERVICES - JAN 2022
Check Total: 24,977.50
07/05/2022 SPECTRUM COMMUNITY SVCS INC. 1,599.22 HUMAN SERV ICES GRANT MAY 2022 07/05/2022 TIMECLOCK PLUS, LLC. 7,860.00 ANNUAL TIMECLOCK PLUS LICENSE 2,350.64 TIMECLOCK PLUS HARDWARE SUPPORT & MAINT
Check Total: 10,210.64
07/05/2022 TRB AND ASSOCIATES, I NC. 35,632.50 PLAN REVIEW & INSPECTION SVCS-FEB 2022 07/05/2022 TRI-VALLEY JANITORIAL INC. 22,002.75 JANIT ORIAL SERVICES - JUN 2022 07/05/2022 UNIVERSAL BUILDING SERVICES 566.00 CARPET CLEANING SERVICES CIVIC CENT ER 1,298.00 CARPET CLEANING SERVICES SHANNON CENTER
828.00 CARPET CLEANING SERVICES THE WAVE
700.00 WINDOW CLEANING SERVICES LIBRARY
1,010.00 WINDOW CLEANING SERVICES PSC
100.00 WINDOW CLEANING SERVICES CORP YARD
1,000.00 WINDOW CLEANING SERVICES SHANNON CENTER
800.00 WINDOW CLEANING SERVICES THE WAVE
Check Total: 6,302.00
07/05/2022 WATER SAFETY PRODUCTS, INC 1,714.27 WATERSLIDE HEIGHT STICKS Payments Issued 7/5/2022 Total: 432,984.89
07/07/2022 U.S. BANK CORPORATE PM T SYSTEM 1,458.78 BIKE TO WHEREVER DAY/COMPOST SURVEY SUPPLIES 1,213.23 BLDG OFFICIALS ANNUAL CONF EXP-SHREEVE
407.58

CALED CONF EXPENSES-WETHERFORD
Attachment 1
105

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

327.95 CALED CONFERENCE EXPENSES-FRANKLIN
3,640.83 COMPUTER EQUIPMENT
5,380.90 COMPUTER NETWORK EQUIPMENT
185.05 DUBLIN 40TH ANNIVERSARY SUPPLIES

44.06 DUBLIN DISTRICTS VINYL BANNER

524.84 EMERGENCY COMMUNICATIONS CONF EXP-MORAN

29.99 EMPLOYEE RETIREMENT SUPPLIES

87.25 ERP TRAINING LUNCH
200.69 ERP TRAINING LUNCHES & SUPPLIES
692.03 EXECUTIVE RETREAT SUPPLIES

4,290.43 EXEC TEAM RETREAT & COMMANDANT'S CONF EXP

1,138.09 FACILITIES LINEN CLEANING

1,335.21 HERITAGE CENTER SUPPLIES

849.46 HR TRAINING & CONFERENCE EXPENSES-CLEVENGER
2,461.01 IRON HORSE BRIDGE GROUNDBREAKING SUPPLIES
1,721.85 JOB POSTINGS

494.45 MMANC ANNUAL CONFERENCE REG-FOSS

450.00 MMANC ANNUAL CONFERENCE REG-MENDEZ

126.00 MMANC WOMEN'S LEADERSHIP CONF REG-STEFANSKI

527.90 OFFICE EQUIPMENT
299.96 OFFICE SUPPLIES

71.88 ONLINE PHOTO EDITING TOOL

16.53 P&CS PRIME MEMBERSHIP FEE

217.66 POLICE CONFERENCE EXPENSE-GRIFFITH

200.00 POLICE EVIDENCE APPRAISAL

1,092.68 POLICE EVIDENCE SUPPLIES
1,772.48 POLICE SUPPLIES
125.00 POLICE TRAINING

768.87 PUBLIC WORKS SUPPLIES

31.95 RECREATION SUPPLIES

370.78 SHANNON CENTER PARKING SIGNS

33.06 STAFF TRAINING SUPPLIES
3,574.74 SUMMER CAMP & AFTER SCHOO REC SUPPLIES
853.83 THE WAVE CAMERA POST MATERIALS

1,085.04 THE WAVE STAFF TRAINING & CERTIFICATIONS

1,804.47 THE WAVE SUPPLIES

1,958.69 THE WAVE SUPPLIES & STAFF CERTIFICATIONS

600.00 URBAN LAND INSTITUTE DUES-3 MEMBERS
2,746.56 VOLUNTEER LUNCH & PCS SUMMER TRNG SUPPLIES
Check Total: 45,211.76
Payments Issued 7/7/2022 Total: 45,211.76

07/11/2022 ABG ART GROUP 4,999.00 DUBLIN SCULPTURE ART DISPLAY 07/11/2022 ADVANCED INTEGRATED PEST 4,080.00 PEST CONTROL SERVICES-CAMP PARKS - MAY 2022 106

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

07/11/2022 ALAMEDA CO SHERIFF'S OFFICE 68.68 FIELD TRAINING OFFICER MANUAL PRINTING 07/11/2022 ALPHA MEDIA LLC 3,500.00 KKIQ VIDEO PROMOTION MONTHLY SERVICE

600.00 THE WAVE VIDEO ADVERTISEMENT

3,500.00 THE WAVE VIDEO PROMOTION
Check Total: 7,600.00
07/11/2022 AMY'S ENGRAVED SIGNS & AWARDS 27.56 EMPLOYEE NAMEPLATE - SONG 07/11/2022 ANGEL HOUZE CLAY ART 1,650.00 REC CLASS INSTRUCTOR 07/11/2022 APEX GRADING 8,500.00 MAINTENANCE SVCS-SCHAEFER RANCH GHAD 07/11/2022 ARORA, AKSHAY 64,671.90 REC CLASS INSTRUCTOR 07/11/2022 AT&T - CALNET 3 307.25 SERVICE TO 06/26/2022

132.90 SERVICE TO 06/27/2022
Check Total: 440.15
07/11/2022 BAY ALARM COMPANY 2,150.00 HERITAGE CENTER ALARM INSTALLATION 07/11/2022 BRAS & MATTOS MONUMENT COMPANY 23,200.00 PIONEER CEMETERY MEMORIAL PROGRAM SUPPLIES 07/11/2022 CALIFORNIA SPIRIT ELITE, INC. 6,531.00 REC CLASS INSTRUCTOR 07/11/2022 CARBONIC SERVICE 746.90 POOL CHEMICALS
07/11/2022 CASTRO VALLEY PERFORMING ARTS 3,876.00 REC CLASS INSTRUCTOR 07/11/2022 CHALLENGER SPORTS 2,736.00 REC CLASS INSTRUCTOR 07/11/2022 CLUB V.I.P. VOLLEYBALL 1,071.00 REC CLASS INSTRUCTOR 07/11/2022 CODE FOR FUN 2,233.00 REC CLASS INSTRUCTOR
07/11/2022 CODE PUBLISHING, LLC 93.75 MUNI CODE UPDATES 07/11/2022 COMMUNICATION ACADEM Y 857.50 REC CLASS INSTRUCTOR 07/11/2022 COOKING ROUND THE WORLD 5,640.00 REC CLASS INSTRUCTOR 07/11/2022 CSW/STUBER-STROEH ENGINEERING 242.00 STANDARDS FOR MICRO TRENCHING SVCS MAY 2022 07/11/2022 DEPT OF INDUSTRIAL RE LATIONS 950.00 THE WAVE RIDE INSPECTION - EMERALD PLUNGE

852.50 THE WAVE RIDE INSPECTION - MT. DIABLUE
901.25 THE WAVE RIDE INSPECTION - RIPTIDE RIDER

852.50 THE WAVE RIDE INSPECTION - SHAMROCK SWIRL

2,022.50 THE WAVE RIDE INSPECTION - THE DUBLIN SCREAMER

585.00 THE WAVE RIDE INSPECTION - EMERALD PLUNGE

901.25 THE WAVE RIDE INSPECTION - THE GOLDEN WAVE
391.25 THE WAVE RIDE INSPECTION - WATERSLIDE
Check Total: 7,456.25
07/11/2022 DUBLIN UNIFIED SCHOOL DISTRICT 14.77 STAGER GYM - DSRSD 4/1/22-5/31/22

236.62 STAGER GYM - SPURR 3/2/22-3/31/22
1,182.32 STAGER GYM ELECTRIC 4/13/22-5/11/22
Check Total: 1,433.71
07/11/2022 DUTCHOVER & ASSOCIATES 776.25 LANDSCAPE PLAN CHECK & INSPECTIONS MAY 2022 07/11/2022 EAST BAY POOL SERVICE, INC. 21,120.00 WATER PARK MONTHLY MAINTENANCE 07/11/2022 ENTERPRISE RENT A CAR 1,914.82 VEHICLE RENTAL-SPECIAL INVESTIGATIONS UNIT 07/11/2022 EVERPRO KIDS 7,021.80 REC CLASS INSTRUCTOR
07/11/2022 FERGUSON, ROBERT 5,141.40 REC CLASS INSTRUCTOR 07/11/2022 FUN WITH ACADEMICS, LLC 975.10 REC CLASS INSTRUCTOR 07/11/2022 GOLDEN STATE FLEET SVCS INC 100.00 POLICE VEHICLE TOW 07/11/2022 GOODFELLOW SEQUOIA AJV 286,249.25 IRON HORSE TRAIL BRIDGE AT DUBLIN BLVD PROJ 07/11/2022 GURUS EDUCATION EAST BAY 3,717.00 REC CLASS INSTRUCTOR 07/11/2022 HERC RENTALS INC. 1,041.56 ST. PATRICK’S FESTIVAL ELECTRICAL RENTALS 07/11/2022 INCREDIFLIX, INC 6,462.00 REC CLASS INSTRUCTOR 107

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

07/11/2022 INTEGRA PLANNING & LANDSCAPE 945.00 LANDSCAPE PLAN CHECK & INSPECTIONS MAY 2022 07/11/2022 KNORR SYSTEMS, INC. 4,531.61 THE WAVE HEATER ANNUAL MAINTENANCE 07/11/2022 LEHR AUTO 7,406.26 POLICE VEHICLE DOCKING STATIONS

145.22 POLICE VEHICLE MAINT & REPAIRS
Check Total: 7,551.48
07/11/2022 LSA ASSOCIATES INC. 4,421.25 PLANNING SVCS-INSPIRATION DR ASST LIVING 07/11/2022 LY, CAN T. 78.00 REC CLASS INSTRUCTOR
07/11/2022 MEREDITH FAMILY INC 16,218.00 REC CLASS INSTRUCTOR 07/11/2022 METRO SECURITY SERVICES 8,160.00 SECURITY SERVICE FOR THE WAVE 07/11/2022 MEYERS NAVE 1,305.00 LEGAL SERVICES-FALLON VILLAGE GHAD 07/11/2022 M-GROUP 6,425.00 PLANNING SVCS-BLVD PH1-5 & TASSAJARA HILLS 07/11/2022 MIDPOINT INTERNATIONAL 43,871.50 PUBLIC LITTER RECEPTACLES 07/11/2022 MINUTEMAN PRESS 1,329.74 SENIOR CENTER SIGNAGE 07/11/2022 PETIT, CHRISTINE 436.80 REC CLASS INSTRUCTOR 07/11/2022 PG&E 2,561.86 SERVICE TO 06/07/2022

295.15 SERVICE TO 06/08/2022
104.48 SERVICE TO 06/10/2022
4,160.44 SERVICE TO 06/13/2022

31,491.45 SERVICE TO 06/14/2022
Check Total: 38,613.38
07/11/2022 PILLAI, VIDYA 5,574.00 REC CLASS INSTRUCTOR 07/11/2022 PLAY-WELL TEKNOLOGIES 3,477.00 REC CLASS INSTRUCTOR 07/11/2022 PRIME TIME ENTERTAINMENT 1,500.00 SUMMER CONCERT AUDIO SYSTEM RENTAL 07/11/2022 PRUDENTIAL OVERALL SUPPLY 87.80 MAT SERVICE - CIVIC CENTER

45.80 MAT SERVICE - CORP YARD

46.40 MAT SERVICE - PSC

86.12 MAT SERVICE - SENIOR CENTER

80.90 MAT SERVICE - SHANNON CENTER
Check Total: 347.02
07/11/2022 QUINCY ENGINEERING 20,512.00 BRIDGE & STRUCTURE ASSET INSPECTION 07/11/2022 R. YOUNAN LLC 3,978.00 REC CLASS INSTRUCTOR 07/11/2022 RANA, PRIYANKA 11,000.00 WOOD ART RECOVERY SERVICE 07/11/2022 RECYCLIST 5,000.00 RECYCLIST PRGRM TRACKER IMPLEMENTATION 07/11/2022 REDWOOD TOXICOLOGY LAB. INC. 1,544.00 FORENSIC DRUG AND ALCOHOL EXAMS 07/11/2022 RRM DESIGN GROUP, A CA CORP 1,036.25 ENGINEERING SERVICES

2,103.75 LANDSCAPE PLAN CHECK & INSPECTIONS APR 2022

3,222.50 LANDSCAPE PLAN CHECK & INSPECTIONS MAY 2022
Check Total: 6,362.50
07/11/2022 RROOAR 5,965.63 REC CLASS INSTRUCTOR
07/11/2022 SF BAY RESOURCES 1,386.00 REC CLASS INSTRUCTOR 07/11/2022 SKATESATIONAL 1,530.00 REC CLASS INSTRUCTOR 07/11/2022 SMITH ART CONSERVATION 5,200.00 PUBLIC ART MAINTENANCE SERVICES 07/11/2022 STEMLAB, LLC 5,250.00 REC CLASS INSTRUCTOR
07/11/2022 SUAREZ & MUNOZ CONS TRUCTION 262,626.09 FALLON SPO RTS PARK-PH 3 CONSTRUCTION 07/11/2022 SURF TO SNOW ENVIRO NMENTAL 10,259.00 SPILL RESPONSE ASSISTANCE & MRP INSPECTION 07/11/2022 SWANK MOTION PICTURES INC 1,430.00 PICNIC FLIX MOVIE RENTAL 07/11/2022 TESSERAE-MOSAIC STUDIO 12,000.00 PUBLIC ART PRESERVATION-SHANNON PARK 07/11/2022 TREASURER ALAMEDA COUNT Y 3,602,181.46 DUBLIN POLICE SERVICES 02/20/22-04/16/22 108

