Agenda packet — Dublin City Council, November 7, 2023 (part 4 of 5)

DRE Report - Update

First American Title Company
3400 Douglas Boulevard, Suite 130
Roseville, CA 95661

Escrow Officer: Gayle Kuzmich
Phone: (916)677-2651
Fax No.: (916)677-8020
E-Mail: [email protected]

E-Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents.

Property: Ivy at Boulevard - Tract 8372
Dublin, CA

PRELIMINARY REPORT
In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report.

Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

Please be advised that any provision contained in this document, or in a document that is attached, linked or referenced in this document, that under applicable law illegally discriminates against a class of individuals based upon personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or any other legally protected class, is illegal and unenforceable by law.

This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.

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Dated as of August 25, 2023 at 7:30 A.M.

The form of Policy of title insurance contemplated by this report is:

To Be Determined
A specific request should be made if another form or additional coverage is desired.

Title to said estate or interest at the date hereof is vested in:

DUBLIN CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS TO LOTS 33 THROUGH 52, 55 THROUGH 62, AND PARCELS J THROUGH N, P AND Q;

AND

BROOKFIELD BAY AREA HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS TO LOTS 1 THROUGH 32, 53, 54 AND PARCELS A THROUGH I AND O
The estate or interest in the land hereinafter described or referred to covered by this Report is:

A fee.

The Land referred to herein is described as follows:

(See attached Legal Description)

At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable.

2. Taxes and assessments. Report to follow. Please verify before closing.

3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No.2015-1, as disclosed by Notice of Special Tax Lien recorded June 17, 2015 as Instrument No. 2015168298 of Official Records.

4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Crossing - Public Services), as disclosed by Notice of Special Tax Lien recorded June 26, 2017 as Instrument No. 2017138464 of Official Records.

Document(s) declaring modifications thereof recorded November 28, 2022 as Instrument No. 2022190140 of Official Records.
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5. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2015-1 (Dublin Crossing), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190139 of Official Records.

6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

7. The terms and provisions contained in the document entitled Acceptance of Retrocession of Exclusive Jurisdiction and Establishment of Concurrent Jurisdiction recorded October 4, 1984 as Instrument No. 84-201208 of Official Records.

8. The terms, provisions and rights contained in the document entitled Quitclaim Deed recorded March 7, 2014 as Instrument No. 2014-64105 of Official Records.

9. The terms and provisions contained in the document entitled "Development Agreement" recorded June 4, 2014 as Instrument No. 2014-134795 of Official Records.

Terms and provisions contained on that certain "Amendment No. 1 to Development Agreement" recorded July 22, 2015 as Instrument No. 2015-202606 of Official Records.

The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement" recorded August 28, 2015 as Instrument No. 2015239932 of Official Records.

Document(s) declaring modifications thereof recorded March 8, 2016 as Instrument No. 2016056821 of Official Records.

Document(s) declaring modifications thereof recorded June 26, 2017 as Instrument No. 2017138465 of Official Records.

The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded February 23, 2023 as Instrument No. 2023022837 of Official Records.

Affects: Lots 1 through 8, 53, 54 and Parcels A through C and O The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded April 27, 2023 as Instrument No. 2023047466 of Official Records.

Affects: Lots 9 through 20 and Parcels D, E and F
The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded August 22, 2023 as Instrument No. 2023095458 of Official Records.

Affects: Lots 21 through 32 and Parcels G through I
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10. The terms and provisions contained in the document entitled Memorandum of Agreement by and between the Dublin Unified School District and Dublin Crossing Venture LLC recorded July 7, 2015 as Instrument No. 2015186770 of Official Records.

11. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded Just 3, 2017 as Instrument No. 2017144790 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Corrective Amendment to Master Declaration of Covenants, Conditions and Restrictions of Boulevard recorded August 16, 2016 as Instrument No. 2018160811 of Official Records.

A declaration of annexation recorded August 25, 2023 as Instrument No. 2023097321 of Official Records but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Affects: Lots 1 through 8 and Parcels B and C

12. The terms and provisions contained in the document entitled "Stormwater Management Maintenance Agreement" recorded July 31, 2017 as Instrument No. 2017166090 of Official Records.

13. The terms and provisions contained in the document entitled "Quitclaim Deed" recorded December 16, 2019 as Instrument No. 2019257591 of Official Records.

14. The terms and provisions contained in the document entitled "Master Stormwater Management Maintenance (O & M) Agreement" recorded February 24, 2021 as Instrument No. 2021077171 of Official Records.

Affects: The land and other property.

15. Any and all offers of dedications, conditions, restrictions, easements, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description.

16. The terms and provisions contained in the document entitled "Declaration of Developement Covenents, Conditions and Restrictions" recorded February 23, 2023 as Instrument No. 2023022835 of Official Records.

Affects: Lots 1 through 8, 53, 54 and Parcels A through C and O 565

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17. An option in favor of Dublin Crossing, LLC, a Delaware limited libiality company as contained in or disclosed by a document recorded February 23, 2023 as Instrument No. 2023022838 of Official Records.

Affects: Lots 1 through 8, 53, 54 and Parcels A through C and O

18. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded February 23, 2023 as Instrument No. 2023022839 of Official Records.

Affects: Lots 1 through 8, 53, 54 and Parcels A through C and O

19. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded February 23, 2023 as Instrument No. 2023022840 of Official Records.

Affects: Lots 1 through 8, 53, 54 and Parcels A through C and O

20. The terms and provisions contained in the document entitled "Memorandum of Agreement" recorded March 30, 2023 as Instrument No. 2023036304 of Official Records.

Affects: Lots 29 through 52, 55 through 62 and Parcels D through N, P and Q

21. The terms and provisions contained in the document entitled "Memorandum of Agreement" recorded April 14, 2023 as Instrument No. 2023042548 of Official Records.

Affects: Lots 9 through 28

22. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded April 27, 2023 as Instrument No. 2023047464 of Official Records.

Affects: Lots 9 through 20 and Parcels D, E and F

23. The terms and provisions contained in the document entitled "Memorandum of Repurchase Option Agreement" recorded April 27, 2023 as Instrument No. 2023047467 of Official Records.

Affects: Lots 9 through 20 and Parcels D, E and F

24. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded April 27, 2023 as Instrument No. 2023047468 of Official Records.

Affects: Lots 9 through 20 and Parcels D, E and F

25. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded April 27, 2023 as Instrument No. 2023047469 of Official Records.

Affects: Lots 9 through 20 and Parcels D, E and F
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26. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded August 22, 2023 as Instrument No. 2023095456 of Official Records.

Affects: Lots 21 through 32 and Parcels G through I

27. The terms and provisions contained in the document entitled "Memorandum of Repurchase Option Agreement" recorded August 22, 2023 as Instrument No. 2023095459 of Official Records.

Affects: Lots 21 through 32 and Parcels G through I

28. The terms and provisions contained in the document entitled "Memorandum of Profit Participation Agreement" recorded August 22, 2023 as Instrument No. 2023095460 of Official Records.

Affects: Lots 21 through 32 and Parcels G through I

29. The terms and provisions contained in the document entitled "Memorandum of Deferred Purchase Price Agreement" recorded August 22, 2023 as Instrument No. 2023095461 of Official Records.

Affects: Lots 21 through 32 and Parcels G through I

30. Rights of the public in and to that portion of the land lying within any Road, Street, Alley or Highway.

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INFORMATIONAL NOTES

Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction.

1. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance.

For purposes of policy issuance, items (NONE) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer.

The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. 568

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LEGAL DESCRIPTION

Real property in the City of Dublin , County of Alameda, State of California, described as follows:

LOTS 1 THROUGH 62, INCLUSIVE, AND PARCELS B THROUGH Q, INCLUSIVE, AS SHOWN ON THE MAP ENTITLED “TRACT 8372 IVY, VINE & AVALON AT BOULEVARD” FILED ON NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGES 26 THROUGH 35, ALAMEDA COUNTY RECORDS.

APN: 986-0076-012 through 986-0076-023 (Lots 1 through 12); 986-0077-012 through 986-0077-025 (Lots 13 through 26); 986-0078-014 through 986-0078-049 (Lots 27 through 62); 986-0076-007 (Parcel B);
986-0076-008 (Parcel C);
986-0076-009 (Parcel D);
986-0077-004 (Parcel E);
986-0077-005 (Parcel F);
986-0077-006 (Parcel G);
986-0078-002 (Parcel H);
986-0078-003 (Parcel I);
986-0078-004 (Parcel J);
986-0078-005 (Parcel K);
986-0078-006 (Parcel L);
986-0078-007 (Parcel M);
986-0078-008 (Parcel N);
986-0078-009 (Parcel O);
986-0078-010 (Parcel P) and
986-0078-011 (Parcel Q)

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NOTICE

Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub- escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible.

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EXHIBIT A

LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE)

CLTA STANDARD COVERAGE POLICY – 1990

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.

4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public, records.

2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy.

CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

EXCLUSIONS

In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:
a. building;
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b. zoning;
c. land use;
d. improvements on the Land;
e. land division; and
f. environmental protection.

This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

4. Risks:
a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or
d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.

5. Failure to pay value for Your Title.

6. Lack of a right:
a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land.

This Exclusion does not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws.

8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

LIMITATIONS ON COVERED RISKS

Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:

For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability

Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less)

Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)

Covered Risk 19: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)

Covered Risk 21: 1% of Policy Amount Shown in Schedule A or $2,500 $5,000 (whichever is less)

2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 573

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3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b).

The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

EXCEPTIONS FROM COVERAGE
[Except as provided in Schedule B - Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of:
[PART I
[The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy.

PART II
In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:]

2006 ALTA OWNER'S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
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(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 or 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of:
[The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy.

7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.]

ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

Order Number: 3409-6846227
Page Number: 15

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16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.

7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25.

8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.

9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.

10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

576

CLTA Preliminary Report Form Order Number: 3409-7017085 (Rev. 11/06) Page Number: 1

First American Title

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DRE Report

First American Title Company
3400 Douglas Boulevard, Suite 130
Roseville, CA 95661
California Department of Insurance License No. 2549-4

Escrow Officer: Gayle Kuzmich
Phone: (916)677-2651
Fax No.: (916)677-8020
E-Mail: [email protected]

E-Mail Loan Documents to: Lenders please contact the Escrow Officer for email address for sending loan documents.

Property: Abbey at Vine, Tract 8372
Dublin, CA

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

577

Order Number: 3409-7017085
Page Number: 2

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Dated as of July 21, 2023 at 7:30 A.M.

The form of Policy of title insurance contemplated by this report is:

To Be Determined
A specific request should be made if another form or additional coverage is desired.

Title to said estate or interest at the date hereof is vested in:

DUBLIN CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY The estate or interest in the land hereinafter described or referred to covered by this Report is:

A fee.

The Land referred to herein is described as follows:

(See attached Legal Description)

At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows:

1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable.

2. Taxes and assessments. Report to follow. Please verify before closing.

3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Corssing - Public Services), as disclosed by Notice of Special Tax Lien recorded June 26, 2017 as Instrument No. 2017138464 of Official Records.

Document(s) declaring modifications thereof recorded November 28, 2022 as Instrument No. 2022190140 of Official Records.

4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2015-1 (Dublin Crossing), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190139 of Official Records.

5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.
578

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Page Number: 3

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6. The terms and provisions contained in the document entitled "Quitclaim Deed Phase 5 Parks Reserve Forces Training Area Alameda County, California" recorded December 16, 2019 as Instrument No. 2019257591 of Official Records.

7. Any and all offers of dedications, conditions, restrictions, easements, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description.

8. Rights of the public in and to that portion of the Land lying within any Road, Street, Alley or Highway.

Affects: PARCELS A, R, S AND X

579

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INFORMATIONAL NOTES

For purposes of policy issuance, items (NONE) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer.

Order Number: 3409-7017085
Page Number: 5

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LEGAL DESCRIPTION

Real property in the City of Dublin , County of Alameda, State of California, described as follows:

LOTS 63 THROUGH 79, INCLUSIVE AND PARCELS A, R, S, T, U, V, W, X, Y AND AI, AS SHOWN ON THE MAP ENTITLED “TRACT 8372 IVY, VINE & AVALON AT BOULEVARD” FILED ON NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGES 26 THROUGH 35, ALAMEDA COUNTY RECORDS.

APN: 986-0078-050 (Lot 63)
986-0077-026 (Lot 64)
986-0077-027 (Lot 65)
986-0077-028 (Lot 66)
986-0076-024 (Lot 67)
986-0076-025 (Lot 68)
986-0077-029 (Lot 69)
986-0077-030 (Lot 70)
986-0077-031 (Lot 71)
986-0078-051 (Lot 72)
986-0077-032 (Lot 73)
986-0077-033 (Lot 74)
986-0077-034 (Lot 75)
986-0077-035 (Lot 76)
986-0077-036 (Lot 77)
986-0077-037 (Lot 78)
986-0077-038 (Lot 79)
986-0076-001 (Parcel A)
986-0077-007 (Parcel R)
986-0077-008 (Parcel S)
986-0076-010 (Parcel T)
986-0078-012 (Parcel U)
986-0076-011 (Parcel V)
986-0077-009 (Parcel W)
986-0077-010 (Parcel X)
986-0077-011 (Parcel Y) and
986-0076-006 (Parcel AI)

581

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582

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NOTICE

583

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EXHIBIT A

LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE [(07-01-2021) v. 01.00]

EXCLUSIONS FROM COVERAGE

The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, or regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23, or 27.

2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by You;
b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the date You became an Insured under this policy; c. resulting in no loss or damage to You;
d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or
e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the Title at the Date of Policy.

4. Lack of a right:
a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and b. in any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land.

Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21.

5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy in accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15.

6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transfer of the Title to You is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 30.

7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance.

9. Any lien on Your Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a. or 27.

10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

LIMITATIONS ON COVERED RISKS

Your insurance for the following Covered Risks is limited on the Owner’s Coverage Statement as follows:

For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar Limit of Liability

Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less)

Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)

Covered Risk 19: 1% of Policy Amount Shown on Schedule A or $5,000 $25,000 (whichever is less)

Covered Risk 21: 1% of Policy Amount Shown on Schedule A or $2,500 $5,000 (whichever is less)
584

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Page Number: 9

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ALTA OWNER'S POLICY [(07-01-2021) V. 01.00]
CLTA STANDARD COVERAGE OWNER'S POLICY [(02-04-22) V. 01.00]

EXCLUSIONS FROM COVERAGE

The following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys’ fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

NOTE: The 2021 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7. The 2021 CLTA Standard Coverage Owner’s Policy will include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7.