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

07/11/2022 TREASURER ALAMEDA COUNTY 28,064.89 FUEL - APR 2022

23,271.01 FUEL - MAY 2022
Check Total: 51,335.90
07/11/2022 TRI-VALLEY JANITORIAL INC. 30,228.39 JANITORIAL SERVICES-CAMP PARKS JUN 2022 07/11/2022 WC3-WEST COAST CODE CONSULTANT 145.00 IN-HOUSE PLAN REVIEW SERVICES JUN 2022

13,463.75 PLAN REVIEW SERVICES JUN 2022
Check Total: 13,608.75
07/11/2022 WEE HOOP, INC. 1,274.40 REC CLASS INSTRUCTOR 07/11/2022 WETHERFORD, HAZEL 39.21 REIMBURSE CALED CONF EXPENSES 07/11/2022 WOLSKI, SAWSAN 4,999.00 DUBLIN 40TH ANNIVERSARY LAWN ART DISPLAY 07/11/2022 WORKFORCE INTEGRITY & 3,227.69 COMMUNITY WORKFORCE ADMIN SVCS JUN 2022 07/11/2022 WORLD CUP SOCCER CAMPS CL INICS 20,547.36 REC CLASS INSTRUCTOR Payments Issued 7/11/2022 Total: 4,711,093.74

07/19/2022 AT&T 685.87 CIVIC CENTER FIBER SERVICES
07/19/2022 AT&T - CALNET 3 1,472.99 SERVICE TO 05/31/22 07/19/2022 BREAKING BEARRIERS YOUTH CLUB 500.00 VOLUNTEER RECOGNITION ORGANIZATION AWARD 07/19/2022 CASCADIA CONSULTING GROUP, INC 7,257.50 SB 1383 IMPLEMENTATION ASSISTANCE APR 2022 07/19/2022 CHABOT-LAS POSITAS COLLEGE DST 9,239.88 HUMAN SERVICES GRANT FY21-22 07/19/2022 COMCAST 2,300.00 CIVIC CENTER & FIRE STATION INTERNET 07/19/2022 CPS HR CONSULTING 1,500.00 SEXUAL HARASSMENT PREVENTION TRAINING 07/19/2022 DELANOY, PETER N. 70,000.00 COMMERCIAL FACADE PRGM REIMBURSEMENT FY22 07/19/2022 DEPARTMENT OF JUSTICE 1,123.00 FINGERPRINTING SERVICES MAY 2022 07/19/2022 GOLDEN STATE WARRIORS LLC 450.00 JUNIOR WARRIORS UNIFORMS 07/19/2022 GONSALVES-WILLIAMS, ALEXANDER 522.52 MILEAGE REIMB PARK MONITOR JUN 2022 07/19/2022 HARRIS, HARRELL 600.00 PHOTOGRAPHY SERVICES FOR WATERPARK 07/19/2022 HEALTHEQUITY, INC. 720.20 COMMUTER TRANSIT FEES APR 2022

160.40 COMMUTER TRANSIT FEES FEB 2022

400.00 COMMUTER TRANSIT FEES JAN 2022

200.00 COMMUTER TRANSIT FEES JUN 2022
180.20 COMMUTER TRANSIT FEES MAR 2022
Check Total: 1,660.80
07/19/2022 JAVORSKY, KYLE 9.59 MILEAGE REIMBURSEMENT JUN 2022 07/19/2022 KWONG, MATT 157.37 MILEAGE REIMB PARK MONITOR JUN 2022 07/19/2022 LANGUAGE LINE SERVICES 29.25 LANGUAGE LINE SERVICES JUN 2022

64.46 LANGUAGE LINE SERVICES MAY 2022
Check Total: 93.71
07/19/2022 LOCAL GOVERNMENT COMMISS ION 2,636.36 CIVIC SPARK PRGM TO SUPPORT CLIMATE ACTION 07/19/2022 MANAGEMENT PARTNERS INC. 2,340.00 CITY MANAGER EVALUATION 2022

315.00 EXECUTIVE COACHING-RECREATION MANAGER
Check Total: 2,655.00
07/19/2022 MEYERS NAVE 63,024.64 LEGAL SERVICES MAY 2022 07/19/2022 OLINGHOUSE-CHIANG, DYLAN 119.93 MILEAGE REIMB PARK MONITOR JUN 2022 07/19/2022 OLINGHOUSE-CHIANG, JAYDEN 383.76 MILEAGE REIMB PARK MONITOR JUN 2022 07/19/2022 OLIVAS, DANIEL 12.46 MILEAGE REIMB PARK MONITOR JUN 2022 07/19/2022 OSMER, TAYLOR 19.31 MILEAGE REIMBURSEMENT JUN 2022 07/19/2022 PAKPOUR CONSULTING GROU P, INC. 2,282.50 FIBER NETWORK RESEARCH PROJECT JUN 2022 07/19/2022 QUINCY ENGINEERING 4,286.34 BRIDGE & STRUCTURE ASSET INSPECTION JUN 2022 07/19/2022 ROTH STAFFING COMPANIES, L. P. 3,200.00 TEMPORARY OFFICE SUPPORT 109

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

2,912.00 TEMPORARY OFFICE SUPPORT SERVICES
Check Total: 6,112.00
07/19/2022 SHUMS CODA ASSOCIAT ES INC 1,687.50 PLAN REVIEW SERVICES FOR JUN 2022 07/19/2022 SILVA, SHELBY 22.11 MILEAGE REIMBURSEMENT JUN 2022 07/19/2022 SMART WAVE TECHNOLOGIES, LLC 13,015.00 DOWNTOWN DUBLIN WI-FI ANNUAL SUPPORT 07/19/2022 STANFORD HEALTH -VALLEYCAR E 280.00 EMPLOYEE MEDICAL SERVICES 07/19/2022 STUDIO 8 DANCE & PERFORM ING 1,710.12 REC CLASS INSTRUCTOR 07/19/2022 STUDIO BLUE REPROGRAPHICS 1,143.02 PRINTING OF AERIAL MAPS 07/19/2022 TETRA TECH, INC. 6,620.31 TRI-VALLEY LOCAL HAZARD MITIGATION PLAN 07/19/2022 T-MOBILE USA, INC. 810.82 CELL PHONE SERVICES THROUGH 05/21/22 07/19/2022 TPX COMMUNICATIONS 2,819.30 INTERNET & PHONE SERVICES TO 06/09/22 07/19/2022 TREASURER ALAMEDA COUNTY 3,747.61 TRAFFIC SIGNAL/ STREET LIGHT MAINTENANCE 07/19/2022 TRIPEPI SMITH & ASSOCI ATES INC 5,465.00 DEMOGRAPHY & COMMUNITY OUTREACH SERVICES 07/19/2022 TRI-VALLEY COMMUNITY TV 1,098.01 RECORD/TELEVISE CITY COUNCIL/PLNG COMM M 07/19/2022 WANZENRIED, NICOLE 72.07 MILEAGE REIMBURSEMENT JUN 2022 Payments Issued 7/19/2022 Total: 217,596.40

07/25/2022 ALAMEDA COUNTY LIBRARY 152,233.00 DUBLIN LIBRARY SERVICES APR-JUN 2022 07/25/2022 AMADOR VALLEY INDUSTRIES LLC 29,362.53 CAMPS PARKS SOLID WASTE SERVICES JUN 2022 07/25/2022 AMP PRINTING, INC. 209.48 PRINTING SERVICES - FACILITY SIGNS 07/25/2022 AXIS COMMUNITY HEALTH 2,283.75 HUMAN SERVICES GRANT APR-JUN 2022 07/25/2022 BLAISDELL'S BUSINESS PRODUCT S 1,327.05 OFFICE SUPPLIES-APR 2022

1,670.77 OFFICE SUPPLIES-JUN 2022
2,441.01 OFFICE SUPPLIES-MAY 2022
Check Total: 5,438.83
07/25/2022 BRIDGE WIRELESS 4,917.27 PORTABLE RADIOS AT THE WAVE 07/25/2022 CALIFORNIA BUILDING STANDARDS 1,652.40 GREEN BUILDING FEES APR-JUN 2022 07/25/2022 CARBONIC SERVICE 346.85 THE WAVE POOL CHEMICALS 07/25/2022 CENTRO LEGAL 1,396.15 HUMAN SERVICES GRANT JUN 2022 07/25/2022 CITYSERVE OF THE TRI-VALLEY 12,500.00 HUMAN SERVICES GRANT JAN-JUN 2022 07/25/2022 COMMUNITY RESOURCES FOR INDEPENDENT LIVING 4,593.52 HUMAN SERVICES GRANT APR-JUN 2022 07/25/2022 CONTRACT SWEEPING SE RVICES 21,535.60 STREET SW EEPING SERVICES JUN 2022 07/25/2022 DEPT OF CONSERVATION 4,788.17 SEISMIC HAZARD MAPPING FEE APR-JUN 2022 07/25/2022 DEPT OF INDUSTRIAL RELATIONS 1,170.00 THE WAVE AMUSEMENT RIDE INSPECTION 07/25/2022 DIV OF THE STATE ARCHITE CT 109.20 DIVISION OF STAT E ARCHITECT CASP APR-JUN 2022 07/25/2022 DSRSD 8,692.08 SERVICE TO 6/30/2022
07/25/2022 ENGEO INC 472.00 FALLON CROSSING GHAD SERVICES JUN 2022

5,032.30 FALLON VILLAGE GHAD SERVICES JUN 2022

5,876.02 SCHAEFER RANCH GHAD SERVICES JUN 2022
Check Total: 11,380.32
07/25/2022 FRANCISCO & ASSOCIATES , INC. 10,000.00 STREETLIGHT AUDIT SERVICES JUN 2022 07/25/2022 LEGAL ASSISTANCE FOR SENIORS 3,345.05 HUMAN SERVICES GRANT APR-JUN 2022 07/25/2022 MILLER STARR REGALIA A 166.37 LEGAL SERVICES - SOFI APTS 07/25/2022 NARIKA 5,494.00 HUMAN SERVICES GRANT JAN-JUN 2022 07/25/2022 NICHOLS CONSULTING ENGIN EERS 90,160.73 DESIGN SVCS-IRON HORSE NATURE PARK JUN 2022 07/25/2022 OFFICE TEAM 834.04 TEMPORARY OFFICE ASSISTANT-WK ENDING 6/24/22 07/25/2022 PARK ENGINEERING, INC. 4,406.60 ENERGY EFFICIENCY PROJECT MANAGEMENT 07/25/2022 ROTARY CLUB OF DUBLIN, CA 500.00 RENTAL REFUND THE WAVE COMMUNITY ROOM 07/25/2022 SAFECHECKS 591.67 MUNIS CHECK STOCK
110

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

07/25/2022 SPECIAL EVENTS 2,863.10 SUMMER CONCERT EQUIPMENT RENTAL 07/25/2022 SPECTRUM COMMUNITY SVCS INC. 2,709.61 HUMAN SERVICES GRANT JUN 2022 07/25/2022 SYSTEMS & SPACE INC. 27,897.00 RELOCATION OF SPACESAVER FILE SYSTEM 07/25/2022 THOMASIN DEWHURST 4,999.00 DUBLIN 40TH ANNIVERSARY LAWN ART DISPLAY 07/25/2022 TREASURER ALAMEDA COUNTY 23,404.97 FUEL - JUN 2022 07/25/2022 TRI-VALLEY HAVEN FOR WOMEN 24,000.00 HUMAN SERVICES GRANT JAN-JUN 2022 07/25/2022 TRI-VALLEY JANITORIAL INC. 8,718.25 JANITORIAL SERVICES - JUN 2022 07/25/2022 TYLER TECHNOLOGIES, INC. 15,304.55 TYLER MUNIS ERP SOFTWARE IMPLEMENTATION 07/25/2022 UNIVAR SOLUTIONS 2,320.21 THE WAVE POOL CHEMICALS 07/25/2022 WORKFORCE INTEGRITY & 772.50 COMMUNITY WORKFORCE ADMIN SERVICES Payments Issued 7/25/2022 Total: 491,096.80

07/29/2022 ALEX, ROSEMARY 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 ASH, RICH 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 BAKSA, JAY 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 BRIGGS, VERONICA 148.44 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 CAIRES, SANDRA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 CALVO, ANTHONY 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 CASS, MICHAEL 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 CHING, ERWIN 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 CLEVENGER, MARISSA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 DETERMAN, EMILY 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 DHADWAL, RENUKA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 DWYER, ANDREA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 EISLER, TIMOTHY 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 ELLIOTT, ELIZABETH 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 FABRIGAS, CIERRA L. 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 FOSS, JORDAN 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 FRANKLIN, RHONDA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 HANNA, MEAGAN C. 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 HATZIKOKOLAKIS, JA CQUI 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 HISATOMI, LISA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 JACKMAN, SHARLENE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 JAMMAL, LAURA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 JOHE, JILL 149.47 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MANRIQUE RUIZ, ARIDAI 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MENDEZ, JENNIFER 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MILLER, JUDITH 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MONNASTES, SARAH 125.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MOORE, MARSHA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MORAN, RYAN 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MOYA, CARLOS 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 MUTHER, DANIELLE 120.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 NELSON, ANASTASIA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 PATEL, MAYANK 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 PIRZADA, FRESHTA 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 SCHUSTER, ALLISON 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 SPULLER, JANICE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 STATZELL, ERIK 91.96 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 STONE, ROBERT 143.92 WELLNESS REIMBURSEMENT JAN-JUN 2022 111

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

07/29/2022 SUCGANG, LAURIE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 SUNG, MICHELLE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 VALES, NORMAN 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 WAHBEH, WILLIAM 145.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 WANZENRIED, NICO LE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 WELLS, CATHY 92.96 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 WETHERFORD, HAZEL 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 WHEELER, KRISTIE 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 YIP, KA WUN 120.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 07/29/2022 YOUNG, SHANNAN 123.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 Payments Issued 7/29/2022 Total: 6,959.75

08/01/2022 4LEAF INC. 72,468.00 BUILDING INSPECTIONS/ PLAN REVIEW JUN 2022 248.00 PLANNING INSPECTIONS SVCS JUN 2022
Check Total: 72,716.00
08/01/2022 7400 AMADOR LLC 9,828.46 OUTDOOR OPERATIONS GRANT PRGM REIMB 08/01/2022 ALAMEDA COUNTY FLOOD CONTROL 9,282.01 TRI-VALLEY RECIPROCAL SERVICES 08/01/2022 ALL CITY MANAGEMENT SVCS INC 6,618.12 CROSSING GUARD SERVICES 5/29/22-6/11/22

1,818.72 CROSSING GUARD SERVICES 6/12/22-6/25/22
Check Total: 8,436.84
08/01/2022 ALLIANT INSURANCE SVCS INC 12,100.00 FACILITY RENTAL INSURANCE APR-JUN 2022 08/01/2022 ALMETEK INDUSTRIES INC 3,017.04 STORM DRAIN MEDALLIONS 08/01/2022 AMP PRINTING, INC. 214.99 JORDAN RANCH SIGNAGE 08/01/2022 AT&T 1,802.67 CIVIC CENTER FIBER SERVICES

1,754.27 PSC DATA SERVICES TO 6/19/22
422.79 PUBLIC SAFETY COMPLEX DATA SVCS TO 06/11/22

48.98 SERVICES FOR TOLL FREE NUMBER TO 06/11/22
Check Total: 4,028.71
08/01/2022 AT&T - CALNET 3 126.42 SERVICE TO 07/01/2022

48.62 SERVICE TO 07/06/2022

167.08 SERVICE TO 07/12/2022

2,564.58 SERVICE TO 06/30/2022
Check Total: 2,906.70
08/01/2022 BANDWANGO, INC. 1,000.00 BUSINESS RECOVERY STRATEGIC ACTION PLAN 08/01/2022 BAY AREA NEWS GROUP 1,024.18 LEGAL NOTICES JUN 2022 08/01/2022 BAY ISLAND OFFICIAL ASSOC 976.00 ADULT BASKETBALL OFFICIATING SERVICES

1,020.00 ADULT SOFTBALL OFFICIATING SERVICES
Check Total: 1,996.00
08/01/2022 BFS LANDSCAPE ARCHITECTURE 8,000.00 FALLON SPORTS PARK DESIGN SVCS - PHASE 3 08/01/2022 BSK ASSOCIATES INC. 342.50 TESTING/INSP FALLON SPORTS PARK PH3 08/01/2022 CA SURVEYING & DRAFTING SUPPLY 1,013.81 LARGE FORMAT COLOR PLOTTER SUPPLIES 08/01/2022 CAL ENGINEERING & GEOLOGY INC 2,750.00 ENGINEERING SERVICES JUN 2022 08/01/2022 CALLANDER ASSOCIATES INC. 12,772.18 WALLIS RANCH PARK DESIGN SERVICES 08/01/2022 CASCADIA CONSULTING GROUP, INC 8,985.00 SB 1383 IMPLEMENTATION ASSISTANCE JUN 2022 08/01/2022 CDW GOVERNMENT INC 21,642.24 COMPUTER EQUIPMENT

272.64 MICROSOFT & ADOBE ANNUAL SUBSCRIPTIONS
Check Total: 21,914.88
08/01/2022 CHANDLER ASSET MANAGE MENT 13,302.43 INVESTMENT CO NSULTING SERVICES JUN 2022 112

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

08/01/2022 COMCAST 2,300.00 CIVIC CENTER & FIRE STATION INTERNET 08/01/2022 COMCAST 2,014.46 INTERNET/CABLE SVCS VARIOUS CITY DEPTS 08/01/2022 COULSON & ASSOCIATES 3,372.50 ENGINEERING SERVICES APR 2022

12,967.50 ENGINEERING SERVICES JUN 2022

8,692.50 ENGINEERING SERVICES MAY 2022

5,225.00 PLAN REVIEW WALLIS RANCH COMM PARK
Check Total: 30,257.50
08/01/2022 DAHLIN GROUP INC 1,650.00 DUBLIN FIRE HOUSE 16 WALL REPAIR 08/01/2022 DC ELECTRIC GROUP INC. 17,545.00 SIGNAL POLE PARTS REPLACEMENT & UPGRADE 08/01/2022 DLT SOLUTIONS LLC 3,325.20 CAD ANNUAL SOFTWARE MAINTENANCE 08/01/2022 DUBLIN UNIFIED SCHOOL DISTRICT 1,442.09 STAGER GYM ELECTRICITY 5/12/22-6/10/22

178.33 STAGER GYM GAS SUPPLY-SPURR 4/1/22-5/2/22
Check Total: 1,620.42
08/01/2022 ECS IMAGING INC. 7,399.30 DOCUMENT SCANNING SERVICES 08/01/2022 EOA, INC. 3,336.75 STORMWATER NPDES IMPLEMENTATION ASSISTANCE 08/01/2022 FCS INTERNATIONAL, INC 1,170.40 PEER REVIEW SVCS-NOISE ASSESSMENT STUDY 08/01/2022 FEDEX 2.02 EXPRESS SHIPPING FEE
08/01/2022 GALLAGHER'S DUBLIN PUB 9,663.96 OUTDOOR OPERATIONS GRANT PRGRM REIMB 08/01/2022 GATES & ASSOCIATES, INC., DAVID L. 2,318.00 ALAMO CREEK FENCE DESIGN SERVICES 08/01/2022 GOODFELLOW SEQUOIA AJV 643,933.75 IRON HORSE TRAIL BRIDGE AT DUBLIN BLVD PROJ 08/01/2022 GUIDA SURVEYING INC. 500.00 ENGINEERING SERVICES JUN 2022 08/01/2022 HF&H CONSULTANTS, LLC 13,278.75 SOLID WASTE FRANCHISE AGREEMENT AMENDMENT 08/01/2022 INTEGRA PLANNING & LANDSCAPE 540.00 ENGINEERING SERVICES JUN 2022

877.50 LANDSCAPE PLAN CHECK & INSPECTIONS
Check Total: 1,417.50
08/01/2022 INTERWEST CONSULTING GROUP INC 2,437.50 PLAN REVIEW SERVICES JUN 2022 08/01/2022 JACKMAN, SHARLENE 18.25 MILEAGE REIMBURSEMENT JUN 2022 08/01/2022 KIMLEY-HORN AND ASSOC. INC. 123,399.36 SCS DUBLIN ENVIRONMENTAL IMPACT REPORT 08/01/2022 LANLOGIC INC. 13,296.73 PHONE SERVER UPGRADES

3,901.76 RUCKUS WIRELESS ANNUAL MAINTENANCE
Check Total: 17,198.49
08/01/2022 LSA ASSOCIATES INC. 6,333.25 CEQA DOC PREP-BRANAUGH PROP STAGE 2 DEV

6,067.50 CEQA DOC PREP-RIGHETTI PROPERTY STAGE 2
Check Total: 12,400.75
08/01/2022 LYNX TECHNOLOGIES, INC. 6,975.00 GIS CONSULTING SERVICES JUN 2022 08/01/2022 MARK THOMAS & COMPANY, INC. 4,162.44 IRON HORSE TRAIL CROSSING DESIGN SVCS 08/01/2022 MEYERS NAVE 50,178.17 LEGAL SERVICES JUN 2022 08/01/2022 MICHAEL BAKER INT'L, INC. 1,510.00 CONSULTING SVCS-AFFORDABLE RENTAL HOUSING 08/01/2022 MINUTEMAN PRESS 507.44 NOTICES FOR POSITANO PAVEMENT MGMT 08/01/2022 MNS ENGINEERS, INC. 2,573.75 DON BIDDLE COMMUNITY PARK INSPECTIONS

24,722.50 ENGINEERING SERVICES JUN 2022

3,100.00 FALLON SPORTS PARK PH3 PW INSPECTIONS
Check Total: 30,396.25
08/01/2022 NOVANI, LLC. 3,000.00 TRAFFIC ENGINEERING SERVICES 08/01/2022 ONE WORKPLACE L. FERRARI LLC 1,000.83 OFFICE FURNITURE 08/01/2022 OTOCAST, LLC 1,125.00 AUDIO GUIDE FOR HERITAGE PARK 08/01/2022 PAGE & TURNBULL INC. 8,455.37 CAMP PARK SIGNS RELOCATION SERVICES 08/01/2022 PAKPOUR CONSULTING GROUP, INC. 18,182.63 CONSTRUCTION MGMT-FALLON SPORTS PARK PH3 08/01/2022 PG&E 9,148.01 SERVICE TO 06/10/2022
113

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

741.54 SERVICE TO 06/23/2022
143.48 SERVICE TO 06/24/2022
141.65 SERVICE TO 06/27/2022

3,007.23 SERVICE TO 06/28/2022

5,082.94 SERVICE TO 06/29/2022

5,674.97 SERVICE TO 06/30/2022

149.23 SERVICE TO 07/01/2022
Check Total: 24,089.05
08/01/2022 PHOENIX GROUP INFO SYS. 268.75 PARKING CITATION PROCESSING JUN 2022 08/01/2022 PLEASANTON VIP SENIOR CLUB 1,560.00 SENIOR CENTER EXCURSION 08/01/2022 PRIME TIME ENTERTAINMENT 1,650.00 FARMERS' MARKET AUDIO SYSTEM RENTAL 08/01/2022 REVEL ENVIRONMENTAL MFG INC. 6,468.00 TRASH CAPTURE DEVICE MAINTENANCE SVCS 08/01/2022 SENIOR SUPPORT PROGRAM 3,965.98 HUMAN SERVICES GRANT APR-JUN 2022 08/01/2022 SF BAY RESOURCES 490.00 REC CLASS INSTRUCTOR 08/01/2022 SHAMROCK OFFICE SOLUT IONS, LLC 12.50 COPIER CHARGES 08/01/2022 SIMPLER SYSTEMS, INC 1,500.00 SIMPLER SOFTWARE LICENSING SUPPORT DEC 2022

1,500.00 SIMPLER SOFTWARE LICENSING SUPPORT JUN 2022
Check Total: 3,000.00
08/01/2022 SPECIAL EVENTS 1,431.55 FARMERS' MARKET EQUIPMENT RENTAL 08/01/2022 STANTEC CONSULTING SVCS INC. 1,423.00 DUBLIN SENIOR LIVING PROJ CEQA DOC PREP 08/01/2022 SWA GROUP 11,683.95 JORDAN RANCH NEIGHBORHOOD SQ DESIGN 08/01/2022 TAYLOR, YVONNE L. 2,000.00 EDUCATION REIMBURSEMENT 08/01/2022 T-MOBILE USA, INC. 1,352.71 CELL PHONE SERVICES THROUGH 6/21/22

78.23 CELL PHONE SERVICES THRU 6/20/22
Check Total: 1,430.94
08/01/2022 TRAFFIC LOGIX CORP 4,661.37 SOLAR TRAFFIC EQUIPMENT 08/01/2022 TRB AND ASSOCIATES, I NC. 27,370.00 PLAN REVIEW & INSPECTION SVCS JUN 2022 08/01/2022 TREASURER ALAMEDA COUNTY 26,765.00 CAL-ID REMOTE ACCESS NETWORK FY21-22 08/01/2022 TREASURER ALAMEDA COUNTY 897.50 PARKING CITATIONS COLLECTED JUN 2022 Vendor Total: 27,662.50
08/01/2022 TRI-VALLEY COMMUNITY TV 1,206.09 RECORD/TELEVISE CITY COUNCIL/PLNG COMM MTGS

08/01/2022 VERIZON WIRELESS 1,748.46 POLICE SITCAM SIM CARDS TO 07/02/22

679.68 POLICE VEHICLE MODEMS & CITY CELLPHONES
Check Total: 2,428.14
08/01/2022 WHITE, JOHN 755.00 REPLENISH POLICE SERVICES PETTY CASH 08/01/2022 WILLDAN ENERGY SOLUTIONS 8,006.90 BLDG ELECTRIFICATION & CODE ASSISTANCE 08/01/2022 WILLDAN HOMELAND SOLU TIONS 1,589,966.55 ENERGY EFFICIENCY/INFRASTRUCTURE IMPROV Payments Issued 8/1/2022 Total: 2,939,842.49

08/09/2022 4LEAF INC. 980.00 ENGINEERING SERVICES JUN 20222 08/09/2022 ALAMEDA COUNTY FIRE DEPARTMENT 1,404,821.50 FIRE SERVICES JUN 2022 08/09/2022 ALAMEDA COUNTY FLOOD CONTROL 85,679.55 ZONE 7 FEES COLLECTED APR-JUN 2022 08/09/2022 ALL CITY MANAGEMENT SVCS INC 1,818.72 CROSSING GUARD SERVICES 6/26/22-7/9/22 08/09/2022 ARORA, AKSHAY 1,663.20 REC CLASS INSTRUCTOR 08/09/2022 BICENTENNIAL SQUARE PARTNERS 195,446.00 YEAR 2 SALES TAX REIMBURSEMENT 08/09/2022 CALLANDER ASSOCIATES INC. 62,623.91 WALLIS RANCH PARK DESIGN SERVICES 08/09/2022 CAMELLIA PLACE 16,756.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 CDW GOVERNMENT I NC 7,237.08 CISCO CATALYST 9300 SWITCHES FOR AT&T 114

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

08/09/2022 COTTONWOOD 5,551.16 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 CSW/STUBER-STROEH ENGINEERING 4,252.50 ENGINEERING SERVICES MAY 2022

1,627.50 ENGINEERING SERVICES APR 2022
Check Total: 5,880.00
08/09/2022 DEPARTMENT OF JUSTICE 514.00 FINGERPRINTING SERVICES JUN 2022 08/09/2022 DSRSD 19,326.75 SERVICE TO 7/14/2022
08/09/2022 DUBLIN FAMILY LP 3,051.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 DUBLIN STATION BY WI NDSOR 12,000.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 DUTCHOVER & ASSOCIATES 75.00 LANDSCAPE PLAN CHECK & INSPECTIONS 08/09/2022 EAST BAY POOL SERVICE, INC. 18,400.00 ANNUAL SLIDE WAXING & INSPECTION