EXCEPTIONS FROM COVERAGE

Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys’ fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, 585

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uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

2006 ALTA OWNER'S POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

NOTE: The 2006 ALTA Owner’s Policy may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as taxes, easements, CC&R’s, etc., the Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage Exceptions listed below as numbers 1 through 7.

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of:

2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

586
Prelim (CA/NV) Page 1 191301-001785
11249 Gold Country Blvd.

Ste 140
Gold River, CA 95670
Office Phone: (916)262-8400
Office Fax:

Title Officer Email: [email protected]
Lennar Homes of California, LLC, a California limited
liability company (as successor-in-interest by
conversion of Lennar Homes of California, Inc., a
California corporation)
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Your Ref: Tract 8372
Our Order No.: 191301-001785
Version No. 3
Property Address: Lots 80 through 97, Tract No.
8372, Dublin, CA
Preliminary Report Dated as of May 26, 2023 at 7:30 a.m.

IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, Doma Title Insurance, Inc.

Hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms.

The printed Exceptions and Exclusions from the coverage and limitations on covered risks of said Policy or Policies are set forth in Exhibit A attached. The Policy to be issued may contain an Arbitration Clause. When the amount of insurance is less than that set forth in the Arbitration Clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the Parties. Limitations on covered risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a deductible amount and a maximum dollar limit of liability for certain coverages are also set forth in Exhibit A.

Copies of the Policy forms should be read. They are available from the office which issued this report.

It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land.

The form of Policy of title insurance contemplated by this report is:

Please note that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) can only be issued on transactions involving individuals as purchasers and residential 1-4 properties. Any indication that the America First Homeowner's Policy (CLTA/ ALTA Homeowner's Policy) will be issued in a transaction that does not meet these criteria is hereby revised to state that the policy contemplated is a Standard Coverage Policy. 587
Prelim (CA/NV) Page 2 191301-001785
Randy Sierra, Title Officer
588
Prelim (CA/NV) Page 3 191301-001785

SCHEDULE A

1. The estate or interest in the land herein after described or referred to covered by this report is:

Fee Simple

2. Title to said estate or interest at the date hereof is vested in:

Dublin Crossing, LLC, a Delaware limited liability company as to lots 80 through 85 and 87 through 91 And
Lennar Homes of California, LLC, a California limited liability company as to lots 86, 92 though 97, AC, AF, AG and AH

3. Real Property in the City of Dublin, County of Alameda, State of California, described as follows:

See attached Legal Description
589
Prelim (CA/NV) Page 4 191301-001785

LEGAL DESCRIPTION
Real Property in the City of Dublin, County of Alameda, State of California, described as follows:

LOT(S) 80 THROUGH 97, INCLUSIVE, AND PARCELS AC, AF, AG AND AH, AS SHOWN ON THAT CERTAIN MAP OF "TRACT NO. 8372, IVY, VINE, & AVALON AT BOULEVARD", ALAMEDA COUNTY, FILED FOR RECORD NOVEMBER 29, 2021, IN BOOK 367 OF MAPS, AT PAGE 26, WITH OFFICIAL RECORDS OF ALAMEDA COUNTY, CALIFORNIA.

APN: 986 -0078-052, 986 -0078-053, 986 -0078-054, 986 -0078-055, 986 -0078-056, 986 -0077-039, 986 -0077-040, 986 -0077-041, 986 -0077-042, 986 -0077-043, 986 -0076-026, 986 -0076-027, 986 -0076-028, 986 -0076-029, 986 -0076-030, 986 -0076-031, 986 -0076-032 and 986 -0076-033 590
Prelim (CA/NV) Page 5 191301-001785

SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions in the policy form designated on the face page of this report would be as follows:

1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable.

2. Taxes and assessments. Report to follow. Please verify before closing.

3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

4. The land lies within the Future Annexation Area as shown on the map of the Proposed Boundaries of the City of Dublin Communities Facilities District No. 2015-1, recorded on May 4, 2015 as Instrument No. 2015118036 of Official Records.

6. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 2017-1 (Dublin Crossing - Public Services), as disclosed by Notice of Special Tax Lien recorded November 28, 2022 as Instrument No. 2022190140 of Official Records.

7. An easement for electric and gas distribution lines and incidental purposes, recorded November 13, 1972 as Instrument No. 72-154460 of Official Records.

In Favor of: Pacific Gas and Electric Company, a Corporation Affects: Said land

8. An easement for purposes as set forth therein and incidental purposes, recorded February 5, 1973 as Reel 3335, Image 90 of Official Records.

In Favor of: Alameda County Flood Control and Water Conservation District Affects: a portion of the Land

9. The terms and provisions contained in the document entitled "Development Agreement" recorded June 4, 2014 as Instrument No. 2014134795 of Official Records.

The terms and provisions contained in the document entitled "Amendment No. 1 to Development Agreement of Development Agreement" recorded July 22, 2015 as Instrument No. 2015202606 of Official Records.

The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement" recorded August 28, 2015 as Instrument No. 2015239932 of Official Records.

Document(s) declaring modifications thereof recorded March 8, 2016 as Instrument No. 2016056821 of Official Records.

The terms and provisions contained in the document entitled "Amendment No. 3 to Development Agreement between the City of Dublin and Dublin Crossing, LLC relating to the Dublin Crossing Project" recorded June 26, 2017 as Instrument No. 2017138465 of Official Records. 591
Prelim (CA/NV) Page 6 191301-001785
The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded September 21, 2018 as Instrument No. 2018184722 of Official Records.

The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded September 21, 2018 as Instrument No. 2018184730 of Official Records.

The terms and provisions contained in the document entitled "Amended and Restated Development Agreement between the city of Dublin and Dublin Crossing, LLC Relating to the Dublin Crossing Project" recorded February 15, 2019 as Instrument No. 2019030149 of Official Records.

The terms and provisions contained in the document entitled "Assignment and Assumption of Development Agreement and Consent of City" recorded March 3, 2023 as Instrument No. 2023026509 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

10. An easement for utility easement for upper Chabot Canal and incidental purposes, recorded October 12, 2018 as Instrument No. 2018199754 of Official Records.

In Favor of: Alameda County Flood Control and Water Conservation District Zone 7(None7) Affects: Said land

11. An easement for Detention Basin and incidental purposes, recorded October 12, 2018 as Instrument No. 2018199755 of Official Records.

In Favor of: Alameda County Flood control and Water Conservation District Zone 7(None7) Affects: Said land

12. The terms and provisions contained in the document entitled Master Storm Water Management Maintenance (O&M) Agreement, executed by and between City of Dublin and Dublin Crossing, LLC, recorded February 24, 2021, as Instrument No. 2021077171 of Official Records.

13. Easements, dedications, reservations, provisions, relinquishments, recitals, certificates and any other matters as provided for or delineated on that certain map entitled “Tract 8372 - Ivy, Vine & Avalon at Boulevard”, recorded November 29, 2021, in Book 367, of maps, at Page(s) 26-35 and more particularly described in the legal description attached hereto.

14. An easement shown or dedicated on the Map as referred to in the legal description For: Public Utility Easement and incidental purposes.

Affects: as shown on map

15. An easement shown or dedicated on the Map as referred to in the legal description For: Public Service Easement and incidental purposes.

Affects: as shown on map

16. An easement shown or dedicated on the Map as referred to in the legal description For: Private Pedestrian Access Easement and incidental purposes. 592
Prelim (CA/NV) Page 7 191301-001785
Affects: as shown on map

17. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:

The real property described below is dedicated in fee for public purposes: Those portions of said lands designated on this map as: Scarlett drive and Dougherty Road as Public Streets.

18. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:
the real property described below is dedicated as an easement for public purposes: The areas designated as emergency vehicle access easement (evae), as delineated and embraced within the boundaries of the herein embodied map, for the purpose of ingress and egress of public safety vehicles and emergency equipment.

19. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:
the real property described below is dedicated as an easement for public purposes: the areas in, under, along, and across any area or strip of land designated as public service easements (PSE), as delineated and embraced within the boundaries of the herein embodied map, dedicated to the city of Dublin forever for the "purposes of public services" (as herein defined). the "purposes of public services" shall include the construction, reconstruction, removing, replacing, repairing, maintaining, operating, and using "public service facilities" (as defined herein), and access through the public service easement for these purposes. "public service facilities" shall include public utilities, fire hydrants, electroliers, irrigation systems, signs and traffic signals, and all necessary appurtenances hereto such as braces, connections, fastenings, appliances, and fixtures for use in connection therewith, all public service easements shall be kept open and free from buildings or structures of any kind, with the sole exception of public service facilities all public service easements shall be considered public "ways" as that term is used in California public utilities code section 6202, and all public utilities holding a valid franchise from the city shall have the right to use the public service easements in accordance with the terms of the franchise.

20. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:
the real property described below is dedicated as an easement for public purposes: the areas designated as public utility easement (PUE) for construction and maintenance of applicable utility structures and appurtenances thereto. said areas or strips of land are to be kept open and free from buildings and structures of any kind, except applicable utility structures and appurtenances.

21. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:
the real property designated as private pedestrian access easement (PPAE) are for the purpose of private pedestrian access. said easements are not offered for dedication to the public. maintenance of said areas shall be the responsibility of the master homeowners association governing tract 8372.

22. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:

The real property designated as private storm drain easement (PSDE) are for the purpose of overland drainage release on or over that certain strip of land designated as PSDE, and installation and maintenance of private storm drainage facilities and appurtenances thereto. said easements are not offered for dedication to the public. maintenance of said areas shall be the responsibility of the master homeowners association governing tract 8372. said easements shall be kept open and free of any obstructions of any kind and surface elevations shall not be altered.

23. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:

The real property designated as lots "63 through 97" are for condominiums, landscaping and related purposes, said lots shall be owned and maintained by the Master Homeowners Association governing tract 8372.

24. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:

The real property designated as "DSRSD" are irrevocably offered for dedication to Dublin San Ramon services district (DSRSD), or its designee in gross, as a subsurface easement and surface easement for 593
Prelim (CA/NV) Page 8 191301-001785
potable water and recycled water and sanitary sewer purposes, including access thereto, for construction, operation, maintenance, repair and replacement of works, improvements, and structures, and the clearing of obstructions and vegetation. no building or structure may be placed on said easement, nor shall anything be done therein, nor access restricted thereto which may interfere with DSRSD's full enjoyment of said easement. said "DSRSD" shall be accepted by separate instrument.

25. The following matters shown or disclosed by the filed or recorded map referred to in the legal description:

The real property covered by this map is approved by the city of Dublin for creation of up to 182 condominiums. the establishment of condominiums and separation of three-dimensional portions of the property from the remainder thereof shall not constitute a further subdivision as defined in California government code section 66424, and, pursuant to the authority of California government code section 66427(E), may occur by one or more condominium plans without further approval by the city.

26. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions", recorded March 3, 2023 as Instrument No. 2023026507 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

27. The terms and provisions contained in the document entitled Memorandum of Repurchase Option Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026510 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

28. The terms and provisions contained in the document entitled Memorandum of Profit Participation Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026511 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

29. The terms and provisions contained in the document entitled Memorandum of Deferred Purchase Price Agreement, executed by and between DUBLIN CROSSING, LLC, a Delaware limited liability company and Lennar Homes of California, LLC, a California limited liability company, recorded March 3, 2023, as Instrument No. 2023026512 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

30. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of Title insurance but a report to facilitate the issuance of a policy of Title insurance.

For purposes of policy issuance, items (None) may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. *********************END OF REPORT********************* 594
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__________________________________________________________________________________________ ********************NOTES*********************
No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance.

For purposes of policy issuance, items NONE may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer .

City Transfer Tax: The following City Charged Transfer Tax is in addition to the Normal Transfer Tax.

The tax is based on the full value of the transfer without allowance for liens or encumbrances assumed the fee shown is the fee per thousand dollars of value or fraction thereof. The rates shown are subject to change by city at any time.

CITY FEE
Alameda
Albany
Berkeley
Emeryville
Hayward
Oakland
Piedmont
San Leandro
$12.00
$11.50
$15.00
$12.00
$ 8.50
$15.00
$13.00
$ 6.00

NOTICE OF RECORDING PROCEDURE
Pursuant to Cal. Revenue & Tax Code §480.3, all Deeds and other Documents that reflect a change in ownership must be accompanied by a Preliminary Change of Ownership Report to be completed by the transferee. If this special report is not presented at the time of recording, an additional recording fee of $20.00, as required by law, will be charged. Preliminary Change in Ownership forms, instructions on how to complete them, and a nonexclusive list of documents that are affected by this change, are available from the County Recorder's Office or the Office of the County Assessor.

Effective January 1, 2018, Cal. Government Code §27388.1 imposes an additional fee of $75.00 to be paid at the time of recording for every real estate instrument, paper, or notice required or permitted by law to record, except those expressly exempted from payment.

GOOD FUNDS LAW
Under Section 12413.1 of the California Insurance Code, Lennar Title, Inc. may only make funds available for disbursement in accordance with the following rules:

Same day availability. Disbursement on the date of deposit is allowed only when funds are deposited to Lennar Title, Inc. by Cash or Electronic Transfer (Wire). Cash will be accepted only under special circumstances and upon approval by management.

Next business day availability. If funds are deposited to Lennar Title, Inc. by cashier's checks, certified checks or teller's checks, disbursement may be on the next business day following deposit. A “teller's check” is one drawn by an insured financial institution against another insured financial institution (e.g., a savings and loan funding with a check drawn against a FDIC insured bank).

Second business day availability. If the deposit is made by checks other than those described in paragraphs 1 and 2 above, disbursement may occur on the day when funds must be made available to 595
Prelim (CA/NV) Page 10 191301-001785
depositors under Federal Reserve Regulation CC. In most cases, these checks will be available on the second business day following deposit. (For further details, consult California Insurance Code Section 12413, et seq. and Regulation CC).

These are the minimum periods before funds will be made available. Lennar Title, Inc. is not obligated to disburse funds at the expiration of the time periods above, and expressly reserves the right to require additional time before disbursing on deposited funds. Close of escrow and final disbursement will not be made based on deposits in the form of personal checks, corporate checks, credit union checks, money market checks, travelers checks and official checks until confirmation of final clearance of the funds.

Lennar Title, Inc. will not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law.

Lennar Title, Inc. charges for recording the transaction documents include charges for services performed by Lennar Title, Inc., in addition to an estimate of payments to be made to governmental agencies.

The map attached, if any, may or may not be a survey of the land depicted hereon. Lennar Title, Inc. expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached.

Additional Notes:

1. According to the public records, there has been no conveyance of the land within a period of twenty-four months prior to the date of this report, except as follows:

A document recorded March 3, 2023 as Instrument No. 2023026508 of Official Records.