9,444.50 THE WAVE POOL MAINTENANCE & INSPECTIONS
Check Total: 27,844.50
08/09/2022 ELS ARCHITECTURE & URBAN DESGN 925.00 SCS PROPERTY COMMUNITY OUTREACH 08/09/2022 FAIRWAY FAMILY 21,220.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 GRAYBAR ELECTRIC COMPANY, INC. 103.70 SECURITY CAMERAS FOR THE WAVE 08/09/2022 GROUP 4 ARCHITECTURE, 9,353.66 DESIGN OF CULTURAL ARTS CENTER 08/09/2022 GURUS EDUCATION EAST BAY 192.00 REC CLASS INSTRUCTOR 08/09/2022 HEALTHEQUITY, INC. 407.00 FLEXIBLE SPENDING ACCOUNT FEES JUN 2022 08/09/2022 HSI, RON 24.00 REC CLASS INSTRUCTOR
08/09/2022 HUBBARD, KELSEY 3,100.00 40TH ANNIVERSARY LAWN ART DISPLAY 08/09/2022 I-GATE 25,000.00 ANNUAL MUNICIPAL BOARD PARTNERSHIP FY22 08/09/2022 JEI LEARNING CENTER 380.00 REIMB PERMIT FEES - OUTDOOR OPER GRANT 08/09/2022 KIMLEY-HORN AND ASSO C. INC. 4,140.00 ENGINEERING SERVICES JUN 2022

2,238.44 ENGINEERING SERVICES JUN 2022
7,361.23 TRAFFIC SIGNAL FIBER INTERCONNECT
Check Total: 13,739.67
08/09/2022 KITTELSON & ASSOCIATES, INC. 31,653.75 CITYWIDE BIKE/PED MASTER PLAN UPDATE

7,614.00 ENGINEERING SVCS-LOCAL RD SAFETY PLAN

13,947.50 TRAFFIC ANAYLYSIS HACIENDA CROSSINGS
Check Total: 53,215.25
08/09/2022 LY, CAN T. 21.60 REC CLASS INSTRUCTOR
08/09/2022 MCE CORPORATION 9,497.42 LANDSCAPE MAINTENANCE DSRSD JUN 2022

476,415.96 MAINTENANCE SERVICES - JUN 2022

583,730.91 MAINTENANCE SERVICES - MAY 2022
Check Total: 1,069,644.29
08/09/2022 METRO SECURITY SERVICES 10,848.00 UNARMED SECURITY SERVICE AT THE WAVE 08/09/2022 MEYERS NAVE 637.50 LEGAL SERVICES-FALLON VILLAGE GHAD

82.00 LEGAL SERVICES-SCHAEFER RANCH GHAD
Check Total: 719.50
08/09/2022 MNS ENGINEERS, INC. 6,848.77 DON BIDDLE COMMUNITY PARK INSPECTIONS

4,935.00 TRAFFIC SIGNAL INTERCONNECT PROJECT
Check Total: 11,783.77
08/09/2022 MOLZ, R. J. 6,000.00 COVID 19 RENT ASSISTANCE PROGRAM 08/09/2022 PAKPOUR CONSULTING GROU P, INC. 24,925.00 CONSTRUCTION MGMT-DON BIDDLE COMM PARK

28,310.00 ENGINEERING SERVICES JUN 2022
Check Total: 53,235.00
08/09/2022 PARK SIERRA 2,402.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 PETIT, CHRISTINE 62.40 REC CLASS INSTRUCTOR 08/09/2022 PLEASANTON, CITY OF 15,969.02 FREEWAY INTERCHANGE DEBT PYMT APR-JUN 2022 115

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

08/09/2022 ROSS DRESS FOR LESS INC 380.00 REIMB PERMIT FEES - OUTDOOR OPER GRANT 08/09/2022 RRM DESIGN GROUP, A CA CORP 2,453.75 ENGINEERING SERVICES JUN 2022

4,697.50 LANDSCAPE PLAN CHECK/INSPECTIONS JUN 2022
Check Total: 7,151.25
08/09/2022 SAN RAMON, CITY OF 9,608.30 DRFA RETIREE BENEFITS APR-JUN 2022 08/09/2022 SHEN, PHOEBE 1,000.00 DON BIDDLE MEMORIAL SCHOLARSHIP RECIPIENT 08/09/2022 SNG & ASSOCIATES INC. 13,496.00 ENGINEERING SERVICES - APR 2022

16,023.00 ENGINEERING SERVICES - JUN 2022

14,858.50 ENGINEERING SERVICES - MAR 2022

13,459.25 ENGINEERING SERVICES - MAY 2022
Check Total: 57,836.75
08/09/2022 SQUAD ESTATES 37,763.40 REC CLASS INSTRUCTOR 08/09/2022 STANFORD HEALTH -VALLEYCAR E 385.00 EMPLOYEE MEDICAL SERVICES 08/09/2022 SURF TO SNOW ENVIRO NMENTAL 32,167.50 SPILL RESPONSE ASSISTANCE & MRP INSPECTIONS 08/09/2022 SWINERTON MANAGEMENT 3,390.00 PLAN/CONSTR REVIEW CULTURAL ARTS CENTER 08/09/2022 THE SPRINGS - SOFI DUBLIN APTS 6,000.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 TRALEE VILLAGE APARTMENTS 6,000.00 COVID-19 RENT ASSISTANCE PROGRAM 08/09/2022 TREASURER ALAMEDA COUNTY 4,399,657.09 POLICE SERVICES 04/17/22-06/25/22 08/09/2022 TREASURER ALAMEDA COUNTY 8,798.01 ANIMAL CONTROL FIELD SERVICES APR-JUN 2022

52,487.50 EAST COUNTY ANIMAL SHELTER SVCS APR-JUN 2022
Check Total: 61,285.51
Vendor Total: 4,460,942.60
08/09/2022 TRI-VALLEY TRANSPORT. CO UNCIL 179,838.98 TRI-VALLEY TRANSPORTATION FEES APR-JUN 2022 08/09/2022 U S BANK ST. PAUL 2,382,165.07 REMIT CFD 2015-1 SPECIAL TAX REVENUE 08/09/2022 U.S. BANK CORPORATE PM T SYSTEM 174.43 "THE RUBY AFFAIR" INVITATIONS PRINTING

14.99 ADOBE ACROBAT PRO DC SUBSCRIPTION

9.91 BATTERY FOR VEHICLE EQUIPMENT
269.00 CA BLDG OFFICIALS TRAINING REG-SHREEVE

240.00 CA NARCOTIC ASSN TRNG-4 ATTENDEES

708.52 CITY CLERKS ASSN TRAINING DAY SUPPLIES

6,866.10 COMPUTER EQUIPMENT

4,249.63 COMPUTER EQUIPMENT & SOFTWARE
-123.86 CREDIT FOR DUPLICATE CHARGE
-466.75 CREDIT FOR RETURNED OFFICE SUPPLIES

732.36 EMPLOYEE APPRECIATION LUNCH

241.75 ERP TRAINING SUPPLIES

1,301.47 FACILITIES LINEN CLEANING, CPRS CONF REG

2,899.40 FAMILY CAMPOUT & ST. PATRICK'S DAY SUPPLIES
317.38 FB POSTS FOR THE WAVE & DISTRICT ELECTIONS
859.56 FBI CONFERENCE EXPENSE-HOLMES

2,930.25 FENCING FOR SPECIAL EVENTS

530.08 HERITAGE CENTER SUPPLIES

525.00 ICMA ANNUAL CONFERENCE REG-STEFANSKI

1,479.95 JOB AD POSTINGS
1,166.95 LANDSCAPE ASSN DUES-ALEX, PW SUPPLIES
3,581.65 LEAGUE OF CA CITIES CONF EXP-HERNANDEZ/JOSEY
116

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

1,923.68 OFFICE FURNITURE & LINENS DRY CLEANING
684.70 OFFICE SUPPLIES
234.48 PLAQUE FOR ADOPT-A-BENCH

6,695.85 POLICE EQUIPMENT & SUPPLIES

625.00 PUBLIC INFO OFFICERS CONF REG-JACKMAN

2,636.17 RECREATION SUPPLIES

378.50 RECYCLED WATER SIGNS
892.28 REUSABLE DISHES & CLEAR SORTING BAGS
411.03 SHANNON CENTER BLIND REPAIRS

145.45 SHANNON CENTER OFFICE SUPPLIES

4,128.09 SPECIAL EVENTS EQUIPMENT & SUPPLIES

1,813.94 THE WAVE SUPPLIES

1,800.48 THE WAVE SUPPLIES & STAFF CERTIFICATIONS
3,010.89 TRANSPORT ENGINEERS MANUALS & ONLINE TOOL
3,457.06 VOLUNTEER RECOGNITION LUNCH CATERING
Check Total: 57,345.37
08/09/2022 WATERFORD PLACE APARTMENTS 1,700.00 COVID-19 RENT ASSISTANCE PROGRAM

Payments Issued 8/9/2022 Total: 10,393,288.45

08/10/2022 MARRIOTT, LAUREN 150.00 WELLNESS REIMBURSEMENT JAN-JUN 2022 08/10/2022 VALES, NORMAN 7.14 MILEAGE REIMBURSEMENT APR 2022

8.37 MILEAGE REIMBURSEMENT DEC 2021

21.24 MILEAGE REIMBURSEMENT FEB 2022

19.66 MILEAGE REIMBURSEMENT JAN 2022

29.31 MILEAGE REIMBURSEMENT JUN 2022

18.25 MILEAGE REIMBURSEMENT MAR 2022

52.01 MILEAGE REIMBURSEMENT MAY 2022
Check Total: 155.98

Payments Issued 8/10/2022 Total: 305.98

08/17/2022 ALAMEDA CO SURPLUS PROP AUTHOR 63.37 BART GARAGE FEES COLLECTED FY21/22 08/17/2022 SAN RAMON, CITY OF 138,024.00 DRFA ADDITIONAL UNFUNDED LIABILITY PAYMENT 08/17/2022 VERTIGIS 5,570.00 GEOCORTEX GIS SOFTWARE ANNUAL MAINT 08/17/2022 WORKFORCE INTEGRITY & 5,469.30 COMMNITY WORKFORCE AGREEMENT ADMIN SVCS

Payments Issued 8/17/2022 Total: 149,126.67

08/22/2022 CALIFORNIA BUILDING ST ANDARDS 6.30 RECONCILIATION OF GREEN BLDG FEES FY21-22 08/22/2022 DIV OF THE STATE ARCHITECT 4.40 RECONCILI ATION OF CASP FEES FY21-22 08/22/2022 DUBLIN SAN RAMON SERVIC ES 1,424,807.41 WATER/SEWER CONNECTION FEES-DON BIDDLE PARK

Payments Issued 8/22/2022 Total: 1,424,818.11

117

Print Date: 09/07/2022 City of Dublin

Payments Dated 7/1/2022 through 8/31/2022

Date Issued Payee Amount Description

08/30/2022 ALL CITY MANAGEMENT SVCS INC 16,772.64 CROSSING GUARD SERVICES 5/1/22-5/14/22 16,740.56 CROSSING GUARD SERVICES 5/15/22-5/28/22
Check Total: 33,513.20
08/30/2022 AXIS COMMUNITY HEALTH 61,555.82 AXIS HEALTH URGENT CARE SVCS PILOT PRGRM 08/30/2022 CHANDLER ASSET MANAGE MENT 13,305.96 INVESTMENT CO NSULTING SERVICES MAY 2022

Payments Issued 8/30/2022 Total: 108,374.98

Grand Total for Payments Dated 7/1/2022 through 8/31/2022: 20,920,700.02 Total Number of Payments Issued: 366

118
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PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
07/07/2022 KAWUNYIP 20.00
07/07/2022 KAWUNYIP 26.76
07/19/2022 AMOBIUSGROUPINC. 900.00
07/19/2022 DIABLOPUBLICATIONS 5,000.00
07/19/2022 INTERNATIONALCODECOUNCILINC 1,631.70
07/19/2022 SISTERCITIESINTERNATIONAL 810.00
07/19/2022 SANDRACAIRES 229.02
07/22/2022 INTERNALREVENUESERVICE 75,753.33
07/22/2022 EMPLOYMENTDEVELOPMENTDEPT 23,103.74
07/22/2022 ICMA457PLAN 24,733.83
07/22/2022 ICMA401PLAN 1,414.91
07/22/2022 USBANKͲPARS 8,712.51
07/22/2022 HEALTHEQUITY,INC. 5,171.87
07/22/2022 CALPERS 84,212.40
07/26/2022 DELTADENTALOFCALIFORNIA 13,136.89
07/26/2022 UNUMLIFEINSCOOFAMERICA 9,823.71
07/26/2022 CALPERSHEALTHPREMIUM 135,510.19
07/26/2022 VISIONSERVICEPLANͲ(CA) 1,907.13
08/02/2022 U.S.POSTALSERVICE 5,000.40
08/15/2022 INTERNALREVENUESERVICE 72,884.26
08/15/2022 EMPLOYMENTDEVELOPMENTDEPT 22,560.41
08/15/2022 USBANKͲPARS 7,976.16
08/15/2022 ICMA457PLAN 23,206.06
08/15/2022 ICMA401PLAN 1,714.91
08/15/2022 HEALTHEQUITY,INC. 5,269.14
08/15/2022 CALPERS 84,074.78
08/15/2022 CALPERS 5.58
08/17/2022 AKSHAYARORAARORATENNIS&FITNESSACADEMY 43,609.20 08/17/2022 ALAMEDACOUNTYENVIRONMENTAL 953.00
08/17/2022 ALAMEDACOUNTYFIREDEPARTMENT 1,299,913.08
08/17/2022 ALAMEDACOUNTYTRANSPORTATION 35,451.00
08/17/2022 ALPHAMEDIALLC 2,800.00
08/17/2022 AMPPRINTING,INC. 484.88
08/17/2022 AMY'SENGRAVEDSIGNS&AWARDS 154.35
08/17/2022 ANGELHOUZECLAYART 3,504.00
08/17/2022 APWAͲAMERICANPUBLICWORKASSN 496.52
08/17/2022 ARCHIVESOCIAL 2,988.00
08/17/2022 ASSOCBAYAREAGOVMTABAG 16,566.00
08/17/2022 AT&T 4,487.86
08/17/2022 AT&TͲCALNET3 190.95
08/17/2022 BADAWI&ASSOCIATES 23,627.25
08/17/2022 BAYALARMCOMPANY 7,053.34
Attachment 2
119
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PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
08/17/2022 BLUEBEAM,INC. 2,970.00
08/17/2022 BRIGHTLYSOFTWARE,INC. 47,628.00
08/17/2022 BRINKS,INC. 264.75
08/17/2022 CADENCEGROUPINC 1,900.00
08/17/2022 CALIFORNIASPIRITELITE,INC. 4,571.00
08/17/2022 CASTROVALLEYPERFORMINGARTS 4,128.00
08/17/2022 COGENTCOMMUNICATIONS,INC 2,219.00
08/17/2022 COMCAST 2,140.69
08/17/2022 COMMUNICATIONACADEMY 1,333.50
08/17/2022 DEPTOFINDUSTRIALRELATIONS 682.50
08/17/2022 DSRSD 135.00
08/17/2022 ELECTRICBABY,INC. 3,600.00
08/17/2022 EVERPROKIDS 3,585.60
08/17/2022 EVERYTHINGGROWSINTERIOR 204.51
08/17/2022 FUNWITHACADEMICS,LLC 278.60
08/17/2022 GRANICUS,LLC. 38,372.76
08/17/2022 GURUSEDUCATIONEASTBAY 2,430.00
08/17/2022 HDSUPPLYCONST&INDUSTRIAL 44.80
08/17/2022 HEATHERBARRIETABOR 9,332.40
08/17/2022 HIPENTERTAINMENTLLC 4,000.00
08/17/2022 ICCINC. 814.97
08/17/2022 JOHNGARDENIER,JR. 300.00
08/17/2022 KIDZLOVESOCCER 8,151.60
08/17/2022 MAKEMEAPROSPORTS 4,736.70
08/17/2022 MEREDITHFAMILYINC 4,197.60
08/17/2022 NETFILEINC. 6,000.00
08/17/2022 NIGHTTRAIN 2,000.00
08/17/2022 NITOGOMEZCARICATURES 1,325.00
08/17/2022 PG&E 113,907.98
08/17/2022 PLANJPA 1,600,006.00
08/17/2022 QUALITYLOGOPRODUCTS,INC. 4,372.53
08/17/2022 QUENCHUSA,INC. 1,308.49
08/17/2022 R.YOUNANLLC 4,212.00
08/17/2022 RAJNARISETTI 141.00
08/17/2022 RAYNEOFSANJOSE 1,388.51
08/17/2022 ROBERTFERGUSON 2,131.80
08/17/2022 ROBINSANDYCRANFORD 1,009.80
08/17/2022 SELECTIMAGING 2,806.83
08/17/2022 SFBAYRESOURCES 490.00
08/17/2022 SHIRMARTIALARTS 333.20
08/17/2022 SKATESATIONAL 600.00
08/17/2022 SQUADESTATES 10,553.40
08/17/2022 STEMLAB,LLC 6,720.00
120
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PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
08/17/2022 STUDIO8DANCE&PERFORMING 4,068.72
08/17/2022 SWANKMOTIONPICTURESINC 2,720.00
08/17/2022 TORTILLASOUPMUSICINC. 2,800.00
08/17/2022 TPXCOMMUNICATIONS 2,935.43
08/17/2022 TRIͲVALLEYCOMMUNITYTV 81,442.50
08/17/2022 UNDERGROUNDSERVICEALERT 1,370.13
08/17/2022 UNIVARSOLUTIONS 5,518.16
08/17/2022 VIDYAPILLAI 3,168.00
08/17/2022 WC3ͲWESTCOASTCODECONSULTANT 4,240.00
08/17/2022 YOUNGREMBRANDTS 928.80
08/17/2022 ACCURACYINTERNATIONAL 500.00
08/18/2022 INTERNALREVENUESERVICE 70,847.19
08/18/2022 EMPLOYMENTDEVELOPMENTDEPT 22,128.78
08/18/2022 CALPERS 83,510.55
08/18/2022 USBANKͲPARS 1,863.05
08/18/2022 ICMA457PLAN 25,171.84
08/18/2022 ICMA401PLAN 1,714.91
08/18/2022 HEALTHEQUITY,INC. 3,350.87
08/22/2022 ALPHAMEDIALLC 1,000.00
08/22/2022 AMPPRINTING,INC. 797.68
08/22/2022 AT&T 4,789.35
08/22/2022 AT&TͲCALNET3 28.20
08/22/2022 BANDWANGO,INC. 5,000.00
08/22/2022 BAYAREANEWSGROUP 1,590.94
08/22/2022 COMCAST 2,164.08
08/22/2022 CONTRACTSWEEPINGSERVICES 22,181.67
08/22/2022 FEDEX 25.85
08/22/2022 INTEGRAPLANNING&LANDSCAPEARCHITECTURE 945.00 08/22/2022 INTERWESTCONSULTINGGROUPINC 1,687.50
08/22/2022 JOHNSONCONTROLSSECURITY 3,109.80
08/22/2022 LANGUAGELINESERVICES 35.10
08/22/2022 LANLOGICINC. 14,163.34
08/22/2022 MINUTEMANPRESS 128.70
08/22/2022 NATIONALAQUATICSAFETYCOLLC 2,101.70
08/22/2022 NATIONALLEAGUEOFCITIES 4,106.00
08/22/2022 ORLANDITRAILERINC. 12,022.05
08/22/2022 PG&E 72.18
08/22/2022 PRECISIONDYNAMICSCORPORATION 4,929.04
08/22/2022 PRUDENTIALOVERALLSUPPLY 1,244.54
08/22/2022 TͲMOBILEUSA,INC. 909.82
08/22/2022 TAQUERIAAZTECA 7,973.19
08/22/2022 TREASURERALAMEDACOUNTY 26,275.86
08/30/2022 ALBERTL.CHAVARRIASR. 3,031.77
121
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PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
08/30/2022 ALEXANDERGONSALVES 358.25
08/30/2022 ANNC.RUSSELL 436.95
08/30/2022 ANNAHUDSON 1,844.64
08/30/2022 ANTHONYCALVO 64.99
08/30/2022 ANTHONYP.ORAVETZ 1,368.18
08/30/2022 BARBARAH.MOFFATT 460.59
08/30/2022 BEVERLYK.KECK 698.82
08/30/2022 BONNIELEONARD 460.59
08/30/2022 CAMILLECENTENO 2,724.03
08/30/2022 CAROLL.PYLE 1,844.64
08/30/2022 CAROLEA.PERRY 1,368.18
08/30/2022 CAROLINESOTO 4,695.36
08/30/2022 CATHERINEE.MOONEY 1,844.64
08/30/2022 CECELIAD.WHITE 698.82
08/30/2022 CHARLOTTEJ.YOUNG 698.82
08/30/2022 CHRISTOPHERFOSS 5,421.00
08/30/2022 CINDYRAY 698.82
08/30/2022 CYNTHIAPECORARO 3,869.85
08/30/2022 DEANBAXLEY 5,421.00
08/30/2022 DEBRALECLAIR 3,031.77
08/30/2022 DIANEL.MONIZ 1,844.64
08/30/2022 DIANEL.STANLEY 1,368.18
08/30/2022 DONALDD.SANTINA 1,368.18
08/30/2022 DONNAF.ARNOLD 1,368.18
08/30/2022 DORARAMIREZ 2,124.18
08/30/2022 DORASOTELO 1,368.18
08/30/2022 DYLANOLINGHOUSEͲCHIANG 254.48
08/30/2022 EDWINM.ZALE 1,368.18
08/30/2022 ELIZABETHH.SILVER 1,368.18
08/30/2022 ELIZABETHISLES 460.59
08/30/2022 EVELYNE.OWENS 1,844.64
08/30/2022 FAWNHOLMAN 4,695.36
08/30/2022 FERDB.DELROSARIO 4,695.36
08/30/2022 FRANKLUNA 5,421.00
08/30/2022 GAYLENEA.BURKETT 3,031.77
08/30/2022 GLORIAMCCAFFERTY 1,368.18
08/30/2022 HERMALICHTENSTEIN 4,695.36
08/30/2022 IͲPINGLIU 720.05
08/30/2022 JANETS.LOCKHART 1,326.12
08/30/2022 JAYDENOLINGHOUSEͲCHIANG 252.14
08/30/2022 JEFFTHRELKELD 4,639.26
08/30/2022 JENNIFERLIMARZI 16.26
08/30/2022 JERIW.RAM 460.59
122
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5 CityofDublin
PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
08/30/2022 JOHNL.HARTNETT 436.95
08/30/2022 JONIL.PATTILLO 4,846.08
08/30/2022 JULIECARTER 2,096.13
08/30/2022 KATHYSOUTHERN 1,844.64
08/30/2022 KEVINHART 5,421.00
08/30/2022 KYLEJAVORSKY 232.02
08/30/2022 LEES.THOMPSON 1,320.90
08/30/2022 LINDASCHMIDT 1,320.90
08/30/2022 LISASOLIS 5,421.00
08/30/2022 LISBETHHOWARD 1,368.18
08/30/2022 LORITAYLOR 2,124.18
08/30/2022 LORRIMILLER 698.82
08/30/2022 LUKESIMS 5,421.00
08/30/2022 LYNNHARRINGTON 460.59
08/30/2022 MARIAR.MACIAS 698.82
08/30/2022 MARIEHARRISON 1,656.69
08/30/2022 MARKLANDER 5,421.00
08/30/2022 MARRIANNEJEW 5,421.00
08/30/2022 MARYJ.WILSON 2,199.54
08/30/2022 MICHELECRONIN 5,421.00
08/30/2022 NICOLEWANZENRIED 52.42
08/30/2022 NIYANTUPADHYAY 17.32
08/30/2022 OBAIDKHAN 5,421.00
08/30/2022 PAULS.RANKIN 4,695.36
08/30/2022 PETERW.SNYDER 1,844.64
08/30/2022 PRATYUSHBHATIA 544.05
08/30/2022 REBECCAROBERTS 3,031.77
08/30/2022 RICHJOCHNER 3,241.95
08/30/2022 ROBERTBEASLEY 5,421.00
08/30/2022 ROEHLBARRERAS 5,421.00
08/30/2022 ROSALIED.HEGARTY 698.82
08/30/2022 ROSEMARYBALDANZI 16.38
08/30/2022 SANDRAL.HART 460.59
08/30/2022 SHELBYPERRY 43.41
08/30/2022 STEPHANIEMEIN 5,421.00
08/30/2022 STEVEPAPPA 5,059.95
08/30/2022 TAYLOROSMER 74.00
08/30/2022 TERRYM.ALCANTARA 1,216.59
08/30/2022 WANDAOPPENHEIM 1,844.64
08/30/2022 4LEAFINC. 68,001.75
08/30/2022 ALAMEDACOUNTYENVIRONMENTAL 953.00
08/30/2022 AMPPRINTING,INC. 289.60
08/30/2022 AMY'SENGRAVEDSIGNS&AWARDS 49.61
123
9/6/2022
6 CityofDublin
PaymentIssuanceReport
PaymentsDated7/1/2022through8/31/2022
CHECKDATE PAYEE CHECK AMOUNT
08/30/2022 ANCHORAUDIOSTORE.COM 4,986.61
08/30/2022 AT&T 1,846.77
08/30/2022 AT&TͲCALNET3 3,112.03
08/30/2022 BAYALARMCOMPANY 11.00
08/30/2022 BAYAREAAIRQUALITYMGMTDIST 607.00
08/30/2022 COGENTCOMMUNICATIONS,INC 2,219.00
08/30/2022 COMCAST 2,300.00
08/30/2022 COUNTYOFMARIN/CALͲSLA 1,260.00
08/30/2022 CUBICITS,INC. 17,500.00
08/30/2022 DEVONJACKSON 263.43
08/30/2022 TheG.B.GroupInc. 13,832.65
08/30/2022 HARRELLHARRISPHOTOGRAPHY 3,450.00
08/30/2022 HEALTHEQUITY,INC. 412.25
08/30/2022 INTERNATIONALCODECOUNCILINC 401.32
08/30/2022 JULIAE.ABDALA 698.82
08/30/2022 KATIERAASCH 56.16
08/30/2022 KEYSERMARSTONASSOCIATES,INC 1,377.50
08/30/2022 LEAGUEOFCALIFORNIACITIES 50.00
08/30/2022 LINCOLNAQUATICSINC 2,638.08
08/30/2022 LYNXTECHNOLOGIES,INC. 12,150.00
08/30/2022 MATTKWONG 55.22
08/30/2022 MINUTEMANPRESS 106.39
08/30/2022 NEXTREQUESTCO. 9,248.40
08/30/2022 PG&E 80,645.94
08/30/2022 PINNACLEPROMOTIONS 1,150.63
08/30/2022 RICHARDC.AMBROSE 1,844.64
08/30/2022 SHUMSCODAASSOCIATESINC 1,181.25
08/30/2022 THREEVALLEYSCOMMUNITY 16,667.00
08/30/2022 TPXCOMMUNICATIONS 1,301.31
08/30/2022 TRBANDASSOCIATES,INC. 26,140.00
08/30/2022 TRIͲSIGNALINTEGRATIONINC 126.00
08/30/2022 TRIͲVALLEYJANITORIALINC. 73,818.20
08/30/2022 WCIͲGCInc. 2,460.22
08/30/2022 ZARIANPETITHOMME 371.83
08/30/2022 ZOOMGRANTS 6,000.00
GrandTotalforPaymentsDated7/1/22through8/31/22 4,944,998.87 TotalNumberofPaymentsIssued:250
124

STAFF REPORT

CITY COUNCIL

Agenda Item 7.1
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Approval of Plans and Specifications, Award of Contract to Strawn Construction, Inc., and Approval of a Budget Change for the Cultural Arts Center Project, CIP No. GI0120
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 Strawn Construction, Inc. for the Cultural Arts Center Project. The project will provide for a 13,000-square-foot Cultural Arts Center on the first floor of the Civic Center and will renovate the second-floor office space for the Parks and Community Services Department. The City Council will also consider approving a budget change to increase the project funding.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to Strawn Construction, Inc. for the Cultural Arts Center Project, CIP No. GI0120, and approve the budget change.

FINANCIAL IMPACT:

As approved in the 2022-2027 Capital Improvement Program, the total budget for the project is $12,721,035 with $11,797,035 in funding from CIP No. GI0120 and $924,000 from CIP No. GI0122, as summarized below. The base bid submitted by Strawn Construction, Inc. is $10,010,226, with three add-alternate items totaling $260,000. Staff recommends the inclusion of all three add- alternate items and a 10% construction contingency in the amount of $1,027,024 to facilitate change orders for unforeseen construction issues, bringing the total potential construction contract amount to $11,297,250.