From: DUBLIN CROSSING, LLC, a Delaware limited liability company To: Lennar Homes of California, LLC, a California limited liability company Deed re-recorded March 21, 2023 as Instrument No. 2023032599 of Official Records.

Affects Lots 86, 94-97 and Parcels AC, AG and AH

2. A document recorded June 12, 2023 as Instrument No. 2023066785 of Official Records.

From: DUBLIN CROSSING, LLC, a Delaware limited liability company To: Lennar Homes of California, LLC, a California limited liability company Affects Lots 92, 93; Parcel AF
596
Prelim (CA/NV) Page 11 191301-001785

AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE
Referring Party: Lennar Title, Inc., CalAtlantic Title, Inc., Lennar Title, LLC, or Lennar Closing Services, Inc., as applicable (“Lennar Title”)
This is to give notice that Lennar Title has a business relationship with North American Title Insurance Company (“NATIC”) and Lennar Insurance Agency, LLC (“LIA”) because Lennar Title’s parent, Lennar Title Group, LLC (“LTG”), has an indirect 20% ownership interest in NATIC’s parent company and an 80% ownership interest in LIA. Because of this relationship, this referral of services may provide Lennar Title a financial or other benefit.

Set forth below are the estimated charges or range of charges for the settlement services provided by NATIC and LIA. You are NOT required to use NATIC or LIA as a condition for closing your transaction and obtaining insurance.

THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES.

Title Insurance Fees
Lennar Title provides closing services and title insurance through numerous title insurance underwriters, one of which is NATIC. If NATIC is selected as the title insurer, the following fees apply:
10% - 40% of costs for lender’s and/or owner’s title insurance, as applicable, depending on the property state, and as shown on the Loan Estimate and/or Closing Disclosure provided by your lender.

Contact your local CAT representative for a more detailed title insurance quote based on your specific transaction.

Insurance
Lennar Insurance Agency, LLC (LIA) is an insurance agent that provides, among other products, homeowner’s/hazard and flood insurance. Set forth below are the estimated range of charges by LIA for the settlement services listed.

Description of Settlement Service Range of Charges - Annual Premium Homeowner’s/Hazard Insurance 0.2% - 2.5% of purchase price amount Flood Insurance 0.1% - 0.5% of purchase price amount
NOTE: The above premium ranges for homeowner’s/hazard and flood insurance are from LIA. If enhancements to the standard policy such as increased limits, scheduled articles, and/or earthquake coverage are required, the premium may increase. Actual quote and acceptance by LIA is subject to LIA’s application of their underwriting guidelines, including but not limited to verification of your credit score and previous loss history. Of course, the cost of your insurance may vary due to many factors including, without limitation, the size, location and cost of your home. 597
Prelim (CA/NV) Page 12 191301-001785
598
Prelim (CA/NV) Page 13 191301-001785

ACKNOWLEDGMENT
I/we have read this disclosure form, and understand that Lennar Title is referring me/us to purchase the above-described settlement service and may receive a financial or other benefit as the result of this referral.

Customer Signature Date
599
Prelim (CA/NV) Page 14 191301-001785
LENNAR TITLE, INC.
11249 Gold Country Blvd., Ste 140
Gold River, CA 95670
Office Phone: (916)262-8400
Office Fax:

Attention:

Your Ref:

Our Order No.: 191301-001785

LENDERS SUPPLEMENTAL REPORT
Dated as of May 26, 2023 at 07:30 AM.

Title Officer: Randy Sierra
The above numbered report (including any supplements or amendments thereto) is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an American Land Title Association loan form policy of Title Insurance:

Our ALTA Loan Policy, when issued, will contain Endorsement Nos. 100 and 116.

There is located on said land a Single Family
Known as: Lots 80 through 97, Tract No. 8372, Dublin, CA City of Dublin
County of Alameda
State of California.

NOTE: According to the public records, there have been no Deeds conveying the land described herein within a period of 24 months prior to the date of this Report, except as follows: none 600
Prelim (CA/NV) Page 15 191301-001785
601
Prelim (CA/NV) Page 16 191301-001785
602
Prelim (CA/NV) Page 17 191301-001785
CLTA Preliminary Report Form - Exhibit A (Rev. 05-06-16) CLTA STANDARD COVERAGE POLICY - 1990

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:

3. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.

4. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.

5. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate
or interest insured by this policy.

6. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.

7. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.

8. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.

EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:

1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records.

Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.

3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.

4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records.

6. Any lien or right to a lien for services, labor or material not shown by the public records.

CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13)

EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:

1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:
a. building;
b. zoning;
c. land use;
d. improvements on the Land;
e. land division; and
f. environmental protection.

This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.

3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.

5. Failure to pay value for Your Title.
603
Prelim (CA/NV) Page 18 191301-001785

6. Lack of a right:
a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land.

This Exclusion does not limit the coverage described in Covered Risk 11 or 21.

7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws.

8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.

LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
 For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.

The deductible amounts and maximum dollar limits shown on Schedule A are as follows:

Your Deductible Amount Our Maximum Dollar
Limit of Liability
Covered Risk 16: 1% of Policy Amount Shown in Schedule A or $2,500 $10,000 (whichever is less)
Covered Risk 18: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)
Covered Risk 19: 1% of Policy Amount Shown in Schedule A or $5,000 $25,000 (whichever is less)
Covered Risk 21: 1% of Policy Amount Shown in Schedule A or $2,500 $5,000 (whichever is less)
2006 ALTA LOAN POLICY (06-17-06)

EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14);
or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

EXCEPTIONS FROM COVERAGE
[Except as provided in Schedule B - Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of:
604
Prelim (CA/NV) Page 19 191301-001785
[PART I
[The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the Public Records. ]

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

1. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

2. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

3. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

4. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of:
[The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.

6. Any lien or right to a lien for services, labor or material not shown by the Public Records.

7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.] 605
Prelim (CA/NV) Page 20 191301-001785
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY - ASSESSMENTS PRIORITY (04-02-15)

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.

4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated.

5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26.

10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.

11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. 606
607
608
609
Addenda
City of Dublin CFD No. 2015‐1 Improvement Area No. 5 Special Tax Bonds, Series 2023 Addendum E
Value by Parcel
610
DevelopmentFY 2023-24FY 2023-24 Number ofAppraised
Status Max Tax Levy ID APN_D OWNERNAME S_HSENOS_STREETS_SFXS_CITYS_STATES_ZIPLANDVAL LOTACRESLOTSQFTAppraised ValueNeighborhoodTract Lot Res. UnitsValue Exempt $0.00 $0.00 1 986 -0076-001-00BROOKFIELD BAY AREA HOLDINGS LLC DOUGHERTYRD DUBLINCA 94568 3.283 143,020N/A 8372 Exempt $0.00 $0.00 2 986 -0076-002-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.046 2,015N/A 8372 Exempt $0.00 $0.00 3 986 -0076-003-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.045 1,974N/A 8372 Exempt $0.00 $0.00 4 986 -0076-004-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 0.05 2,211N/A 8372 Exempt $0.00 $0.00 5 986 -0076-005-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 0.06 2,641N/A 8372 Exempt $0.00 $0.00 6 986 -0076-006-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.016 737N/A 8372 Exempt $0.00 $0.00 7 986 -0076-007-00BROOKFIELD BAY AREA HOLDINGS LLCDOUGHERTYRD DUBLINCA 94568 0.039 1,727N/A 8372 Exempt $0.00 $0.00 8 986 -0076-008-00BROOKFIELD BAY AREA HOLDINGS LLCDOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 9 986 -0076-009-00BROOKFIELD BAY AREA HOLDINGS LLCDOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 10 986 -0076-010-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.031 1352N/A 8372 Exempt $0.00 $0.00 11 986 -0076-011-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.13 5676N/A 8372 Developed $5,715.36 $5,715.36 12 986 -0076-012-00BROOKFIELD BAY AREA HOLDINGS LLC6435ROSEBAY CT DUBLINCA 94568 $150,313 0.062 2724 Ivy 8372 1 1 1,510,000$ Closed to Homeowner Developed $5,715.36 $5,715.36 13 986 -0076-013-00BROOKFIELD BAY AREA HOLDINGS LLC6321DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 2 1 1,510,000$ Closed to Homeowner Developed $5,715.36 $5,715.36 14 986 -0076-014-00BROOKFIELD BAY AREA HOLDINGS LLC6319DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 3 1 610,000$ Developed $5,715.36 $5,715.36 15 986 -0076-015-00BROOKFIELD BAY AREA HOLDINGS LLC6313DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 4 1 1,510,000$ Closed to Homeowner Developed $5,715.36 $5,715.36 16 986 -0076-016-00BROOKFIELD BAY AREA HOLDINGS LLC6307DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 5 1 610,000$ Developed $5,715.36 $5,715.36 17 986 -0076-017-00BROOKFIELD BAY AREA HOLDINGS LLC6301DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 6 1 610,000$ Developed $5,715.36 $5,715.36 18 986 -0076-018-00BROOKFIELD BAY AREA HOLDINGS LLC6295DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 7 1 610,000$ Developed $5,715.36 $5,715.36 19 986 -0076-019-00BROOKFIELD BAY AREA HOLDINGS LLC6289DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 8 1 610,000$ Developed $5,715.36 $5,715.36 20 986 -0076-020-00DUBLIN CROSSING LLC 6283DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 9 1 610,000$ Developed $5,715.36 $5,715.36 21 986 -0076-021-00DUBLIN CROSSING LLC 6277DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 10 1 610,000$ Developed $5,715.36 $5,715.36 22 986 -0076-022-00DUBLIN CROSSING LLC 6271DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 11 1 610,000$ Developed $5,715.36 $5,715.36 23 986 -0076-023-00DUBLIN CROSSING LLC 6265DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 12 1 610,000$ Undeveloped$29,951.71 $0.00 24 986 -0076-024-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $901,883 0.215 9379 Vine 8372 67 6 2,400,000$ Undeveloped$25,075.85 $0.00 25 986 -0076-025-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.18 7882 Vine 8372 68 4 1,600,000$ Developed$22,035.42 $22,035.42 26 986 -0076-026-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.215 9391 Avalon 8372 90 5 1,875,000$ Developed$22,035.42 $22,035.42 27 986 -0076-027-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.188 8198 Avalon 8372 91 5 1,875,000$ Developed$22,035.42 $22,035.42 28 986 -0076-028-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.179 7806 Avalon 8372 92 5 1,875,000$ Developed$22,035.42 $22,035.42 29 986 -0076-029-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.179 7806 Avalon 8372 93 5 1,875,000$ Developed$22,035.42 $22,035.42 30 986 -0076-030-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.177 7750 Avalon 8372 94 5 1,875,000$ Developed$22,035.42 $22,035.42 31 986 -0076-031-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.19 8277 Avalon 8372 95 5 1,875,000$ Developed$22,035.42 $22,035.42 32 986 -0076-032-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.265 11552 Avalon 8372 96 5 1,875,000$ Developed$22,035.42 $22,035.42 33 986 -0076-033-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.204 8900 Avalon 8372 97 5 1,875,000$ Exempt $0.00 $0.00 34 986 -0077-001-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.045 1974N/A 8372 Exempt $0.00 $0.00 35 986 -0077-002-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 0.045 1983N/A 8372 Exempt $0.00 $0.00 36 986 -0077-003-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.053 2322N/A 8372 Exempt $0.00 $0.00 37 986 -0077-004-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 38 986 -0077-005-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 39 986 -0077-006-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 40 986 -0077-007-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.201 8778N/A 8372 Exempt $0.00 $0.00 41 986 -0077-008-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.126 5513N/A 8372 Exempt $0.00 $0.00 42 986 -0077-009-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.086 3749N/A 8372 Exempt $0.00 $0.00 43 986 -0077-010-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.333 14516N/A 8372 Exempt $0.00 $0.00 44 986 -0077-011-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.056 2464N/A 8372 Developed $5,715.36 $5,715.36 45 986 -0077-012-00DUBLIN CROSSING LLC 6259DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 13 1 610,000$ Developed $5,715.36 $5,715.36 46 986 -0077-013-00DUBLIN CROSSING LLC 6253DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 14 1 610,000$ Developed $5,715.36 $5,715.36 47 986 -0077-014-00DUBLIN CROSSING LLC 6237DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 15 1 610,000$ Developed $5,715.36 $5,715.36 48 986 -0077-015-00DUBLIN CROSSING LLC 6231DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 16 1 610,000$ Undeveloped$8,637.24 $0.00 49 986 -0077-016-00DUBLIN CROSSING LLC 6223DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 17 1 610,000$ Undeveloped$9,194.48 $0.00 50 986 -0077-017-00DUBLIN CROSSING LLC 6219DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 18 1 610,000$ Undeveloped$9,194.48 $0.00 51 986 -0077-018-00DUBLIN CROSSING LLC 6213DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 19 1 610,000$ Undeveloped$8,637.24 $0.00 52 986 -0077-019-00DUBLIN CROSSING LLC 6207DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 20 1 610,000$ Undeveloped$8,637.24 $0.00 53 986 -0077-020-00DUBLIN CROSSING LLC 6199DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 21 1 610,000$ Undeveloped$9,194.48 $0.00 54 986 -0077-021-00DUBLIN CROSSING LLC 6195DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 22 1 610,000$ Undeveloped$9,194.48 $0.00 55 986 -0077-022-00DUBLIN CROSSING LLC 6189DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 23 1 610,000$ Undeveloped$8,637.24 $0.00 56 986 -0077-023-00DUBLIN CROSSING LLC 6183DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 24 1 610,000$ Undeveloped$8,637.24 $0.00 57 986 -0077-024-00DUBLIN CROSSING LLC 6177DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 25 1 610,000$ Undeveloped$9,194.48 $0.00 58 986 -0077-025-00DUBLIN CROSSING LLC 6171DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 26 1 610,000$ Undeveloped$22,568.27 $0.00 59 986 -0077-026-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.162 7057 Vine 8372 64 4 1,600,000$ Undeveloped$33,295.16 $0.00 60 986 -0077-027-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $1,052,197 0.239 10444 Vine 8372 65 7 2,800,000$ Undeveloped$20,478.61 $0.00 61 986 -0077-028-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.147 6424 Vine 8372 66 4 1,600,000$ Undeveloped$20,896.55 $0.00 62 986 -0077-029-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.15 6555 Vine 8372 69 4 1,600,000$ Undeveloped$34,131.02 $0.00 63 986 -0077-030-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $1,052,197 0.245 10677 Vine 8372 70 7 2,800,000$ Undeveloped$30,369.65 $0.00 64 986 -0077-031-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $901,883 0.218 9517 Vine 8372 71 6 2,400,000$ Undeveloped$30,926.89 $0.00 65 986 -0077-032-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $901,883 0.222 9710 Vine 8372 73 7 2,800,000$ Undeveloped$34,827.58 $0.00 66 986 -0077-033-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $1,052,197 0.25 10896 Vine 8372 74 6 2,400,000$ Undeveloped$25,633.10 $0.00 67 986 -0077-034-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.184 8042 Vine 8372 75 4 1,600,000$ Undeveloped$28,419.30 $0.00 68 986 -0077-035-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $901,883 0.204 8895 Vine 8372 76 6 2,400,000$ Undeveloped$22,011.03 $0.00 69 986 -0077-036-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.158 6885 Vine 8372 77 4 1,600,000$ Undeveloped$22,011.03 $0.00 70 986 -0077-037-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $601,255 0.158 6885 Vine 8372 78 4 1,600,000$ Undeveloped$29,951.71 $0.00 71 986 -0077-038-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $901,883 0.215 9398 Vine 8372 79 6 2,400,000$ Developed$22,035.42 $22,035.42 72 986 -0077-039-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.192 8379 Avalon 8372 85 5 1,875,000$ Developed$22,035.42 $22,035.42 73 986 -0077-040-00LENNAR HOMES CALIFORNIA LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.183 8006 Avalon 8372 86 5 1,875,000$ Undeveloped$27,026.20 $0.00 74 986 -0077-041-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.194 8486 Avalon 8372 87 5 1,875,000$ Developed$22,035.42 $22,035.42 75 986 -0077-042-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.39 17007 Avalon 8372 88 5 1,875,000$ Developed$22,035.42 $22,035.42 76 986 -0077-043-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 $751,569 0.228 9946 Avalon 8372 89 5 1,875,000$ Exempt $0.00 $0.00 77 986 -0078-001-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.045 1974N/A 8372 Exempt $0.00 $0.00 78 986 -0078-002-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 79 986 -0078-003-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.057 2512N/A 8372 Exempt $0.00 $0.00 80 986 -0078-004-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 81 986 -0078-005-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.108 4705N/A 8372 Exempt $0.00 $0.00 82 986 -0078-006-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 83 986 -0078-007-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 84 986 -0078-008-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 85 986 -0078-009-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 86 986 -0078-010-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 87 986 -0078-011-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.039 1727N/A 8372 Exempt $0.00 $0.00 88 986 -0078-012-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.032 1430N/A 8372 Exempt $0.00 $0.00 89 986 -0078-013-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 0.196 8559N/A 8372 Undeveloped$9,194.48 $0.00 90 986 -0078-014-00DUBLIN CROSSING LLC 6165DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 27 1 610,000$ Undeveloped$8,637.24 $0.00 91 986 -0078-015-00DUBLIN CROSSING LLC 6159DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 28 1 610,000$ Undeveloped$9,194.48 $0.00 92 986 -0078-016-00DUBLIN CROSSING LLC 6153DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2879 Ivy 8372 29 1 610,000$ Undeveloped$10,169.65 $0.00 93 986 -0078-017-00DUBLIN CROSSING LLC 6137DIAMOND WAY DUBLINCA 94568 $150,313 0.073 3181 Ivy 8372 30 1 610,000$ Undeveloped$11,005.51 $0.00 94 986 -0078-018-00DUBLIN CROSSING LLC 6131DIAMOND WAY DUBLINCA 94568 $150,313 0.079 3446 Ivy 8372 31 1 610,000$ Undeveloped$10,030.34 $0.00 95 986 -0078-019-00DUBLIN CROSSING LLC 6125DIAMOND WAY DUBLINCA 94568 $150,313 0.072 3164 Ivy 8372 32 1 610,000$ Undeveloped$8,637.24 $0.00 96 986 -0078-020-00DUBLIN CROSSING LLC 6121DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 33 1 610,000$ Undeveloped$9,194.48 $0.00 97 986 -0078-021-00DUBLIN CROSSING LLC 6117DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 34 1 610,000$ Undeveloped$9,194.48 $0.00 98 986 -0078-022-00DUBLIN CROSSING LLC 6113DIAMOND WAY DUBLINCA 94568 $150,313 0.066 2891 Ivy 8372 35 1 610,000$ Undeveloped$8,637.24 $0.00 99 986 -0078-023-00DUBLIN CROSSING LLC 6109DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 36 1 610,000$ Undeveloped$8,637.24 $0.00 100986 -0078-024-00DUBLIN CROSSING LLC 6105DIAMOND WAY DUBLINCA 94568 $150,313 0.062 2720 Ivy 8372 37 1 610,000$ Undeveloped$9,333.79 $0.00 101986 -0078-025-00DUBLIN CROSSING LLC 6101DIAMOND WAY DUBLINCA 94568 $150,313 0.067 2938 Ivy 8372 38 1 610,000$ Undeveloped$8,915.86 $0.00 102986 -0078-026-00DUBLIN CROSSING LLC 6275SKYLINE ST DUBLINCA 94568 $150,313 0.064 2790 Ivy 8372 39 1 610,000$ Undeveloped$9,612.41 $0.00 103986 -0078-027-00DUBLIN CROSSING LLC 6269SKYLINE ST DUBLINCA 94568 $150,313 0.069 3025 Ivy 8372 40 1 610,000$ Undeveloped$9,055.17 $0.00 104986 -0078-028-00DUBLIN CROSSING LLC 6263SKYLINE ST DUBLINCA 94568 $150,313 0.065 2832 Ivy 8372 41 1 610,000$ Undeveloped$8,637.24 $0.00 105986 -0078-029-00DUBLIN CROSSING LLC 6257SKYLINE ST DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 42 1 610,000$ Undeveloped$8,637.24 $0.00 106986 -0078-030-00DUBLIN CROSSING LLC 6251SKYLINE ST DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 43 1 610,000$ Undeveloped$9,055.17 $0.00 107986 -0078-031-00DUBLIN CROSSING LLC 6239SKYLINE ST DUBLINCA 94568 $150,313 0.065 2832 Ivy 8372 44 1 610,000$ Undeveloped$9,055.17 $0.00 108986 -0078-032-00DUBLIN CROSSING LLC 6233SKYLINE ST DUBLINCA 94568 $150,313 0.065 2832 Ivy 8372 45 1 610,000$ Undeveloped$8,637.24 $0.00 109986 -0078-033-00DUBLIN CROSSING LLC 6225SKYLINE ST DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 46 1 610,000$ Undeveloped$8,637.24 $0.00 110986 -0078-034-00DUBLIN CROSSING LLC 6219SKYLINE ST DUBLINCA 94568 $150,313 0.062 2736 Ivy 8372 47 1 610,000$ Undeveloped$9,055.17 $0.00 111986 -0078-035-00DUBLIN CROSSING LLC 6213SKYLINE ST DUBLINCA 94568 $150,313 0.065 2832 Ivy 8372 48 1 610,000$ Undeveloped$9,055.17 $0.00 112986 -0078-036-00DUBLIN CROSSING LLC 6207SKYLINE ST DUBLINCA 94568 $150,313 0.065 2832 Ivy 8372 49 1 610,000$ Undeveloped$8,637.24 $0.00 113986 -0078-037-00DUBLIN CROSSING LLC 6201SKYLINE ST DUBLINCA 94568 150313 0.062 2736 Ivy 8372 50 1 610,000$ Undeveloped$8,915.86 $0.00 114986 -0078-038-00DUBLIN CROSSING LLC 6200SKYLINE ST DUBLINCA 94568 150313 0.064 2793 Ivy 8372 51 1 610,000$ Undeveloped$9,751.72 $0.00 115986 -0078-039-00DUBLIN CROSSING LLC 6206SKYLINE ST DUBLINCA 94568 150313 0.07 3064 Ivy 8372 52 1 610,000$ Developed $5,715.36 $5,715.36 116986 -0078-040-00DUBLIN CROSSING LLC 6212SKYLINE ST DUBLINCA 94568 150313 0.069 3009 Ivy 8372 53 1 610,000$ Developed $5,715.36 $5,715.36 117986 -0078-041-00DUBLIN CROSSING LLC 6218SKYLINE ST DUBLINCA 94568 150313 0.062 2736 Ivy 8372 54 1 610,000$ Undeveloped$8,637.24 $0.00 118986 -0078-042-00DUBLIN CROSSING LLC 6222SKYLINE ST DUBLINCA 94568 150313 0.062 2736 Ivy 8372 55 1 610,000$ Undeveloped$9,612.41 $0.00 119986 -0078-043-00DUBLIN CROSSING LLC 6228SKYLINE ST DUBLINCA 94568 150313 0.069 3009 Ivy 8372 56 1 610,000$ Undeveloped$9,612.41 $0.00 120986 -0078-044-00DUBLIN CROSSING LLC 6236SKYLINE ST DUBLINCA 94568 150313 0.069 3009 Ivy 8372 57 1 610,000$ Undeveloped$8,637.24 $0.00 121986 -0078-045-00DUBLIN CROSSING LLC 6250SKYLINE ST DUBLINCA 94568 150313 0.062 2736 Ivy 8372 58 1 610,000$ Undeveloped$8,637.24 $0.00 122986 -0078-046-00DUBLIN CROSSING LLC 6256SKYLINE ST DUBLINCA 94568 150313 0.062 2736 Ivy 8372 59 1 610,000$ Undeveloped$9,612.41 $0.00 123986 -0078-047-00DUBLIN CROSSING LLC 6262SKYLINE ST DUBLINCA 94568 150313 0.069 3009 Ivy 8372 60 1 610,000$ Undeveloped$9,751.72 $0.00 124986 -0078-048-00DUBLIN CROSSING LLC 6268SKYLINE ST DUBLINCA 94568 150313 0.07 3064 Ivy 8372 61 1 610,000$ Undeveloped$8,776.55 $0.00 125986 -0078-049-00DUBLIN CROSSING LLC 6276SKYLINE ST DUBLINCA 94568 150313 0.063 2778 Ivy 8372 62 1 610,000$ Undeveloped$28,697.92 $0.00 126986 -0078-050-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 901883 0.206 9013 Vine 8372 63 6 2,400,000$ Undeveloped$42,489.64 $0.00 127986 -0078-051-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 1052169 0.305 13293 Vine 8372 72 7 2,800,000$ Undeveloped$28,279.99 $0.00 128986 -0078-052-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 751569 0.203 8855 Avalon 8372 80 5 1,875,000$ Undeveloped$25,215.16 $0.00 129986 -0078-053-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 751569 0.181 7896 Avalon 8372 81 5 1,875,000$ Undeveloped$23,682.75 $0.00 130986 -0078-054-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 751569 0.17 7419 Avalon 8372 82 5 1,875,000$ Undeveloped$23,682.75 $0.00 131986 -0078-055-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 751569 0.17 7422 Avalon 8372 83 5 1,875,000$ Undeveloped$23,682.75 $0.00 132986 -0078-056-00DUBLIN CROSSING LLC DOUGHERTYRD DUBLINCA 94568 751569 0.17 7428 Avalon 8372 84 5 1,875,000$ 244 111,070,000$
611
Addenda
City of Dublin CFD No. 2015‐1 Improvement Area No. 5 Special Tax Bonds, Series 2023 Addendum F
Comparable Data
612

Land Sale Profile Sale No. 1
Location & Property Identification
Venice (91 Lots) Property Name:

Sub‐Property Type: Residential, Single Family
Development Land
Dublin Blvd. Address:

Dublin, CA 94568 City/State/Zip:

Alameda County:

Suburban Market Orientation:

IRR Event ID: 3056333
Sale Information
$36,329,941 Sale Price:
$36,329,941 Effective Sale Price:
06/01/2023 Sale Date:

Sale Status: Closed
$/Acre(Gross):   $5,512,889
$/Land SF(Gross):   $126.56
$/Acre(Usable): $5,512,889
$/Land SF(Usable):   $126.56
$399,230 /Approved Lot $/Unit (Potential):

Grantor/Seller: Dublin Crossing, LLC
Grantee/Buyer: Lennar
Assets Sold: Real estate only
Property Rights: Fee Simple
Financing: Cash to seller
Conditions of Sale: Arm's‐length
Verified By: Sara Gilbertson, MAI
Verification Date: 10/03/2023
Confirmation Source: Corinna Tam
Verification Type: Confirmed‐Seller
Sale Analysis
Expenditures After Purchase: $214,200
Expenditures Description: Site development &
permits and fees
Other Adjustment: $4,150
Adjustment Comments: Avg. annual special tax
Improvement and Site Data

6.59/6.59 Acres(Usable/Gross):
287,060/287,060 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
No. of Units (Potential): 91
Zoning Desc.: Single‐family residential
Source of Land Info.: Other
Comments
This property consists of 91partially improved lots (blue top), that transferred in five takedowns between October 2021 and June 2023. This product is attached duet lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $4,150 per lot per year, permits and fees are reportedly $95,031/lot. This project has a typical lot of about 1,600 SF.

Venice (91 Lots)
613

Land Sale Profile Sale No. 2
Location & Property Identification
Lombard (84 Lots) Property Name:

Sub‐Property Type: Residential, Single Family
Development Land
Dublin Blvd. Address:

Dublin, CA 94568 City/State/Zip:

Alameda County:

Suburban Market Orientation:

IRR Event ID: 3056325
Sale Information
$47,039,570 Sale Price:
$47,039,570 Effective Sale Price:
06/01/2023 Sale Date:

Sale Status: Closed
$/Acre(Gross):   $5,488,865
$/Land SF(Gross):   $126.01
$/Acre(Usable): $5,488,865
$/Land SF(Usable):   $126.01
$/Building SF:   $17,818.02
$559,995 /Approved Lot $/Unit (Potential):

Grantor/Seller: Dublin Crossing, LLC
Grantee/Buyer: Lennar
Assets Sold: Real estate only
Property Rights: Fee Simple
Financing: Cash to seller
Conditions of Sale: Arm's‐length
Verified By: Sara Gilbertson, MAI
Verification Date: 10/03/2023
Confirmation Source: Corinna Tam
Verification Type: Confirmed‐Seller
Sale Analysis
Expenditures After Purchase: $220,500
Expenditures Description: Site development &
permits and fees
Other Adjustment: $5,099
Adjustment Comments: Avg. annual special
taxes
Improvement and Site Data

8.57/8.57 Acres(Usable/Gross):
373,309/373,309 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
Potential Building SF: 2,640
No. of Units (Potential): 84
Zoning Desc.: Single‐family residential
Source of Land Info.: Other
Comments
This property consists of 84 partially improved lots (blue top), that transferred in seven takedowns between October 2021 and June 2023. This product is detached motor court lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $108,815/lot. This project has a typical lot of about 2,640 SF.