In addition to the construction contract, the project budget includes expenditures for furniture, fixtures, equipment, and soft costs, which include staff, consultants, permits, fees, and other miscellaneous costs. With these, Staff estimates a total project cost of $15,321,035, requiring a budget increase of $2,600,000. Staff recommends reassigning this amount from the Fallon Sports Park - Phase 3 General Fund Committed Reserve (current balance of $3,110,500) to this project. 125

DESCRIPTION:

The 2022-2027 Capital Improvement Program (CIP) includes the Cultural Arts Center Project (CIP No. GI0120) which will convert the former Dublin Police Services wing of the Civic Center to a roughly 13,000-square-foot Cultural Arts Center on the first floor and renovate the second-floor office space for the Parks and Community Services Department. The CIP also includes the Civic Center Rehabilitation Project (CIP No. GI0120), which provides a portion of the funding of the Cultural Arts Center Project. Budget summaries of both projects are included in this report as Attachment 2.

On May 19, 2020, the City Council approved the schematic design for the facility. The first floor's space plan includes a 2,100-square-foot black box performance/event space; 1,330 square feet for gallery, art classrooms, dance, and music studios; and a 1,290-square-foot indoor/outdoor ceramics yard workspace along with a catering kitchen, restrooms, and the City’s main telephone/data center. The renovation includes major reconstruction of the first floor where all interior construction, finishes, and most systems will be replaced with a new layout to accommodate the Cultural Arts Center. The second-floor plan consists of offices for the Parks and Community Services Department, two new restrooms, two new showers, a new janitor’s closet, kitchenette space, a conference room, a lactation room, and a fitness room for City staff.

Bid Process and Results
Funding Sources
Cultural Arts Center (GI0120) $11,797,035
Civic Center Renovation (GI0122) $924,000
Total Project Funding $12,721,035
Project C osts
Base Bid $10,010,226
Add Alternates No.1, 2, & 3 $260,000
Construction Contingency $1,027,024
Furniture, Fixtures, and Equipm ent (FF&E) $975,000
Soft Costs $3,048,785
Total Estimated Expenditures $15,321,035
Funding Shortfall ($2,600,000)
Additional Potential Funding Source
General Fund Com m itted Reserve - Fallon
Sports Park – Phase 3 $2,600,000
126

The City of Dublin issued the bid package for the Cultural Arts Center Project on June 15, 2022.

The bid package was made up of nine base bid items and three add-alternate items. Six sealed bids were received by August 30, 2022, with the base bids ranging from $10,010,226 to $13,732,000. A summary of the bids is provided as Attachment 3. The lowest base bid of $10,010,226 was submitted by Strawn Construction, Inc.

The three add-alternate items included in the bid package were: 1) tubular skylights above the art classroom and arts yard; 2) felt acoustic ceiling panels in the black box theater, arts yard, gallery, arts classroom, and dance studio; and 3) acoustic wall panels in the black box theater, arts yard, gallery, arts classroom, and dance studio. Staff recommends award of all three add-alternate bid items for a total of $260,000.

Cost Considerations
The construction industry is experiencing unprecedented impacts to supply chains, lack of skilled workers entering the building trades, high fuel prices, and rising interest rates. All of these create uncertainty for contractors when submitting a fixed price bid to construct a project. That is, the contractor is accepting all risks to complete the project within the allotted time and submitted fixed price, which is commonly referred to as “Builders Risk.” The City received six bids for the project all within 37% of the low bidder, which would not be considered competitive pricing.

However, the four lowest bids submitted all were within 8.6% of the low bidder, which by industry standards is considered very competitive pricing and indicates this is the current price given the Builders Risks for the project.

Building cost escalation over the past 12 months has been 9-15% depending on the construction trade compared to 2-5% per year on average historically, something that was not planned for in the Cultural Arts Center budget. Another factor that resulted in higher-than-planned pricing is an increase in duration of the construction phase that was originally anticipated to be about one year.

Due to supply chain impacts and longer lead-times, the construction duration was extended to 14 months to provide the bidders sufficient time to construct the project, which resulted in higher prices.

Community Workforce Agreement
On January 11, 2022, the City Council approved a Community Workforce Agreement (CWA) with the Building and Construction Trades Council of Alameda County and its Affiliated Local Unions.

The CWA is applicable to public works projects valued at over $1,000,000, ensures that there are no labor issues related to said projects, and bolsters local efforts to connect residents with careers in the building and construction trades. The CWA includes a Local Hire Goal where 20% of all hours on a project be worked by Local Residents, which are defined as individuals that reside within Alameda County or within a 15-mile radius of City limits. The CWA also requires contractors to hire one new apprentice for the first $1,000,000 of construction costs, and an additional new apprentice for every $5,000,000 construction costs, based on the engineer’s estimate. Apprentices must work a minimum of 10% of the total craft’s work hours, but the CWA allows that apprentices may be deployed to another project to ensure the minimum number of hours are met.

Staff worked with a consultant, Workforce Integrity and Training Solutions, to prepare bid 127

documents and solicit bids for the Cultural Arts Center that comply with the provisions of the CWA. The provisions include the requirement that responsive bidders include an executed Agreement to be Bound to and by the CWA, and that all subcontractors of the successful bidder also execute the Agreement to be Bound within 14 days after Notice of Award.

Recommendation
Staff reviewed the bid results, checked references and necessary licenses, and recommends that the City Council award the project construction contract to Strawn Construction, Inc. as the lowest responsive and responsible bidder. Strawn Construction, Inc. also included an executed Agreement to be Bound to the CWA with their bid.

With award of the contract as Staff proposes, the total project cost would be $15,321,035, including all three add-alternates and a contingency amount of $1,027,024, which requires a budget increase of $2,600,000. Staff recommends transferring this amount from available funding in the Fallon Sports Park - Phase 3 General Fund Committed Reserve (Attachment 4).

Staff expects the project to begin in fall 2022 and anticipates completion of the project by the end of the first quarter of calendar year 2024.

California Environmental Quality Act (CEQA)
This project is exempt under Section 15301 (Existing Facilities) of the CEQA Guidelines.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

A copy of this Staff Report was sent to Strawn Construction, Inc. and the City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving the Plans and Specifications and Awarding a Contract to Strawn Construction, Inc. for the Cultural Arts Center Project, CIP No. GI0120 2) CIP Nos. GI0120 and GI0122
3) Bid Results
4) Budget Change Form
128
Attachment 1
Reso. No. XX-22, Item X.X, Adopted 09/20/22 Page 1 of 2 RESOLUTION NO. XX - 22

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING THE PLANS AND SPECIFICATION AND AWARDING A CONTRACT TO STRAWN CONSTRUCTION, INC. FOR THE CULTURAL ARTS CENTER PROJECT, CIP NO. GI0120
WHEREAS, on May 19, 2020, the City Council approved the schematic design to convert the former Dublin Police Services wing of Civic Center to a roughly 13,000-square-foot Cultural Arts Center on the first floor and renovate the second-floor office space for Parks and Community Services staff (Project); and
WHEREAS, the design team has completed the plans and specifications for the Project, which includes the major reconstruction of the first floor where all interior construction, finishes, and most systems will be replaced with a new layout to accommodate the Cultural Arts Center, with minor renovations to the second floor of the building; and WHEREAS, the City of Dublin did, on August 30, 2022, publicly open, examine, and declare all sealed bids for doing the work described in the approved plans and specifications for the Project, which plans and specifications are hereby expressly referred to for a description of said work and for all particulars relative to the proceedings under the request for bids; and WHEREAS, said bids were submitted to City Staff and Strawn Construction, Inc. was determined to be the lowest responsive and responsible bidder for doing said work.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Plans and Specifications for the Project.

BE IT FURTHER RESOLVEDthat the City Council of the City of Dublin does hereby award the Contract for the Project to the lowest responsive bidder, Strawn Construction, Inc. at a base bid of $10,010,226, with the inclusion of all three add alternate items up to $260,000, for a total contract amount up to $10,270,226, the particulars of which bids are on file in the Office of the Public Works Director.

BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby authorize the City Manager or designee to approve the Project Contract Change Orders based on the appropriated funds designated for the Project up to the contingency amount of $1,027,024.

BE IT FURTHER RESOLVED that the City Manager or designee is authorized to execute the Construction Agreement with Strawn Construction, Inc. 129
Reso. No. XX-22, Item X.X, Adopted 09/20/22 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 20th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
130
Number GI0120 Program GENERAL
PRIOR
YEARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026-2027 FUTURE

YEARS TOTALS
9100 $ 32,259 $167,686 $199,945
9200 $886,211 $1,828,789 $2,715,000
9400 $13 $8,063,987 $8,064,000
9500 $18,090 $18,090
9600 $800,000 $800,000
$918,482 $10,878,553 $11,797,035
PRIOR
Y
EARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026-2027 FUTURE

YEARS TOTALS
1001 $ 4,364,197 $4,364,197
4100 $918,482 $4,970,718 $5,889,200
6205 $1,543,638 $1,543,638
$918,482 $10,878,553 $11,797,035

ANNUAL OPERATING IMPACT
Improvements

FUNDING SOURCE
Miscellaneous
E
quipment
2022-2027 CAPITAL IMPROVEMENT PROGRAM
C

ULTURAL ARTS CENTER
TOTAL

ESTIMATED COSTS
TOTAL
I
nternal Service Fund -
Facilities
General Fund
Public Facility Fees
Salaries & Benefits
Contract Services

PROJECT DESCRIPTION
This project provides for the design and improvement of an approximately 13,000-square-foot Cultural Arts Center on the first floor of the Civic Center, which was formerly occupied by Dublin Police Services. The Parks & Recreation Master Plan identifies a Cultural Arts Center that would serve as a multi-use facility that affords cultural, educational, and social opportunities for the community. The Cultural Arts Center could include: an Art gallery, Black Box theater space; multi-purpose art and music classrooms; a dance studio; and restrooms. The project also provides for the replacement of the heating, ventilation, and air conditioning (HVAC) systems, HVAC controls, roof replacement, major upgrades to the main telecommunication room, and the relocation of the Parks and Community Services Department offices to the second floor of the Cultural Arts Center.

ANNUAL OPERATING IMPACT: TBD
MANAGING DEPARTMENT: Public Works
Attachment 2
131
Number GI0122 Program GENERAL
PRIOR
YEARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026- 2027 FUTURE

YEARS TOTALS
9100 $32,300 $22,880 $24,960 $80,140
9200 $210,750 $192,960 $107,880 $100,000 $611,590
9400 $875,000 $550,000 $100,000 $1,525,000
9500 $5,000 $5,000 $5,000 $5,000 $20,000
$1,123,050 $220,840 $687,840 $205,000 $2,236,730
PRIOR
YEARS
2021-2022
BUDGET 2022-2023 2023-2024 2024-2025 2025-2026 2026- 2027 FUTURE

YEARS TOTALS
1001 $1,123,050 $220,840 $687,840 $205,000 $2,236,730
$1,123,050 $220,840 $687,840 $205,000 $2,236,730

ANNUAL OPERATING IMPACT

CIVIC CENTER REHABILITATION
TOTAL
Miscellaneous

ESTIMATED COSTS

FUNDING SOURCE
TOTAL
General Fund
2022-2027 CAPITAL IMPROVEMENT PROGRAM
Salaries & Benefits
Contract Services
Improvements

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; 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. Planning for other projects is anticipated to begin in 2022.

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
132

CITY OF DUBLIN

PUBLIC WORKS DEPARTMENT

ENGINEERING DIVISION

BID SUMMARY
Cultural Arts Center
GI0120 & GI0122
Bid Date:

BASE BID Strawn Construction, Inc. CWS Construction Group, Inc. Arntz Builders, Inc. Thompson Builders
Corporation Zovich & Sons Inc. Patriot Contracting, Inc.

ITEM Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost A $9,690,226.00 $9,765,000.00 $10,143,972.00 $10,103,000.00 $11,998,000.00 $13,117,000.00 B $80,000.00 $117,000.00 $35,000.00 $114,000.00 $66,000.00 $100,000.00 C $59,000.00 $120,000.00 $65,000.00 $128,000.00 $55,000.00 $85,000.00 D $30,000.00 $112,000.00 $100,000.00 $292,000.00 $30,000.00 $75,000.00 E $33,000.00 $70,000.00 $10,000.00 $102,000.00 $35,000.00 $65,000.00 F $5,000.00 $25,000.00 $2,500.00 $19,000.00 $25,000.00 $15,000.00 G $6,000.00 $90,000.00 $20,000.00 $56,000.00 $80,000.00 $35,000.00 H $56,000.00 $21,000.00 $15,000.00 $10,000.00 $85,000.00 $125,000.00 I $51,000.00 $50,000.00 $35,000.00 $50,000.00 $75,000.00 $115,000.00 $10,010,226.00 $10,370,000.00 $10,426,472.00 $10,874,000.00 $12,449,000.00 $13,732,000.00

APPARENT LOW BIDDER

ADD ALTERNATES
ITEM Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost Unit Cost A1 $95,000.00 $100,000.00 $27,000.00 $28,000.00 None provided $35,000.00 A2 $60,000.00 $145,000.00 $148,800.00 $137,000.00 None provided $145,000.00 A3 $105,000.00 $185,000.00 $194,400.00 $160,000.00 None provided $175,000.00 Project Name:

Project No. :

August 30, 2022

DESCRIPTION
Base Bid Item A- Base Contract Work (Project No. GI0120) Base Bid Item B- Stair and Guardrail Modifications (Project No. GI0120)
Base Bid Item C- Second Floor Restrooms, Showers, and
janitor's Closet (Project No. GI0122)
Base Bid Item D- Sidewalk and Landscaping at the
Northwest Side of Building (Project No. GI0122)
Base Bid Item E- Paving and Landscaping at the West Side of Building in Secured Parking Lot (Project No. GI0120) Base Bid Item F- Replace Detectable Warning Panels at
Parking Lot Aisle (Project No. GI0122)
Base Bid Item G- Path of Travel Compliance (Project No.

GI0122)
Base Bid Item H- Replace Second Floor Acoustical Tile
Ceilings (Project No. GI0122)
Base Bid Item I- Replace Second Floor Lighting and
Controls (Project No. GI0122)
TOTAL

DESCRIPTION
Alternate No.1- Tubular Skylights, Accessories and Framing (Project No.GI0120)
Alternate No.2- Acoustical Ceiling Clouds in the Gallery, Arts Rooms, Arts & Crafts, Arts Yard and Dance Studio
(Project No.GI0120)
Alternate No.3- Acoustic Wall Panels (AWP-1) in Black Box Theater, Arts + Crafts Yard, Gallery, Arts Room & Dance Studio
1 Attachment 3
133
Budget Change Reference #:

From Un-Appropriated Reserves Budget Transfer Between Funds From Designated Reserves X Other
Account Amount Account Amount
GI0120.9200.9202 (Design) $120,000
GI0120.9400.9401 (Improvements) $2,480,000
3500.9510.49999 (Transfers In) $2,600,000
GI0120.1101 (1101.9510.89101) - General Fund Designated Reserve Transfers Out $2,600,000 9/20/2022
Posted By: Date:

As Presented at the City Council Meeting
**********Finance Use Only**********

CITY OF DUBLIN
R

EASON FOR BUDGET CHANGE
FISCAL YEAR 2022-23

BUDGET CHANGE FORM

DECREASE BUDGET AMOUNT INCREASE BUDGET AMOUNT
City Council's Approval Required
EXP: Cultural Arts Center (GI0120)
Appropriation of funds from designated reserve for Cultural Arts Center, based on bids received and additional alternate items.

C:\Users\michaelb\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\MD4KDIQW\Cultural Arts Center GI0120 Budget Change_09202022 Attachment 4
134
Item 7.1
Cultural Arts Center
Project, CIP No. GI0120
City Council
September 20, 2022
135
136
Cultural Arts Center
• 13,000 sq.ft. Cultural Arts Center (1 st Floor)
• Parks & Community Services Office Space (2 nd Floor)
• 2,100 sq.ft. Black Box Performance/Event Space
• Catering Kitchen
• Gallery Space
• Art Classrooms
• Dance & Music Studios
• Indoor/Outdoor Ceramics Workspace
• New Restrooms (1 st and 2 nd Floor)
• Relocate the Staff Fitness Room and Showers to 2 nd Floor • Limited Site Improvements and Landscaping
137
Cultural Arts Center
First Floor Plan
138
Cultural Arts Center
Second Floor Plan
139
Cultural Arts Center Bid
Base Bid Ranged $10.010M to $13.732M
Bid Included Three Add Alternate Items:

1. Tubular Skylights at Art Classroom & Arts Yard

2. Added Felt Acoustic Ceiling Panels

3. Added Acoustic Wall Panels
Community Workforce Agreement
Local Hire Goal (20% of All Hours Worked)
New Apprentice for 1st $1M + 1/$5M After
140
Staff Recommendations:

1. Adopt the Resolution Approving the Plans and
Specifications and Awarding a Contract to Strawn
Construction, Inc. for the Cultural Arts Center
Project, CIP No. GI0120.

2. Approve the Budget Change.
141
Thank Y ou
142

STAFF REPORT

CITY COUNCIL

Agenda Item 8.1
DATE: September 20, 2022
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: 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. 4 and Approving Form of and Execution of Related Documents
Prepared by: Jay Baksa, Assistant Director of Administrative Services EXECUTIVE SUMMARY:

The City Council will consider the fourth 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 2022 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. 4; 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. 4 of the CFD. 143

DESCRIPTION:

This Staff Report discusses the required actions for City Council consideration to proceed with the issuance, sale, and delivery of the fourth 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 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, which now includes the property commonly referred to as Phase 1A and Phase 1B 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 related to Improvement Area No. 2, which consists of 492 planned residential units constructed, under construction or to be constructed. The City Council approved by Resolution No. 118-18, adopted 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 related to Improvement Area No. 3, which consists of 287 planned residential units constructed, under construction or to be constructed. The City Council approved by Resolution No. 96-21, adopted 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. Approximately $9,761,000 of the Improvement Area No. 3 bond proceeds remain unspent and are anticipated to be spent this fall.

The fourth phase relates to Improvement Area No. 4, which consists of 266 planned residential units under construction or to be constructed. Presently, 47 residential units have been sold, 139 units are under construction, and 80 units will be constructed in the future. The estimated value of the property securing the repayment of special taxes is $172,441,000 per the appraisal report prepared for the City by Integra Realty Resources. This provides an estimated Value-to-Lien Ratio of 7.78:1 based on the estimated $22,170,000 par amount of bonds to be issued. Adoption of the 144

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. 4.

At this time phase 5 is not yet annexed into the Community Facilities District No. 2015-1; that will occur at the start of the development of this phase.

Authorizing Issuance of Bonds and Approving Related Documents (Attachment 1-4) Attachment 1 authorizes the issuance of a not-to-exceed amount of $28,000,000 in bonds for Improvement Area No. 4 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 it is estimated that $22,170,000 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, 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 and, when possible, authorized facilities and impact fees will be financed directly.
 The Purchase Contract (Attachment 3) between the City and Hilltop Securities, Inc. provides for the sale of the bonds by the City to the underwriter for resale to ultimate purchasers.
 The Preliminary Official Statement (Attachment 4) provides certain information about the City, CFD No. 2015-1, Improvement Area No. 4, and the owners and developers of the property in Improvement Area No. 4 to enable prospective purchasers of the bonds to make an informed investment decision.
 The Continuing Disclosure Certificate (Attachment 4, Appendix G-1) 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. 4 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 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.

Once approved, the working group anticipates posting the Preliminary Official Statement to potential investors on September 21, 2022, pricing the bonds in late September, and closing the bonds in mid-October. At that time, bond proceeds will be available to reimburse the developer for costs incurred.

It is anticipated that a future financing will be required for Improvement Area No. 5 as the project proceeds towards completion.

Senate Bill 450 Analysis
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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: 6.22%; (ii) finance charge: $881,442; (iii) net proceeds $16,104,314; and (iv) total payment amount: $45,788,200. The public shall have access to these estimates. These amounts are good faith estimates provided by the City’s Underwriter, Hilltop Securities, based on a projected par amount of bonds of $22,170,000, less original issue discount of $2,138,241, given market conditions as of September 13, 2022; the actual amounts are determined when the bonds are priced and will vary from these estimates.

STRATEGIC PLAN INITIATIVE:

None
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 CFD No. 2015-1
2) Fiscal Agent Agreement
3) City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2022 Purchase Contract 4) Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1 146
Attachment 1
Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 1 of 4 RESOLUTION NO. XX – 22

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. 4; 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. 4); and WHEREAS, the owners of all the land in Improvement Area No. 4 of CFD No. 2015-1 have delivered to the City the unanimous approvals required to officially annex Improvement Area No. 4 into CFD No. 2015-1, to levy the Special Tax within Improvement Area No. 4 and to incur bonded indebtedness for Improvement Area No. 4 in the maximum principal amount of $28,000,000; 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. 4 Special Tax Bonds, Series 2022 (the “2022 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) 147
Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 2 of 4 Improvement Area No. 4, and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), providing for the issuance, execution, delivery and administration of the 2022 Bonds upon the security of and payable solely from the proceeds of the Special Taxes levied in Improvement Area No. 4 and certain prescribed portions of the proceeds of sale of the 2022 Bonds; (b) a Purchase Contract (the “Purchase Contract”), between the City and Hilltop Securities, Inc., as underwriter (the “Underwriter”), providing for the sale by the City and the purchase by the Underwriter of the 2022 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 2022 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. 4, and the owners and developers of the property in Improvement Area No. 4 to enable prospective purchasers of the 2022 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 (or any person designated in writing by the City Manager to act on his or her behalf, including the Assistant City Manager and the Director of Finance & Administrative Services; all references hereafter in this Resolution to the City Manager shall be deemed to include reference to any such designee) to execute and deliver each of them, subject to such modifications as the City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or Bond Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 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 City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 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 2022 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 2022 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.
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Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 3 of 4 Section 2. The City Council hereby authorizes the issuance of the 2022 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 2022 Bonds shall be issued as the “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022,” or similar designation. The 2022 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. The City Manager 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 City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Bond Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 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 2022 Bonds for the purposes and in the amounts as set forth in the Fiscal Agent Agreement.

Section 4. The City Manager is hereby authorized and directed to accept the offer of the Underwriter to purchase the 2022 Bonds as set forth in the Purchase Contract, as executed by the Underwriter and by the City Manager, for and in the name and on behalf of the City; provided, that (a) the aggregate principal amount of the 2022 Bonds shall not exceed $28,000,000, which is the maximum authorized indebtedness limit for Improvement Area No. 4 of CFD 2015-1, and (b) the Underwriter’s discount on the 2022 Bonds does not exceed 1.5% of the par amount, and the true interest cost does not exceed 7.0%. 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. 4 of CFD 2015-1 is at least three times the maximum principal amount of the 2022 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. 4. The City Council further finds and determines that the sale of the 2022 Bonds to the Underwriter by negotiated sale will result in a lower overall interest cost to the City and Improvement Area No. 4 of CFD 2015-1.

Section 5. The City Council hereby approves the Preliminary Official Statement in the form presented. The City Manager 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 City Manager in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Financial Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2022 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 2022 Bonds and to deliver copies of the Official Statement to all actual purchasers of the 2022 Bonds. The City Manager 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.
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Reso. No. XX-22, Item X.X, Adopted 09/20/2022 Page 4 of 4 Section 6. The City hereby covenants, for the benefit of the owners of the 2022 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. 4 for the payment of interest or principal of the 2022 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

Section 7. The 2022 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 2022 Bonds by executing the Fiscal Agent’s certificate of authentication and registration appearing thereon, and to deliver the 2022 Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the City Manager, which instructions the City Manager 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 2022 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. 4, and the sale and issuance of the 2022 Bonds are hereby approved, confirmed and ratified, and the City Manager 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 2022 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 any one of the City Manager 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 20th day of September 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
150
Jones Hall Draft of September 7, 2022

FISCAL AGENT AGREEMENT

by and between the

CITY OF DUBLIN

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent

Dated as of October 1, 2022

Relating to:

$___________
City of Dublin
Community Facilities District No. 2015-1
(Dublin Crossing)
Improvement Area No. 4
Special Tax Bonds, Series 2022

ATTACHMENT 2
151
i

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 2022 BONDS
Section 2.01. Principal Amount; Designation ................................................................................... 12 Section 2.02. Terms of Bonds .......................................................................................................... 12 Section 2.03. Redemption ................................................................................................................ 13 Section 2.04. Form of Bonds ............................................................................................................ 16 Section 2.05. Execution and Authentication of Bonds ...................................................................... 16 Section 2.06. Transfer or Exchange of Bonds .................................................................................. 16 Section 2.07. Bond Register ............................................................................................................. 17 Section 2.08. Temporary Bonds ....................................................................................................... 17 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen ............................................................... 17 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. Parity Bonds ............................................................................................................... 21

ARTICLE IV

PROCEEDS, FUNDS AND ACCOUNTS
Section 4.01. Application of 2022 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 ATTACHMENT 2
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ii

Section 5.13. Yield of the 2022 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 ............................................................................... 35

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: FORM OF 2022 BOND
EXHIBIT B: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND EXHIBIT C: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND

ATTACHMENT 2
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1 FISCAL AGENT AGREEMENT

THIS FISCAL AGENT AGREEMENT (this “Agreement”) is m ade and entered into and dated as of October 1, 2022, 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. 4 (“Improvement Area No. 4”), 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 _________, 2022, the City Council adopted Resolution No. ___-22 (the “Resolution”), authorizing the issuance of the 2022 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. 4 (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 o f 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:

ATTACHMENT 2
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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.

“2022 Bonds” means the City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022.

“2022 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 cost s 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 S pecial 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 ATTACHMENT 2
155
3 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. 4 Administrative Expense Fund” established and administered under Section 4.06.

“Administrative Services Director ” or “ Director of Finance & Administrative Services ” 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.

“Administrator” means the Administrative Services Director or other official of the City designated to administer the Special Tax in accordance with the Rate and Method; initially, the Administrative Services 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, th e Assistant City Manager, the Administrative Services Director, the Director of Finance & Administrative Services 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 nat ionally 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 2022 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. 4.

“Bond Fund” means the fund designated the “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 4 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, 2023.

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4 “Business Day” 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).

“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 ________, 2022, the date upon which there is a physical delivery of the 2022 Bonds in exchange for the amount representing the purchase price of the 2022 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, dated October 1, 2022, 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. 4 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 2022 Bonds, the dated date of the 2022 Bonds, which is the Closing Date.

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5 “Debt Service ” means the scheduled amount of interest and amortization of principal payable on the 2022 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 Sec urities Depository acting as Depository for book-entry under Section 2.10.

“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) a ny 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.

“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. 4” means the property within the boundary of the CFD and designated as “Improvement Area No. 4”.

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6 “Improvement Area No. 4 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. 4 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 Administrative Services Director. It is expressly acknowledged that, in determining the Improvement Area No. 4 Value, the City may rely on an appraisal to determine the value of some or all of the parcels in Improvement Area No. 4 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. 4. 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. 4 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 Administrative Services 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 Cit y, 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, 2023.

“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.

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7 “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 2022 Bonds, Hilltop Securities, Inc., the first purchaser of the 2022 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 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 2022 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 ATTACHMENT 2
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8 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 claim s 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. governm ent 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 - ATTACHMENT 2
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9 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 perce ntage, 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; (l) 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 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 pay ment 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 s hall be conducted, initially in St. Paul,
Minnesota.
“Priority Administrative Expenses Amount” means (i) for Fiscal Year 2022-23, 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. 4.
“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 4, as set forth in Exhibit B to the Resolution of Formation, as it may subsequently be amended in compliance with its provisions and the provisions of this Agreement and the Act.
“Rating Agency” means any nationally recognized rating agency.

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10 “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.

“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. 4 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. 4, 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 seri es 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. ___-22 adopted by the Council on ___________, 2022, authorizing the issuance of the 2022 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.

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11 “Special Tax Fund ” means the special fund designated “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 4, 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. 4, as calculated pursuant to the Rate and Method, less any administrative fees or penalties collected as part of any such prepayment.

“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 deli nquent payments of the Special Tax, but excluding therefrom any 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. 4 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 2022 Bonds” means the 2022 Bonds maturing on September 1, 20___ and September 1, 20___.

“Verification Agent” means an individual or firm of individuals appointed by the City or the Administrative Services Director 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.

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12 ARTICLE II

TERMS OF THE 2022 BONDS

Section 2.01. Principal Amount and Designation of 2022 Bonds. The 2022 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 2022 Bonds shall be designated as the “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 4 Special Tax Bonds, Series 2022”.

Section 2.02. Terms of the 2022 Bonds.

(A) Form; Denominations. The 2022 Bonds shall be issued as fully registered Bonds without coupons. The 2022 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The 2022 Bonds shall be issued in the denominations of $5,000 or any integral multiple in excess thereof.