Lombard (84 Lots)
614

Land Sale Profile Sale No. 3
Location & Property Identification
Melrose (75 Lots) Property Name:

Sub‐Property Type: Residential, Single Family
Development Land
Dublin Blvd. Address:

Dublin, CA 94568 City/State/Zip:

Alameda County:

Suburban Market Orientation:

IRR Event ID: 3056328
Sale Information
$39,818,126 Sale Price:
$39,818,126 Effective Sale Price:
03/01/2023 Sale Date:

Sale Status: Closed
$/Acre(Gross):   $5,664,029
$/Land SF(Gross):   $130.03
$/Acre(Usable): $5,664,029
$/Land SF(Usable):   $130.03
$530,908 /Approved Lot $/Unit (Potential):

Grantor/Seller: Dublin Crossing, LLC
Grantee/Buyer: Brookfield
Assets Sold: Real estate only
Property Rights: Fee Simple
Financing: Cash to seller
Conditions of Sale: Arm's‐length
Verified By: Sara Gilbertson, MAI
Verification Date: 10/03/2023
Confirmation Source: Corinna Tam
Verification Type: Confirmed‐Seller
Sale Analysis
Expenditures After Purchase: $194,340
Expenditures Description: Site development &
permits and fees
Other Adjustment: $5,099
Adjustment Comments: Avg. annual special tax
Improvement and Site Data

7.03/7.03 Acres(Usable/Gross):
306,227/306,227 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
No. of Units (Potential): 75
Zoning Desc.: Single‐family residential
Source of Land Info.: Other
Comments
This property consists of 75partially improved lots (blue top), that transferred in three takedowns between July 2021 and March 2023. This product is detached 4‐pack lots, with in a portion of Improvement Area No. 4 of the Dublin Crossing Specific Plan area. Special taxes are $5,099 per lot per year, permits and fees are reportedly $100,228/lot.

Melrose (75 Lots)
615

Land Sale Profile Sale No. 4
Location & Property Identification
Iris at The Villages Property Name:

Sub‐Property Type: Residential, Single Family
Development Land
Balance Cir . Address:

Fairfield, CA 94533 City/State/Zip:

Solano County:

Suburban Market Orientation:

IRR Event ID: 3018691
Sale Information
$26,560,000 Sale Price:
$26,560,000 Effective Sale Price:
07/07/2022 Sale Date:

Sale Status: Closed
$/Acre(Gross):   $1,870,581
$/Land SF(Gross):   $42.94
$/Acre(Usable): $1,870,581
$/Land SF(Usable):   $42.94
$/Building SF:   $5,544.89
$265,600 /Unit $/Unit (Potential):

Grantor/Seller: Lewis Operating Corp
Grantee/Buyer: Hearthstone, In
Property Rights: Fee Simple
% of Interest Conveyed: 100.00
Financing: Cash to seller
Document Type: Deed
Recording No.: 202200046383
Verification Type: Secondary Verification
Secondary Verific. Source: Deed, Assessor, CoStar
Improvement and Site Data
MSA: Vallejo‐Fairfield, CA
170‐411‐010 to 030,
170‐411‐120 to 049,
140‐412‐130 to 330,
170‐413‐010 to 370,
170‐412‐040
Legal/Tax/Parcel ID:

14.20/14.20 Acres(Usable/Gross):
618,500/618,500 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
Potential Building SF: 4,790
No. of Units (Potential): 100
Zoning Code: RLM
Zoning Desc.: Residential Low Medium
Density
Source of Land Info.: Other
Comments
Buyer is acting as a land bank for D.R. Horton, which is developing Iris at the Villages. Home plans range from 1,353 to 2,311 square feet with proposed pricing from $628,000 to $710,000. The typical lot size is approximately 4,790 square feet. Based on other projects in the area, permits and fees are estimated at $55,000 per lot. Special taxes are approximately $931 per lot.

Iris at The Villages
616

Land Sale Profile Sale No. 5
Location & Property Identification
One Lake (Neighborhood 6A) Property Name:

Sub‐Property Type: Residential, Single Family
Development Land
Shore Vis. Address:

Fairfield, CA 94533 City/State/Zip:

Solano County:

Suburban Market Orientation:

IRR Event ID: 2730444
Sale Information
$7,338,600 Sale Price:
$7,338,600 Effective Sale Price:
05/01/2022 Sale Date:

Sale Status: In‐Contract
$/Acre(Gross):   $1,467,720
$/Land SF(Gross):   $33.69
$/Building SF:   $3,190.70
$122,310 /Improved Lot $/Unit (Potential):

Grantor/Seller: One Lake Holdings LLC
Grantee/Buyer: Brookfield Residential
Assets Sold: Real estate only
Property Rights: Fee Simple
Financing: Cash to seller
Verified By: Sara Gilbertson, MAI
Verification Date: 11/10/2021
Confirmation Source: James Hillier
Verification Type: Confirmed‐Seller
Improvement and Site Data

5.00 Acres(Gross):
217,800 Land‐SF(Gross):

Potential Building SF: 2,300
No. of Units (Potential): 60
Zoning Desc.: Residential
Source of Land Info.: Other
Comments
This is a pending sale of 60 stack flats/duet lots sold as finished (fully improved lots). The typical lot size is 2,300 SF.

Permits and fees are $51,000; special taxes are approximately $1,020 per lot per year.

One Lake (Neighborhood 6A)
617

Land Sale Profile Sale No. 6
Location & Property Identification
City of Alameda CFD No.
2013‐01 (Alameda Landing)
Property Name:

Sub‐Property Type: Residential
Mosley Ave. Address:

Alameda, CA 94501 City/State/Zip:

Alameda County:

Suburban Market Orientation:

IRR Event ID: 2753896
Sale Information
$22,065,000 Sale Price:
$22,065,000 Effective Sale Price:
04/01/2022 Sale Date:

Sale Status: In‐Contract
$/Unit: $208,160 /Approved Lot
$/Acre(Gross):   $5,899,733
$/Land SF(Gross):   $135.44
$/Acre(Usable): $5,899,733
$/Land SF(Usable):   $135.44
Grantor/Seller: The Successor Agency to the
former Community
Improvement Commission of
the City of Alameda
Grantee/Buyer: Pulte Home Company, LLC
Property Rights: Fee Simple
% of Interest Conveyed: 100.00
Financing: Cash to seller
Terms of Sale Comments: Third of three
takedowns
Verified By: Laura Diaz
Verification Date: 06/17/2021
Verification Type: Confirmed‐Other
Improvement and Site Data
MSA: San
Francisco‐Oakland‐Hayward,
CA
74‐1380‐ Lots 1 ‐ 18,
74‐1379‐ Lots 1 ‐ 18,
74‐1373‐10 and 74‐1373‐13
Legal/Tax/Parcel ID:

3.74/3.74 Acres(Usable/Gross):
162,914/162,914 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
Year Built:   2021 to 2023
Property Class:   A
M&S Class:   D
Construction Quality:   Good
Improvements Cond.: New
No. of Units/Unit Type:    106/Approved Lots
Topography: Level
Corner Lot: Yes
Frontage Desc.: Fifth Street
Frontage Type: 2 way, 1 lane each way
Traffic Flow: Low
Visibility Rating: Average
Density‐Unit/Gross Acre:   28.34
Density‐Unit/Usable Acre:   28.34
Zoning Code:   MX
Zoning Desc.: Mixed Use ‐ Planned
Development
Flood Plain:   Yes
Comm. Panel No.: 06001C0066H &
City of Alameda CFD No. 2013‐01 (Alameda Landing)
618

Land Sale Profile Sale No. 6
Improvement and Site Data (Cont'd)
Date: 12/21/2018
Source of Land Info.: Public Records
Comments
This transaction reflects Phase 3 of Alameda Landing, which includes 106 lots. Permits and fees are estimated at $15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for
infrastructure and in‐tracts. Remaining site development costs are estimated at $104,811 per lot. The proposed homes will include a mix of condominiums and townhomes. Eight of the homes will be below market rate. The average home size for Phase 3 is 1,406 square feet.

This is the last of three takedowns to Pulte; all three takedowns were negotiated together in 2020 and included in
one purchase agreement. The first and second takedowns
closed in August 2020 and June 2021, respectively.

This property represents a portion of the 44‐acre area
annexed into the City of Alameda Community Facilities District No. 13‐1 (Alameda Landing Public Improvements). The
property is subdivided into three phases which are proposed for a total of 357 single family residences (including 39 BMR units) across four product lines and one retail site. Phase 1 will include 156 attached and detached (small lot) single family residences and an approximately 0.16 acre retail site currently used for the sales office. Phase 2 will include 95 attached and detached homes, while Phase 3 will include 106 attached homes.

City of Alameda CFD No. 2013‐01 (Alameda Landing)
619

Land Sale Profile Sale No. 7
Location & Property Identification
Morgan Hill 7 Property Name:

Sub‐Property Type: Residential, Multifamily Land
Monterey Rd. Address:

Morgan Hill, CA 95037 City/State/Zip:

Santa Clara County:

Suburban Market Orientation:

IRR Event ID: 2703089
Sale Information
$25,100,000 Sale Price:
$25,100,000 Effective Sale Price:
06/21/2021 Sale Date:

Sale Status: Closed
$/SF GBA: $116.22
$/SF NRA: $157.14
$/Unit: $246,078 /Unit
$/Acre(Gross):   $3,751,868
$/Land SF(Gross):   $86.13
$/Acre(Usable): $3,751,868
$/Land SF(Usable):   $86.13
$246,078 /Unit $/Unit (Potential):

Grantor/Seller: Quail Capital Investments, LLC
Grantee/Buyer: TH Monterey Gateway, LLC
Assets Sold: Real estate only
Property Rights: Fee Simple
Financing: Cash to seller
Document Type: Deed
Recording No.: 25000922
Rent Subsidized: No
Verified By: Sara Gilbertson, MAI
Verification Date: 09/13/2021
Confirmation Source: Michael Summers
Verification Type: Confirmed‐Buyer
Improvement and Site Data
726‐25‐006 Legal/Tax/Parcel ID:

GBA‐SF: 215,971
NRA‐SF: 159,726

6.69/6.69 Acres(Usable/Gross):
291,416/291,416 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
No. of Units (Potential): 102
Year Built:   2021 to 2024
Property Class:   A
M&S Class:   D
Construction Quality:   Average
Improvements Cond.: New
Shape:   Irregular
Topography: Level
Corner Lot: No
Frontage Feet:   1170
Frontage Desc.: Monterey Drive
Frontage Type: 2 way, 2 lanes each way
Traffic Control at Entry: Traffic light
Traffic Flow: Moderate
Visibility Rating: Good
Density‐Unit/Gross Acre:   15.25
Density‐Unit/Usable Acre:   15.25
Bldg. to Land Ratio FAR: 0.74
Zoning Code:   MU‐F
Zoning Desc.: Mixed Use Flex
Flood Plain:   Yes
Comm. Panel No.: 06085C0443H
Morgan Hill 7
620

Land Sale Profile Sale No. 7
Improvement and Site Data (Cont'd)
Date: 05/18/2009
Source of Land Info.: Public Records
Comments
Trumark acquired the entitled land for $25,100,000 in June 2021. In addition, Trumark paid the seller $2,300,000 for fees paid and site improvements completed prior to the close of escrow. The property has an approved final map for 101
townhomes (for‐sale) and 1 commercial unit. The commercial unit may be demised into up to three suites. The project will include 15 BMR units and 4 live/work units which will offer ground floor in‐home office space. Site development costs are estimated at $107,339 per unit; permits and fees are
estimated at $42,985 per unit. There are no special taxes.

This is a proposed mixed use community by City Ventures known as Morgan Hill 7. Upon completion, the project will include 101 for‐sale townhomes and 1 commercial unit.

Fourteen of the townhomes will be below market rate and four of the homes will be live/work units. Site development is expected to commence in October 2020, weather permitting, and will take 8 months. Vertical construction is expected to be complete in 2023.

Morgan Hill 7
621

Land Sale Profile Sale No. 8
Location & Property Identification
City of Alameda CFD No.
2013‐01 (Alameda Landing)
Property Name:

Sub‐Property Type: Residential
Mosley Ave. Address:

Alameda, CA 94501 City/State/Zip:

Alameda County:

Suburban Market Orientation:

IRR Event ID: 2753852
Sale Information
$24,075,000 Sale Price:
$24,075,000 Effective Sale Price:
06/14/2021 Sale Date:

Sale Status: Closed
$/SF NRA: $2662.57
$/Unit: $253,421 /Approved Lot
$/Acre(Gross):   $4,005,824
$/Land SF(Gross):   $91.96
$/Acre(Usable): $4,005,824
$/Land SF(Usable):   $91.96
Grantor/Seller: The Successor Agency to the
former Community
Improvement Commission of
the City of Alameda
Grantee/Buyer: Pulte Home Company, LLC
Property Rights: Fee Simple
% of Interest Conveyed: 100.00
Financing: Cash to seller
Terms of Sale Comments: Second of three
takedowns
Document Type: Deed
Verified By: Laura Diaz
Verification Date: 06/17/2021
Verification Type: Confirmed‐Other
Improvement and Site Data
MSA: San
Francisco‐Oakland‐Hayward,
CA
74‐1380‐ Lots 1 ‐ 18,
74‐1379‐ Lots 1 ‐ 18,
74‐1373‐10 and 74‐1373‐13
Legal/Tax/Parcel ID:

NRA‐SF: 9,042

6.01/6.01 Acres(Usable/Gross):
261,796/261,796 Land‐SF(Usable/Gross):

Usable/Gross Ratio: 1.00
Year Built:   2021 to 2023
Property Class:   A
M&S Class:   D
Construction Quality:   Good
Improvements Cond.: New
No. of Units/Unit Type:    95/Approved Lots
Topography: Level
Corner Lot: Yes
Frontage Desc.: Fifth Street
Frontage Type: 2 way, 1 lane each way
Traffic Flow: Low
Visibility Rating: Average
Density‐Unit/Gross Acre:   15.81
Density‐Unit/Usable Acre:   15.81
Zoning Code:   MX
Zoning Desc.: Mixed Use ‐ Planned
Development
Flood Plain:   Yes
Comm. Panel No.: 06001C0066H &
City of Alameda CFD No. 2013‐01 (Alameda Landing)
622

Land Sale Profile Sale No. 8
Improvement and Site Data (Cont'd)
Date: 12/21/2018
Source of Land Info.: Public Records
Comments
This transaction reflects Phase 2 of Alameda Landing, which includes 95 lots. Permits and fees are estimated at $15,590 per unit. The master developer is responsible for the grading of the parcels, with the homebuilder responsible for
infrastructure and in‐tracts. Remaining site development costs at the time of sale are estimated at $109,895 per lot. The proposed homes will include 78 attached homes (mix of
townhomes and flats) and 17 detached homes on small lots.

Seven of the homes will be below market rate. The average home size for Phase 2 is 1,404 square feet.

This is the second of three takedowns to Pulte; all three takedowns were negotiated together and included in one
purchase agreement. The first takedown closed in August 2020 and the third takedown is scheduled for April 2022.

City of Alameda CFD No. 2013‐01 (Alameda Landing)
623
C-1
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT The following contains a summary of certain provisions of the Fiscal Agent Agreement not otherwise described in the Official Statement. Reference is made to the full text of Fiscal Agent Agreement, a copy of which is available from the City, for the complete terms thereof. Certain Definitions “Administrative Expenses” means costs directly related to the administration of the CFD including but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by a City employee or consultant or both) and the costs of collecting the Special Taxes (whether on the secured property tax roll of the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; costs of the Fiscal Agent (including its legal counsel) in the discharge of its duties under the Agreement; the costs of the City or its consultants relating to the annexation of property to the CFD; the costs of the City or its designee of complying with the disclosure provisions of the Act and the Agreement, including those related to public inquiries regarding the Special Tax and both initial and continuing disclosures; the costs of the City or its designee related to an appeal of the Special Tax; any amounts required to be rebated to the federal government; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the City for any administrative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of tax exemption of interest on the Bonds, and the costs of prosecuting foreclosure on account of delinquent Special Taxes. “Administrator” means the Finance Director or other official of the City designated to administer the Special Tax in accordance with the Rate and Method; initially, the Finance Director shall perform the duties of the Administrator under the Agreement and the Rate and Method. “Agreement” or “Fiscal Agent Agreement” means the Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. “Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year). “Auditor” means the Auditor/Controller of the County, or such other official at the County who is responsible for preparing property tax bills. “Authorized Officer” means the City Manager, the Assistant City Manager, the Finance Director or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake an action referenced in the Agreement as required to be undertaken by an Authorized Officer. “Bond Counsel” and “Bond and Disclosure Counsel” means Jones Hall, A Professional Law Corporation or any other attorney or firm of attorneys acceptable to the City and nationally 624
C-2
recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond” or “Bonds” means the 2023 Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under the Agreement or any Supplemental Agreement and all of which are secured by and are payable from proceeds of the Special Taxes of Improvement Area No. 5. “Bond Year” means the one-year period beginning on September 2nd in each year and ending on September 1 in the following year, except that the first Bond Year shall begin on the Closing Date and shall end on September 1, 2024. “Business 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. “City Attorney” means any attorney or firm of attorneys employed by the City in the capacity of City attorney. “Closing Date” means the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser. “Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, delivery and issuance of the 2023 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees and its legal fees and charges, including the allocated costs of in-house attorneys, expenses incurred by the City in connection with the issuance of the 2023 Bonds, bond (underwriter’s) discount, legal fees and charges, including those of Bond and Disclosure Counsel, financial consultant’s fees, charges for execution, authentication, transportation and safekeeping of the 2023 Bonds and any other costs, charges and fees of a like nature. “Costs of Issuance Fund” means the fund designated the “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No.5 Special Tax Bonds, Costs of Issuance Fund” established and administered under the Agreement. “Dated Date” means the dated date of the 2023 Bonds, which is the Closing Date. “Debt Service” means the scheduled amount of interest and amortization of principal payable on the 2023 Bonds under the Agreement and the scheduled amount of interest and amortization of principal payable on any Parity Bonds during the period of computation, in each case excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository for book-entry under the Agreement. “Developer” means Dublin Crossing, LLC, and its successors and assigns. 625
C-3
“Director of Public Works” means the official of the City having that title, or such official’s designee. “Fair Market Value” means with respect to Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of the investment. “Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; and (b) any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. “Finance Director” means the official of the City having that title or the official having equivalent duties, or such official’s designee, who acts in the capacity as the chief financial officer of the City. “Fiscal Agent” means U.S. Bank National Association, the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Agreement. “Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. “Improvement Area No. 5 Value” means the market value, as of the date of the appraisal described below and/or the date of the most recent County real property tax roll, as applicable, of all parcels of real property in Improvement Area No. 5 subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes then due and owing, including with respect to such nondelinquent parcels the value of the then existing improvements and any facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund (and any subaccounts therein) and with the proceeds of any proposed series of Parity Bonds, as determined with respect to any parcel or group of parcels by reference to (i) an appraisal performed within six (6) months of the date of issuance of any proposed Parity Bonds by an MAI appraiser (the “Appraiser”) selected by the City, or (ii) in the alternative, the assessed value of all such nondelinquent parcels and improvements thereon as shown on the then current County real property tax roll available to the Finance Director. It is expressly acknowledged that, in determining the Improvement Area No. 5 Value, the City may rely on an appraisal to determine 626
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the value of some or all of the parcels in Improvement Area No. 5 and/or the most recent County real property tax roll as to the value of some or all of the parcels in Improvement Area No. 5. Neither the City nor any Authorized Officer shall be liable to the Owners, the Original Purchaser or any other person or entity in respect of any appraisal provided for purposes of this definition or by reason of any exercise of discretion made by any Appraiser pursuant to this definition. “Improvement Fund” means the fund designated “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Improvement Fund,” together with the Bond Proceeds Subaccount and Special Tax Proceeds Subaccount, established under the Agreement. “Independent Financial Consultant” means any consultant or firm of such consultants appointed by the City or the Finance Director, and who, or each of whom: (i) is judged by the Finance Director to have experience in matters relating to the issuance and/or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. “Information Services” means (i) the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website and (ii) in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent. “Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City. “Ordinance” means any ordinance of the City Council of the City levying the Special Taxes, including but not limited to Ordinance 3-15 adopted by the Council on June 16, 2015. “Original Purchaser” means the first purchaser of the 2023 Bonds from the City. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of the Agreement) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of the Agreement; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond. “Parity Bonds” means bonds issued by the City for the CFD in addition to the 2023 Bonds and payable on a parity with any then Outstanding Bonds pursuant to the Agreement. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State and the City’s investment policies for the moneys 627
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proposed to be invested therein (the Fiscal Agent is entitled to conclusively rely on written investment direction of the City as a determination by the City that such investment is a legal investment), but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities; (b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Administration; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of the Government National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgage-backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal); (iv) senior debt obligations of the Student Loan Marketing Association; (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation; and (vi) consolidated system-wide bonds) and notes of the Farm Credit System; (d) money market funds (including funds of the Fiscal Agent or its affiliates) registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G”, “AAAm”, or “AAm,” or, if rated by Moody’s, rated “Aaa-mf”, “Aa-mf’ or “A-mf”; (e) certificates of deposit secured at all times by collateral described in (a) or (b) above, which have a maturity of one year or less, which are issued by commercial banks, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Fiscal Agent must have a perfected first security interest in such collateral; (f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Fiscal Agent and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation; (g) investment agreements, including guaranteed investment contracts, forward purchase agreements and Reserve Account put agreements, which are general obligations of an entity whose long term debt obligations, or claims paying ability, respectively, is rated in one of the two highest rating categories by Moody’s or S&P; (h) commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and “A 1” or better by S&P; 628
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(i) bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies; (j) deposit accounts, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s and “A-1” or “A” or better by S&P; (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Fiscal Agent and the transfer of cash from the Fiscal Agent to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Fiscal Agent in exchange for the securities at a specified date, which satisfy the following criteria: (i) repurchase agreements must be between the Fiscal Agent and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated “A” or better by Moody’s and S&P, or (B) a bank rated “A” or better by Moody’s and S&P; (ii) the written repurchase agreement contract must include the following: (A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Fiscal Agent or a third party acting as agent for the Fiscal Agent simultaneous with payment (perfection by possession of certificated securities); (D) the Fiscal Agent must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third-party liens and, in the case of a broker which falls. under the jurisdiction of the Securities Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two-day restoration period, will require the Fiscal Agent to liquidate the collateral; (G) the securities must be valued weekly, marked-to-market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, in which case the collateral must be equal to 105% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest). If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Fiscal Agent, then additional cash and/or acceptable securities must be transferred; and (iii) a legal opinion must be delivered to the Fiscal Agent to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds; (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 629
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the address set forth in the Agreement, or such other office designated by the Fiscal Agent from time to time; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at any particular time, its corporate trust agency business shall be conducted, initially in San Francisco, California. “Proceeds” when used with reference to the Bonds, means the face amount of the Bonds, plus any accrued interest and original issue premium, less any original issue and/or underwriter’s discount. “Project” means those items described as the “Authorized CFD Public Improvements” in the Resolution of Intention. “Rating Agency” means any nationally recognized rating agency. “Refunding Bonds” means bonds issued by the City for the CFD, the net proceeds of which are used to refund all or a portion of the then-Outstanding Bonds; provided that (i) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds is less than the total interest cost to maturity on the Bonds to be refunded plus the principal amount of the Bonds to be refunded and (ii) the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded. “Resolution of Formation” means Resolution No. 96-15 adopted by the Council on June 2, 2015, forming the CFD. “Resolution of Intention” means Resolution No. 56-15 adopted by the Council on April 21, 2015. “Securities Depositories” means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent. “Special Tax Prepayments” means the proceeds of any Special Tax prepayments received by the City with respect to Improvement Area No. 5, as calculated pursuant to the Rate and Method, less any administrative fees or penalties collected as part of any such prepayment. “Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City Council under the Act and which agreement is amendatory of or supplemental to the Agreement, but only if and to the extent that such agreement is specifically authorized under the Agreement. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. “2023 Bonds” or “Bonds” means the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023. 630
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“Verification Agent” means an individual or firm of individuals appointed by the City or the Finance Director to advise the City with respect to the sufficiency of cash and/or Federal Securities, as provided in the sections of the Agreement relating to the discharge of the Agreement, and who, or each of whom, (i) is judged by the Finance Director to have experience in matters relating to such determinations; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. Bond Fund Creation of Bond Fund, and Accounts Therein. The Bond Fund is established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by the Agreement. Moneys in the Bond Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below. Within the Bond Fund there is hereby established a separate account designated as the “Capitalized Interest Account” to be held by the Fiscal Agent for the benefit of the City and the Owners of the 2023 Bonds into which shall be deposited the amount specified in the Agreement. Amounts on deposit in the Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2023 Bonds first becoming due. When the amount in the Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed. There is also created in the Bond Fund a separate account to be held by the Fiscal Agent, designated as the “Special Tax Prepayments Account,” to the credit of which deposits shall be made as provided in the Agreement. Disbursements. At least ten Business Days before each Interest Payment Date, the Fiscal Agent shall notify the Finance Director in writing as to the principal and premium, if any, and interest due on the 2023 Bonds on the next Interest Payment Date (including principal and premium, if any, due as a result of (i) scheduled maturity of 2023 Bonds, (ii) optional redemption of 2023 Bonds, (iii) scheduled mandatory partial redemption of 2023 Bonds, or (iv) redemption of 2023 Bonds from proceeds of Special Tax Prepayments. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the 2023 Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds. At least three Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the balance then on deposit in the Bond Fund is sufficient to pay the debt service due on the 2023 Bonds on the next Interest Payment Date. In the event that the balance in the Bond Fund is insufficient for such purpose, the Fiscal Agent promptly shall notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency. In the event that the balance in the Bond Fund is insufficient for the purpose set forth in the preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent shall withdraw from the Reserve Fund, in accordance with the provisions regarding the same, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund. 631
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If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for above, the Fiscal Agent shall apply the available funds first to the payment of interest on the 2023 Bonds, then to the payment of principal due on the 2023 Bonds other than by reason of mandatory partial redemptions, if any, and then to payment of principal due on the 2023 Bonds by reason of mandatory partial redemptions. Each such payment shall be made ratably to the Owners of the 2023 Bonds based on the then Outstanding principal amount of the 2023 Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding 2023 Bonds. Any mandatory partial redemption payment not made as scheduled shall be added to the mandatory partial redemption amount to be made on the next mandatory partial redemption date. Deficiencies. If at any time it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay Debt Service on the 2023 Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Rate and Method) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies. Excess. Any excess moneys remaining in the Bond Fund (not including moneys in the Capitalized Interest Account) following the payment of Debt Service on the 2023 Bonds on any September 1, shall be transferred to the Special Tax Fund. Reserve Fund The Reserve Fund is established as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by the Fiscal Agent Agreement, which deposit, as of the Closing Date, is equal to the initial Reserve Requirement with respect to the 2023 Bonds, and deposits shall be made as provided in the Fiscal Agent Agreement. For each respective Series of Parity Bonds covered by the Reserve Fund, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for each such Series. Moneys in each subaccount of the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds covered by the Reserve Fund, as a reserve for the payment of the principal of, and interest and any premium on, such Bonds and shall be subject to a lien in favor of the Owners of such Bonds. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of the insufficiency at any time of the balance in the Bond Fund to pay the amount then required for payment of the principal of, and interest and any premium on, the Bonds covered by the Reserve Fund or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds covered by the Reserve Fund from the Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director, specifying the amount withdrawn. Whenever, on or before any Interest Payment Date, or on any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall transfer an amount equal to the excess from the Reserve Fund (i) to the Special Tax Proceeds Subaccount of the 632
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Improvement Fund until the Improvement Fund is closed pursuant to the Fiscal Agent Agreement and (ii) thereafter to the Bond Fund, to be used to pay interest on the Bonds covered by the Reserve Fund on the next Interest Payment Date. Notwithstanding the provisions of the preceding paragraph, no amounts shall be transferred from the Reserve Fund until after: (i) the calculation of any amounts due to the federal government and withdrawal or set aside of any such amount for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent. Amounts in the Reserve Fund shall be withdrawn for purposes of making payment to the federal government to comply with the Fiscal Agent Agreement, upon receipt by the Fiscal Agent of an Officer’s Certificate specifying the amount to be withdrawn and to the effect that such amount is needed for rebate purposes; provided, however, that no amounts in the Reserve Fund shall be used for rebate unless the amount in the Reserve Fund following such withdrawal equals the Reserve Requirement. Whenever the balance in the Reserve Fund, together with the balance in the Bond Fund, exceeds the amount required to redeem or pay the Outstanding Bonds covered by the Reserve Fund, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon the written request of the Finance Director, transfer any cash or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on the redemption date to the payment and redemption, of all of the Outstanding Bonds covered by the Reserve Fund. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the Reserve Fund, the balance in the Reserve Fund shall be transferred to the Finance Director to be used by the City for any lawful purpose. Whenever Special Taxes are prepaid and Bonds covered by the Reserve Fund are to be redeemed with the proceeds of such prepayment, a proportionate amount in the Reserve Fund (determined on the basis of the principal of Bonds covered by the Reserve Fund to be redeemed and the then-Outstanding principal of the Bonds, but in any event not in excess of the amount that will leave the balance in the Reserve Fund following the proposed redemption equal to the Reserve Requirement) shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds covered by the Reserve Fund. The Finance Director shall deliver to the Fiscal Agent an Officer’s Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer’s Certificate. Certain Covenants of the City Collection of Special Tax Revenues. The City shall comply with all requirements of the Rate and Method and the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each May 1, the Fiscal Agent shall provide the Administrator with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and, if the amount in the Reserve Fund is less than the Reserve Requirement, informing 633
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the Administrator that replenishment of the Reserve Fund is necessary. The receipt of or failure to receive such notice by the Administrator shall in no way affect the obligations of the Administrator under the following two paragraphs and the Fiscal Agent shall not be liable for failure to provide such notices to the Administrator. The Administrator shall effect the levy of the Special Taxes in accordance with the Rate and Method (including, during the Remainder Taxes Period, levying the Special Taxes at the Maximum Special Tax rate on Developed Property before considering any Capitalized Interest) each Fiscal Year that the 2023 Bonds are outstanding, or otherwise such that the computation of the levy is complete and transmitted to the Auditor before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 5 for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Administrator shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The Finance Director shall fix and levy the Special Taxes within Improvement Area No. 5 in accordance with the Rate and Method so as to assure the timely payment of principal of and interest on any outstanding 2023 Bonds becoming due and payable during the ensuing calendar year, including any necessary replenishment or expenditure of the Reserve Fund for the 2023 Bonds and an amount estimated to be sufficient to pay the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year, and to pay Project costs to be paid from Special Taxes during the ensuing calendar year; provided that the Special Taxes so levied shall not exceed the authorized amounts as provided by the Rate and Method. Except as set forth in the Ordinance, Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The fees and expenses of the Administrator and the costs and expenses of the Finance Director (including a charge for City staff time) in conducting its duties under the Agreement shall be an Administrative Expense. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing. Private Activity Bond Limitations. The City shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 634
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2023 Bonds. The Finance Director shall take note of any investment of monies under the Agreement in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this provision, such as increasing the portion of the Special Tax levy for Administrative Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this provision. If necessary to satisfy its obligations, the City may use: (A) amounts in the Reserve Fund if the amount on deposit in the Reserve Fund, following the proposed transfer, is at least equal to the Reserve Requirement; (B) amounts on deposit in the Administrative Expense Fund; and (C) any other funds available to the City, in its sole discretion, to be repaid to the City as soon as practicable from amounts described in the preceding clauses (A) and (B). No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be “arbitrage bonds” within the meaning of section 148 of the Tax Code. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the 2023 Bonds. Amendment of Rate and Method The City shall not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the 2023 Bonds. If an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds, the City shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds. Deposit and Investment of Moneys in Funds. General. Moneys in any fund or account created or established by the Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, which in any event by their terms mature prior to the date on which such moneys are required to be paid out under the Agreement, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent hold such funds uninvested. The Finance Director shall make note of any investment of funds under the Agreement in excess of the yield on the 2023 Bonds so that appropriate actions can be taken to assure compliance with the rebate provisions of the Agreement. Moneys in Funds. Moneys in any fund or account created or established by the Agreement and held by the Finance Director shall be invested by the Finance Director in any Permitted Investment or in any other lawful investment for City funds, which in any event by its terms matures prior to the date on which such moneys are required to be paid out under the Agreement. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of the Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. 635
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Whenever in the Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. Actions of Officials. The Fiscal Agent and its affiliates or the Finance Director may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any liability for losses arising from any investments made pursuant to the Agreement. The Fiscal Agent shall not be required to determine the legality of any investments. Valuation of Investments. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to the Agreement, or otherwise containing gross proceeds of the 2023 Bonds (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by the Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Tax Code and (unless valuation is undertaken at least annually) investments of funds in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Tax Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Tax Code or for any determination of Fair Market Value or present value and may conclusively rely upon an Officer’s Certificate as to such valuations. Commingled Money. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director under the Agreement, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in the Agreement. Confirmations Waiver. The Fiscal Agent will furnish the City periodic cash transaction statements which include will detail for all investment transactions made by the Fiscal Agent under the Agreement. Upon the City’s election, such statements will be delivered via the Fiscal Agent’s online service and upon electing such service, paper statements will be provided only upon request. Sale of Investments. The Fiscal Agent or the Finance Director, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. Liability of City General. The City shall not incur any responsibility in respect of the Bonds or the Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties under the Agreement, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent or of any of the documents executed by 636
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the Fiscal Agent in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder. Reliance. In the absence of bad faith, the City, including the Finance Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City by the Fiscal Agent or an Independent Financial Consultant and conforming to the requirements of the Agreement. The City, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under the Agreement in good faith and in accordance therewith. No General Liability. No provision of the Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations under the Agreement, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Owner of Bonds. The City shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Employment of Agents by City In order to perform its duties and obligations under the Agreement, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith under the Agreement, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. Amendments Permitted With Consent. The Agreement and the rights and obligations of the City and of the Owners of the 2023 Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of 2023 Bonds disqualified as provided in the Agreement. No such modification or amendment shall (i) extend the maturity of any 2023 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any 2023 Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the 2023 Bonds (except as otherwise permitted by the Act, the laws of the State of California or the Agreement), or reduce the percentage of 2023 Bonds required for the amendment hereof. 637
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Without Consent. The Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the City, other covenants and agreements to be observed, or (b) to limit or surrender any right or power herein reserved to or conferred upon the City; (ii) to make modifications not adversely affecting any Outstanding 2023 Bonds in any material respect, including, but not limited to, amending the Rate and Method, so long as the amendment does not result in debt service coverage less than that set forth in the Parity Bonds provisions of the Agreement; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Agreement, or in regard to questions arising under the Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with the Agreement, and not adversely affecting the rights of the Owners of the 2023 Bonds in any material respect; (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exclusion from gross income for federal income tax purposes of interest on the 2023 Bonds; (v) in connection with the issuance of any Parity Bonds under and pursuant to the Agreement. Fiscal Agent’s Consent. Any amendment of the Agreement may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall, if it should so request, be furnished an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of the Agreement and the Fiscal Agent may conclusively rely on such opinion and shall be absolutely protected in so relying. Owners’ Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the 2023 Bonds or of the Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by the Agreement, to take effect when and as provided in the Agreement. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the City), to each Owner of 2023 Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in the Agreement. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the 2023 Bonds then Outstanding (exclusive of Bonds disqualified as provided in the Agreement) and a notice shall have been mailed as hereinafter provided. Each such 638
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consent shall be effective only if accompanied by proof of ownership of the 2023 Bonds for which such consent is given, which proof shall be such as is permitted by the Agreement. Any such consent shall be binding upon the Owner of the 2023 Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter provided for has been mailed. After the Owners of the required percentage of 2023 Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of 2023 Bonds and will be effective as provided (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this provision to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided) upon the City and the Owners of all 2023 Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Discharge of Agreement. The City may pay and discharge the entire indebtedness on all or any portion of 2023 Bonds Outstanding in any one or more of the following ways: (A) by paying or causing to be paid the principal of, and interest and any premium on, all 2023 Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, irrevocably, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in the Bond Fund and the Reserve Fund hereof, is fully sufficient to pay all 2023 Bonds Outstanding, including all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, irrevocably, cash and/or Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in the Bond Fund and the Reserve Fund (to the extent invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all 2023 Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates. If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such 2023 Bonds are to be redeemed prior to the maturity thereof and notice of such redemption shall have been given as in the Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding 639
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that any such 2023 Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in the Agreement and all other obligations of the City under the Agreement with respect to such 2023 Bonds shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the following obligations and pledges of the City shall continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the 2023 Bonds not so surrendered and paid all sums due thereon, (ii) the obligation of the City to pay amounts owing to the Fiscal Agent pursuant to the Agreement, and (iii) the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes. Upon compliance by the City with the foregoing with respect to all 2023 Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City and any Special Taxes thereafter received by the City shall not be remitted to the Fiscal Agent but shall be retained by the City to be used for any purpose permitted under the Act. 640