(B) Date of 2022 Bonds. The 2022 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 2022 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
(September 1)
Principal
Amount
Interest
Rate
CUSIP
(________)

(E) Interest. The 2022 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 ATTACHMENT 2
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13 of a 360-day year composed of twelve 30-day months. Each 2022 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 Interes t 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 2022 Bond, interest is in default thereon, such 2022 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 P ayment 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 2022 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 2022 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

Redemption Date Redemption Price
September 1, 20___ through August 31, 20___ 103%
September 1, 20___ through August 31, 20___ 102
September 1, 20___ through August 31, 20___ 101
September 1, 20___ and any date thereafter 100

(ii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Sectio n 4.03(F) shall be used to redeem 2022 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 2022 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

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14 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 2022 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, toget her 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

The Term 2022 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

Provided, however, if some but not all of the Term 2022 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 2022 Bonds so redeemed, to be allocated among such Mandatory Partial Rede mption Dates on a pro rata basis in integral multiples o f $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 forty -five (45) days prior to the applicable redemption date or such lesser number of days as shall be allowed by the ATTACHMENT 2
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15 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 2022 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 2022 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 2022 Bonds were to be redeemed in accordance with this Agreement. Any 2022 Bonds purchased pursuant to this Section 2.03(C) shall be treated as outstanding 2022 Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Administrative Services 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 Offic e 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 cost of mailing any such redemption notice and any expenses incurred by the Fisca l 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. A ny 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 sa me 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, fr om 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.

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16 (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 2022 Bonds. The 2022 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.

(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 accor dance 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 Own er 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 ATTACHMENT 2
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17 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 d efinitive 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.

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 ex change 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 ma y 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 ATTACHMENT 2
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18 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 Administrative Services Director with respect to the printing of an additional supply of Bonds, in such quantities and as otherwise approved in writing by the Administrative Services 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 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 the 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.

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19 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.

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20 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 2022 Bonds for the CFD in the aggregate principal amount set forth in Section 2.01 and deliver the 2022 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 2022 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 2022 Bonds to the Original Purchaser. The Fiscal Age nt is hereby authorized and directed to authenticate the 2022 Bonds and deliver them to the Original Purchaser, upon receipt of the Proceeds of the 2022 Bonds in the amount set forth in Section 4.01. In accordance with Section

3.05, 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 2022 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 2022 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 2022 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 therefor e 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.

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21 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 follo wing 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 2022 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 follow ing 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.

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22 ARTICLE IV

PROCEEDS, FUNDS AND ACCOUNTS

Section 4.01. Application of 2022 Bond Proceeds. The Proceeds of the 2022 Bonds received from the Original Purchaser in the amount of $_________ (being the aggregate principal amount of the 2022 Bonds of $___________, plus [net] original issue premium of $__________, less an Underwriter’s discount of $ __________), shall be paid to the Fiscal Agent, which shall deposit the Proceeds on the Closing Date as follows:

(i) $ ___________ into the Bond Proceeds Subaccount of the Improvement Fund;

(ii) $ ___________ into the Costs of Issuance Fund;

(iii) $ ___________ into the 2022 Reserve Subaccount of the Reserve Fund , thereby equaling the initial Reserve Requirement for the 2022 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 ATTACHMENT 2
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23 Agent shall deposit any mon eys 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 2022 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 2022 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 balan ce 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 Administrative Services 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 Administrative Services 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 Agen t of an Officer ’s ATTACHMENT 2
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24 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 Administrative Services 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 Administrative Services 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)(iii), 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)(iii). The Administrative Services 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 ATTACHMENT 2
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25 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 2022 Bonds into which shall be deposited the amount specified in Section 4.01(iii). 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 2022 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 (iii) 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 Administrative Services Director in writing as to the principal and premium, if any, and interest due on the 2022 Bonds on the next Interest Payment Date (including principal and premium, if any, due as a result of (i) scheduled maturity of 2022 Bonds as provided in Section 2.02(D), (ii) optional redemption of 2022 Bonds as provided in Section

2.03(A)(i), (iii) scheduled mandatory partial redemption of 2022 Bonds as provided in Section 2.03(A)(ii), or (iv) redemption of 2022 Bonds from proceeds of Special Tax Prepayments as provided in Section 2.03(A)(iii)). On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the 2022 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 (ii) 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 2022 Bonds.

At least three (3) Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the balance then on dep osit in the Bond Fund is sufficient to pay the debt service due on the 2022 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 Administrative Services 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 2022 Bonds, then to the payment of principal ATTACHMENT 2
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26 due on the 2022 Bonds other than by reason of mandatory partial redemptions, if any, and then to payment of principal due on the 2022 Bonds by reason of mandatory partial redemptions. Each such payment shall be made ratably to the Owners of the 2022 Bonds based on the then Outstanding principal amount of the 2022 Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding 2022 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 provi de 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 2022 Bonds can timely be given under Section 2.03(A)(iii) and shall be used (together with any amounts transferred pursuant to Section 4.03(F)) to redeem 2022 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 2022 Bonds in a timely manner, the Fiscal Agent shall report to the Administrative Services 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 2022 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 p romptly remit Special Tax Revenues received by it, less an amount not to exceed the lesser of (a) the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses and (b) the Priority Administrative Expenses Amount for such Fiscal Year (which shall be retained by the City free of the pledge for payment ATTACHMENT 2
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27 of the Bonds 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 Ta x Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Administrative Services 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 2022 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 Administrative Services Director and shall be deposited by the Fiscal Agent as follows (as directed in writing by the Administrative Services 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 Ta x Fund shall be held by the Fiscal Agent for the benefit of the City and Owners of the 2022 Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the 2022 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 th en 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 (in cluding any mandatory partial redemption payment), premium, if any, and interest due on the 2022 Bonds on such Interest Payment Date and any past due principal or interest on the 2022 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, 2023, 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

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28 (iv) (A) on or after each September 10, beginning on September 10, 2023 and continuing through the Remainder Taxes Period, all of the moneys 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 Remaind er 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. 4, 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 Administrative Services 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 Administrative Services 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 Administrative Services Director from time to time to pay for Administrative Expenses.

Annually, on the last day of each Fiscal Year, the Administrative Services 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 Administrative Services Director under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Administrative Services Director in the Administrative Ex pense 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.

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29 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 been depleted sha ll 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.

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30 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 2022 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 wi thin Improvement Area No. 4 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 A uditor requires to include the levy of the Special Taxes on the next real property tax roll.

(C) Computation. The Administrative Services Director shall fix and levy the Special Taxes within Improvement Area No. 4 in accordance with the Rate and Method so as to assure the timely payment of principal of and interest on any outstanding 2022 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 levi ed 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 Administrative ATTACHMENT 2
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31 Services Director (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 2022 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 two paragraphs. The Administrative Services Director shall notify the City Attorney of any such delinquency of which the Administrative Services Director is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings.

On or about June 30 of each Fiscal Year, the Administrative Services Director shall compare the amount of Special Taxes theretofore levied in Improvement Area No. 4 to the amount of Special Tax Revenues theretofore received by the City, and:

(A) Individual Delinquencies. If the Administrative Services Director determines that any single parcel subject to the Special Tax in Improvement Area No. 4 is delinquent in the payment of Special Taxes for two years or in the aggregate amount of $10,000 or more, then the Administrative Services 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 Administrative Services Director determines that the total amount of delinquent Special Taxes for the entire Improvement Area No. 4 (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. 4 for the Fiscal Year ending on such June 30, the Administrative Services Director shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and a de mand 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. 4 for which a Special Tax delinquency remains uncured.

The Administrative Services Director may employ the person or firm designated as the Administrator, if other than the Administrative Services Director, to perform the duties delegated to the Administrative Services 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 Administrative Services 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 2022 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 2022 Bonds.

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32 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 2022 Bonds and shall not, directly or indire ctly, 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 2022 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 2022 Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the 2022 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 2022 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 2022 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 2022 Bonds by the City, the 2022 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 2022 Bonds are not so used as to cause the 2022 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 Proh ibition. 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 2022 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 2022 Bonds. The Administrative Servic es Director shall take note of any investment of monies hereunder in excess of the yield on the 2022 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:

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33 (A) Amounts in the R eserve 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 s ole 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 2022 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 2022 Bonds would have caused the 2022 Bonds to be “arbitrage bonds” within the meaning of section 148 of the Tax Code.

Section 5.13. Yield of the 2022 Bonds. The City has no reasonable expectations regarding when or if prepayments of Special Taxes and mandatory redemption of the 2022 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 2022 Bonds from the gross income of the Owners of the 2022 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 2022 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 Contin uing 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 2022 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. 4 as of the Closing Date may also have executed a continuing disclosure agreement for the benefit of the holders and Beneficial Owners of the 2022 Bonds. Any Participating Underwriter or Holder or Beneficial Owner may take such actions as may be necessary and app ropriate 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 2022 Bonds.

The City covenants not to permit the tender of 2022 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 ATTACHMENT 2
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34 Special Taxes are levied and coll ected in the maximum amount permitted by the Rate and Method, to pay the principal of and interest when due on the 2022 Bonds remaining Outstanding following such tender. Subject to the foregoing, in the event 2022 Bonds are tendered to the Fiscal Agent, such 2022 Bonds shall be cancelled by the Fiscal Agent and shall cease to accrue interest from the date such 2022 Bonds are tendered. Upon surrender of a 2022 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 2022 Bond or 2022 Bonds the principal amount of which is equal to the untendered portion of the 2022 Bonds and the interest rate and maturity date of which shall be the same as the interest rate and maturity date of the tendered 2022 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 accomp anied 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 t he maximum amount permitted by the Rate and Method, will be sufficient to pay principal of and interest on the 2022 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 2022 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 2022 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 2022 Bonds.

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35 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 hold such funds uninvested. The Administrative Services Director shall make note of any investment of funds hereunder in excess of the yield on the 2022 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 Administrative Services Director shall be invested by the Administrative Services 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 Offi cials. The Fiscal Agent and its affiliates or the Administrative Services Director may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Administrative Services Director 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 2022 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 i n 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 Administrative Services Director hereunder, provided that the Fiscal Agent or the Administrative Services ATTACHMENT 2
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36 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 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 securiti es 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 include will 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 Administrative Services 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 me et 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 Administrative Services Director 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 conn ection with the 2022 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 the Administrative Services 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 this Agreement. The City, including the Administrativ e Services 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 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 hereu nder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that ATTACHMENT 2
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37 repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(D) Owner of Bonds . The City sha ll not be bound to recognize any person as the Owner of a 2022 Bond unless and until such 2022 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.

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38 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 2022 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 o r 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 Administrative Services 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 Administrative Services Director in trust for the benefit of the Owners. The City covenants for the direct benefit of the ATTACHMENT 2
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39 Owners that the Administrative Services 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 2022 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, c ovenants 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 2022 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 2022 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 2022 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 o bligations 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 opin ions 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 ATTACHMENT 2
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40 the City herein or of any of the documents executed by the City in connection with the 2022 Bonds, or as to the existence of a default or event of default thereunder.

(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 2022 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 2022 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 2022 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 o r 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 2022 Bond unless and until such 2022 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 ATTACHMENT 2
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41 to be conclusively proved and established by an Officer ’s Certificate of t he City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereo f, 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, in cluding 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 resign ation or removal of the Fiscal Agent under this Agreement, and payment of the 2022 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.

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42 ARTICLE VIII

MODIFICATION OR AMENDMENT

Section 8.01. Amendments Permitted.

(A) With Consent. This Agreement an d the rights and obligations of the City and of the Owners of the 2022 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 2022 Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any 2022 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 2022 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 2022 Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of 2022 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 th e 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 2022 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 Section 3.06(E);

(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 aris ing 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 2022 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 2022 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 Supp lemental Agreement entered into by the ATTACHMENT 2
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43 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.

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 2022 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 2022 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 2022 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 2022 Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. A ny such consent shall be binding upon the Owner of the 2022 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 subs equent 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 2022 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 Own ers of the required percentage of 2022 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 2022 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 . 2022 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 2022 Bonds provided for in this Article VIII, 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 C ity shall specify in a certificate to ATTACHMENT 2
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44 the Fiscal Agent those 2022 Bonds disqualified pursuant to this Section and the Fiscal Agent may conclusively rely on such certificate.

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 2022 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 2022 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 Cit y, as to such action. In that case, upon demand of the Owner of any 2022 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 2022 Bond. The City may determine that new 2022 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 2022 Bonds then Outstanding, such new 2022 Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for 2022 Bonds then Outstanding, upon surrender of such 2022 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 2022 Bonds held by him, provided that due notation thereof is made on such 2022 Bonds.

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45 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 2022 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 2022 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 2022 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 exten t invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all 2022 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 2022 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 2022 Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all ot her obligations of the City under this Agreement with respect to such 2022 Bonds shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent.

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46 Notwithstanding the foregoing, the following obligations and pledges of the City sh all continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the 2022 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 2022 Bonds from gross income for federal income tax purposes.

Upon complia nce by the City with the foregoing with respect to all 2022 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 Owne rship 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 2022 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 2022 Bond shall bind all future Owners of such 2022 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 2022 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.

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47 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: Administrative Services Director
Fax: (925) 833-8741
Email: [email protected]

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: [email protected]

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 2022 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 2022 Bonds which remains unclaimed for two (2) years aft er 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 2022 Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, such 2022 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.

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48 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 . 2022 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 2022 Bonds, or the date fixed for redemption of any 2022 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 2022 Bonds:

(A) Annual Reporting. Not later than October 30 of each calen dar year, beginning with the October 30 first succeeding the date of the 2022 Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Administrative Services 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 2022 Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the 2022 Bonds so as to reduce the amount in the Reserve Fund to less than the Reserve Requirement, the Fiscal Agent shall noti fy the Administrative Services Director of such failure or withdrawal in writing. The Administrative Services 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 Administrative Services Director shall file a report with the City no later than January 1, 2023, 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. 4, (ii) the amount of 2022 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. 4 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 2022 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 Sectio ns 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. Notw ithstanding the ATTACHMENT 2
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49 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.

(E) No Liability . None of the City and its officers, agents and employees, the Administrative Services Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 9.13.

The Administrative Services Director 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 Administrative Services Director. The term “Bondowner” for purposes of this Section 9.13 shall include any “Beneficial Owner” of the 2022 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.

* * * * * * * * * *

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[Signature Page to Fiscal Agent Agreement dated as of October 1, 2022]

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:

City Manager

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Fiscal Agent

By:

Authorized Officer

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Exhibit A