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APPENDIX D THE CITY OF DUBLIN AND ALAMEDA COUNTY General The City. Incorporated in 1982, the City of Dublin (the “City”) is a suburban city of the San Francisco East Bay and Tri-Valley regions of Alameda County (the “County”). It is located approximately 35 miles east of downtown San Francisco, 23 miles east of downtown Oakland, and 31 miles north of downtown San Jose. The City operates under the Council-Manager form of government. Policy making and legislative authority are vested in the City Council, which consists of an elected Mayor, who serves a two-year term, and four Council members each elected to a four-year term. The County. The County is located on the east side of the San Francisco Bay, south of the City of Oakland and approximately ten miles west of the City of San Francisco. Access to San Francisco is provided by the San Francisco Bay Bridge, AC Transit and Bay Area Rapid Transit (BART). The northern part of Alameda County has direct access to San Francisco Bay and the City of San Francisco. It is highly diversified with residential areas, as well as traditional heavy industry, the University of California at Berkeley, the Port of Oakland, and sophisticated manufacturing, computer services and biotechnology firms. The middle of the County is also highly developed including older established residential and industrial areas. The southeastern corner of the County has seen strong growth in residential development and manufacturing. Many high-tech firms have moved from neighboring Silicon Valley in Santa Clara County to this area. The southwestern corner of the County has seen the most development in recent years due to land availability. Agriculture and the rural characteristics of this area are disappearing as the region maintains its position as the fastest growing residential, commercial and industrial part of the County. Population The following table lists population estimates for the City, the County and the State of California for the last five calendar years, as of January 1. CITY OF DUBLIN, ALAMEDA COUNTY AND STATE OF CALIFORNIA Population Estimates Calendar Years 2019 through 2023 as of January 1 Year City of Dublin Alameda County State of California 2019 63,890 1,659,608 39,605,361 2020 65,161 1,663,114 39,648,938 2021 73,009 1,663,371 39,286,510 2022 72,374 1,644,248 39,078,674 2023 71,750 1,636,194 38,940,231 Source: State Department of Finance estimates (as of January 1). 641

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Employment and Industry The District is included in the Oakland-Hayward-Berkeley Metropolitan Division (“MD”). The unemployment rate in the Oakland-Hayward-Berkeley MD was 4.1 percent in July 2023, down from a revised 4.2 percent in June 2023, and above the year-ago estimate of 3.3 percent. This compares with an unadjusted unemployment rate of 4.8 percent for California and 3.8 percent for the nation during the same period. The unemployment rate was 4.1 percent in Alameda County, and 4.1 percent in Contra Costa County. The table below list employment by industry group for Alameda and Contra Costa Counties for the years 2018 to 2022. OAKLAND-HAYWARD-BERKELY MD (Alameda and Contra Costa Counties) Annual Averages Civilian Labor Force, Employment and Unemployment, Employment by Industry (March 2022 Benchmark) 2018 2019 2020 2021 2022 Civilian Labor Force (1) 1,401,900 1,404,000 1,367,100 1,357,000 1,377,100 Employment 1,358,100 1,361,500 1,244,600 1,272,800 1,330,500 Unemployment 43,800 42,500 122,500 84,200 46,600 Unemployment Rate 3.1% 3.0% 9.0% 6.2% 3.4% Wage and Salary Employment: (2) Agriculture 1,300 1,400 1,500 1,700 1,900 Mining and Logging 200 200 200 200 200 Construction 74,900 75,600 71,100 74,300 75,200 Manufacturing 100,600 101,000 98,700 105,800 111,900 Wholesale Trade 47,500 45,400 42,100 41,100 41,500 Retail Trade 114,700 112,000 101,500 105,300 106,200 Transportation, Warehousing, Utilities 42,300 43,700 45,200 49,500 55,100 Information 27,600 27,600 25,600 24,700 24,900 Finance and Insurance 37,500 37,200 35,900 34,800 33,300 Real Estate and Rental and Leasing 17,800 18,100 16,800 17,200 18,700 Professional and Business Services 189,500 193,200 184,900 190,700 196,200 Educational and Health Services 194,300 198,400 191,300 198,500 207,000 Leisure and Hospitality 117,700 121,000 84,700 92,500 108,400 Other Services 41,000 41,200 33,100 35,600 39,300 Federal Government 13,400 13,400 14,200 13,400 13,100 State Government 39,400 39,600 38,200 35,900 32,700 Local Government 121,800 121,800 113,500 111,800 115,400 Total, All Industries (3) 1,181,600 1,190,700 1,098,500 1,133,000 1,180,900 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of California Employment Development Department. 642

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Principal Employers The following table shows the principal employers in the City, as shown in the City’s Comprehensive Annual Financial Report for the fiscal year ending June 30, 2022. CITY OF DUBLIN Principal Employers As of June 2022 Employer Number of Employees Rank U.S. Government & Federal Correction Institute County of Alameda Ross Stores Headquarters Dublin Unified School District Zeiss Meditec Kaiser Permanente Patelco Credit Union TriNet Target Stores City of Dublin Source: City of Dublin, California. Comprehensive Annual Financial Report for fiscal year ended June 30, 2022. [Remainder of page intentionally left blank] 643

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Major Employers The table below lists the major employers in the County, listed alphabetically. ALAMEDA COUNTY Major Employers Employer Name Location Industry Alameda County Law Enforcement Oakland Government Offices-County Alameda County Sheriff's Dept San Leandro Government Offices-County Alameda County Sheriff's Ofc Oakland Sheriff Alta Bates Summit Med Ctr Alta Berkeley Hospitals Alta Bates Summit Med Ctr Lab Oakland Laboratories-Medical BART PD Oakland Transit Lines California State Univ East Bay Hayward Schools-Universities & Colleges Academic Cooper Vision Inc Pleasanton Optical Goods-Wholesale Dell EMC Pleasanton Computer Storage Devices (mfrs) East Bay Mud Oakland Water & Sewage Companies-Utility Ebmud Oakland Utilities Grifols Diagnostic Solutions Emeryville Pharmaceutical Research Laboratories Kaiser Permanente Oakland Med Oakland Hospitals Lawerence Berkeley Lab Berkeley Laboratories-Research & Development Lawrence Livermore Natl Lab Livermore University-College Dept/Facility/Office Peoplesoft Inc Pleasanton Computer Software-Manufacturers Sanfrancisco Bayarea Rapid Oakland Transit Lines Transportation Dept-California Oakland Government Offices-State UCSF Benioff Children's Hosp Oakland Hospitals University of CA Berkeley Berkeley Schools-Universities & Colleges Academic University of CA-BERKELEY Berkeley University-College Dept/Facility/Office University-Ca-Berkeley Dept Berkeley University-College Dept/Facility/Office Valley Care Health System Livermore Health Services Washington Hospital Healthcare Fremont Health Care Management Western Digital Corp Fremont Computer Storage Devices (mfrs) Source: State of California Employment Development Department, extracted from the America’s Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition. [Remainder of page intentionally left blank] 644

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Construction Activity Provided below are the building permits and valuations for the City and the County for calendar years 2018 through 2022. CITY OF DUBLIN Total Building Permit Valuations (Valuations in Thousands) 2018 2019 2020 2021 2022 Permit Valuation New Single-family $241,339.1 $68,810.7 $73,627.0 $65,538.8 $53,661.0 New Multi-family 53,361.1 23,753.9 105,932.7 170,143.7 18,534.9 Res. Alterations/Additions 6,938.7 16,759.2 7,506.7 7,570.5 14,797.7 Total Residential 301,638.9 109,323.8 187,066.4 243,253.0 86,993.6 New Commercial 4,009.8 81,009.4 142,998.0 12,481.5 4,469.0 New Industrial 0.0 0.0 0.0 0.0 0.0 New Other 15,680.6 4,763.2 1,229.3 35,459.2 2,718.4 Com. Alterations/Additions 24,885.4 33,640.2 14,519.2 17,451.3 13,510.7 Total Nonresidential 44,575.8 119,412.8 158,746.5 65,392.0 20,698.1 New Dwelling Units Single Family 608 151 153 133 128 Multiple Family 159 58 346 640 41 TOTAL 767 209 499 773 169 Source: Construction Industry Research Board, Building Permit Summary. ALAMEDA COUNTY Total Building Permit Valuations (Valuations in Thousands) 2018 2019 2020 2021 2022 Permit Valuation New Single-family $689,530.0 $675,129.8 $394,500.3 $407,585.0 $339,046.4 New Multi-family 1,431,985.0 782,536.4 722,038.0 829,822.2 795,917.3 Res. Alterations/Additions 469,158.5 512,409.9 293,866.8 222,971.3 323,712.1 Total Residential 2,590,673.5 1,970,076.1 1,410,405.1 1,460,378.5 1,458,675.8 New Commercial 551,547.4 718,569.0 238,516.5 312,914.6 268,498.1 New Industrial 302,121.2 5,638.5 0.0 600.0 33,740.8 New Other 89,686.1 78,049.8 131,447.0 110,817.0 120,294.6 Com. Alterations/Additions 819,040.7 992,668.1 628,230.5 892,656.8 993,782.1 Total Nonresidential 1,762,395.4 1,794,925.4 998,194.0 1,316,988.4 1,416,315.6 New Dwelling Units Single Family 1,867 1,871 1,152 1,589 1,175 Multiple Family 6,540 4,145 2,610 4,494 3,366 TOTAL 8,407 6,016 3,762 6,083 4,541 Source: Construction Industry Research Board, Building Permit Summary. 645

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Effective Buying Income “Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The following table summarizes the median household effective buying income for the City, the County, the State and the United States for the period 2019 through 2023. CITY OF DUBLIN AND ALAMEDA COUNTY Effective Buying Income Median Household As of January 1, 2019 Through 2023 Year Area Total Effective Buying Income (000’s Omitted) Median Household Effective Buying Income 2019 City of Dublin $3,024,338 $111,857 Alameda County 67,609,653 79,446 California 1,183,264,399 62,637 United States 9,017,967,563 52,841 2020 City of Dublin $3,528,085 $121,648 Alameda County 72,243,436 84,435 California 1,243,564,816 65,870 United States 9,487,165,436 55,303 2021 City of Dublin $3,821,704 $126,662 Alameda County 77,794,202 88,389 California 1,290,894,604 67,956 United States 9,809,944,764 56,790 2022 City of Dublin $4,059,625 $139,121 Alameda County 85,225,529 99,940 California 1,452,426,153 77,058 United States 11,208,582,541 64,448 2023 City of Dublin $4,368,839 $135,205 Alameda County 80,766,211 98,721 California 1,461,799,662 77,175 United States 11,454,846,397 65,326 _________________ Source: Claritas, LLC . 646

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Taxable Transactions Summaries of historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Total taxable sales during the first quarter of the 2023 calendar year in the City were reported to be $515,381,457, a 3.88% increase in total taxable sales of $496,125,279 reported during the first quarter of calendar year 2022. CITY OF DUBLIN Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number of Permits Taxable Transactions Number of Permits Taxable Transactions 2018 843 $1,603,404 1,387 $1,983,177 2019 825 1,560,838 1,383 1,971,228 2020 848 1,253,711 1,455 1,615,174 2021 824 1,457,526 1,407 2,049,805 2022 847 1,493,127 1,436 2,223,202 Source: State Department of Tax and Fee Administration. Total taxable transactions during the first quarter of calendar year 2023 in the County were reported to be $10,047,432,150, a 4.17% decrease in total taxable transactions of $10,485,185,330 reported during the first quarter of calendar year 2022. ALAMEDA COUNTY Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Valuations in Thousands) Retail Stores Total All Outlets Number of Permits Taxable Transactions Number of Permits Taxable Transactions 2018 27,816 $22,857,349 47,402 $35,073,302 2019 28,375 21,882,886 49,197 35,040,749 2020 28,831 19,626,570 50,461 31,781,794 2021 26,964 22,613,147 47,565 37,893,682 2022 27,010 23,795,623 48,059 44,051,761 Source: State Department of Tax and Fee Administration. 647

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APPENDIX E PRICING REPORT
648

MARKET PRICING AND

ABSORPTION ANALYSIS

P R O P O S E D C F D F O R B O U L E VA R D ( D U B L I N C R O S S I N G ) P H A S E 5

D U B L I N , C A L I F O R N I A
Prepared for City of Dublin
October 6, 2023
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R1-11558.09 | October 6, 2023 | 2City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Since 1967, RCLCO has been the “first call” for real estate developers, investors, the public sector, and non-real estate companies and organizations seeking strategic and tactical advice regarding property investment, planning, and development.

RCLCO leverages quantitative analytics and a strategic planning framework to provide end-to-end business planning and implementation solutions at an entity, portfolio, or project level. With the insights and experience gained over 50 years and thousands of projects–touching over $5B of real estate activity each year–RCLCO brings success to all product types across the United States and around the world.

Learn more about RCLCO at www.RCLCO.com.

ABOUT RCLCO

REPORT AUTHORS
Project Directors:

Derek Wyatt, Principal
► P: (310) 203-3035 | E: [email protected]
Project Manager:

Jordan LaMarche, Vice President
► P: (310) 752-9032 | E: [email protected]
Additional Authors:

Baiwei Zhang, Associate
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R1-11558.09 | October 6, 2023 | 3City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

CONTENTS
Background & Objectives 4
► Background 5
► Objectives 6
Executive Summary 7
Local Area Analysis 10
► Site Assessment 11
► RCLCO Macroeconomic POV 12
► Socioeconomic Context 14
Residential Market Analysis 15
► Housing Market Trends 16
► Competitive Environment 18
► Recommended Pricing & Positioning 19
► Demand & Absorption Potential 20
Disclaimers 22
Appendix: Supporting Exhibits 25
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BACKGROUND & OBJECTIVES
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BACKGROUND
IMAGE SOURCE: Brookfield Residential
The City of Dublin retained RCLCO (“Robert Charles Lesser & Co., LLC”) to provide a third-party pricing and absorption evaluation of Phase 5 of the residential development program encompassed within the Boulevard (Dublin Crossing) master- planned community.
► Boulevard (Dublin Crossing), branded as Boulevard, is a transit-oriented, master- planned community within walking distance of the Dublin/Pleasanton BART station (DeMarcus Boulevard/Interstate 580). Built and planned land uses include single-family and multifamily residential units, community and neighborhood parks, an elementary school, a trail system that connects to the Iron Horse Trail, and a 30 net-acre community park.
► Phase 1 of Boulevard (Dublin Crossing) consisted of 453 total homes. RCLCO completed a market analysis underpinning the CFD issuance for Phase 1 of Boulevard (Dublin Crossing) in April 2017. All neighborhoods from Phase 1 have fully sold out.
► Phase 2 of Boulevard (Dublin Crossing) comprised an additional 508 units and has 30 units remaining to be sold as of July 2022. RCLCO completed a market analysis underpinning the CFD issuance for Phase 2 of Boulevard (Dublin Crossing) in October 2018.
► Phase 3 of Boulevard (Dublin Crossing) was originally planned to add 287 units to the site. As of July 2022, 162 units remain to be sold in Abbey and Gramercy that are scheduled to start sales in late 2022 to early 2023. RCLCO completed a market analysis underpinning the CFD issuance for phase 3 of Boulevard (Dublin Crossing) in May 2021.
► Phase 4 of Boulevard (Dublin Crossing) would add another 266 units. RCLCO completed a market analysis underpinning the CFD issuance for phase 4 of Boulevard (Dublin Crossing) in September 2022.
► Leveraging the prior market analysis completed for Phases 1, 2, 3, and 4, the City of Dublin engaged RCLCO to complete the market pricing and absorption analysis supporting the CFD issuance for Phase 5 of Dublin Crossing. » Phase 5 comprises three neighborhoods and a total of 244 units, including 62 single-family detached units and 182 single-family attached units.

Boulevard (Dublin Crossing) Site Plan
Dublin, California
653
R1-11558.09 | October 6, 2023 | 6City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

OBJECTIVES

OBJECTIVES
At issue is the preparation of the market pricing and absorption analysis for the residential development in Phase 5 of the Boulevard (Dublin Crossing) master- planned community to underpin the issuance of the proposed CFD bonds. Bond proceeds will enable the construction of various public improvements relating to the fourth phase of the Boulevard (Dublin Crossing) project. The market analysis will be included in the bond offering statement and provide input to the work undertaken by the appraiser and financial consultant. Specific analytical objectives which we addressed in conducting the market analysis included:
► Market – Potential market demand for new for-sale homes at Boulevard (Dublin Crossing) derived from the synthesis of demand/market demographics and historical sales trends.
► Financial – Projection of achievable pricing and absorption for the proposed units.

METHODOLOGY
Major analytical tasks leading to the fulfillment of the above objectives consisted of the following:
► Evaluated the location merits of the Boulevard (Dublin Crossing) master-planned community, focusing on the subject’s location, access and visibility, quality of surrounding development, execution, and proximity to key amenities/places. ► Described short-term economic development trends for the Oakland-Fremont- Hayward Metropolitan Division (“Oakland MD”) as a whole, i.e., regional economic and job growth outlook underpinning the economic development context and setting for the proposed new homes in Dublin. ► Examined and evaluated the competitive environment, examining actively-selling single-family detached and attached communities in Dublin (including neighborhoods within the subject community) and the surrounding area that could inform potential residential pricing at Phase 5 of Boulevard (Dublin Crossing). Planned and proposed developments in the area were also examined. ► Analyzed market demand/depth for new for-sale homes at the subject location, utilizing the demographic makeup (age, income, tenure, and turnover) of the Oakland MD as the basis for local demand given the wide geographic draw for new ownership housing in Dublin.
► Translated the market research findings into development conclusions addressing market depth available for capture by prospective residential development at Boulevard (Dublin Crossing) and achievable pricing (constant 2023 dollars) informed by the preceding demand analysis, the local market comparables, and the assumption that the total property tax rate for Dublin Crossing’s homes would be 1.75%-1.80% (the proposed tax rate for the proposed Community Facilities District would be approximately 0.5%, in line with Phases 1, 2, 3, and 4).
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EXECUTIVE SUMMARY
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R1-11558.09 | October 6, 2023 | 8City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

EXECUTIVE SUMMARY
SOURCE: RCLCO
Our overriding conclusion is that there should continue to be strong market depth for new homes in the City of Dublin, supporting the viability of the development of the fifth phase of Boulevard (Dublin Crossing), due in large part to the following:
► The high performance of local schools is a major draw to households with school- age children from all over the Oakland MD, as well as from the greater San Francisco Bay Area.
► The location in the heart of the growing and affluent community of Dublin, which provides convenient access to the Dublin-Pleasanton BART station as well as retail services.
► The success of Phases 1, 2, 3, and 4 to date, particularly the quality and execution of the homes and community overall, strong price points, and healthy absorption rates.

The outlook for Dublin is positive and Boulevard (Dublin Crossing) should continue to perform in-line with top of the market residential offerings in the area, as one of the few large master-planned communities in the area with proximity to transit. Phase 5 will likely continue to build on the success of all prior phases as additional amenities such as the community pool, park, and school will be delivered and stabilized.

ACHIEVABLE PRICING & POSITIONING
In Phase 5, RCLCO projects base prices to average $1,279,000 for attached product (182 units averaging 2,162 square feet) and $1,683,000 for detached single-family homes (62 units averaging 2,614 square feet). Given these price points, the project would achieve base pricing of $607 per square foot ($1,381,656 for an average-sized, 2,277 square foot unit). The recommended pricing incorporates the impacts of the CFD, which would increase the total property tax rate in Dublin Crossing to 1.8%.

Additional options, upgrades and lot premiums could increase the all-in home price by up to $87,000. This pricing incorporates the pricing achieved for the 16 sales or contracts to date in Phase 5, but suggests that future sales can achieve higher price points than prior sales, particularly given the strong pace of sales and lack of competitive inventory.

At these price points, the community would be positioned in line with the top-of- market, actively-selling communities in Dublin. Residential neighborhoods planned for Phase 5 of Boulevard (Dublin Crossing) are assumed to be comparable, if not superior, to the existing neighborhoods in Phase 3 and Phase 4, and will build on the critical mass and amenities that have been delivered and are planned. Boulevard (Dublin Crossing) benefit from an extensive amenity package including various trails and walking paths, a 30 net-acre Community Park, five net-acres of Neighborhood Parks, a school site, and up to 200,000 square feet of commercial uses.

The community should maintain its positioning as one of the premier master-planned communities in Alameda County near the top of the local housing market and as a value alternative for those moving from the East Bay and other areas in the broader San Francisco Bay Area that seek high-quality, new housing at relatively affordable prices.

Recommended Pricing of Planned Program
Boulevard (Dublin Crossing) Phase 5
* Sold or Under Contract as of 9/8/2023.

MARKET-RATE

BASE PRICE RANGE
(2023 DOLLARS)

PROGRAM

NEIGHBORHO
OD UNITS AVG. AVG. AVG./SF

ATTACHED
Vine 22 92 2,330 $1,342,000 $576
Avalon 23 86 1,991 $1,221,000 $613
Avalon (Sold or Under Contract)* 23 4 1,975 $1,097,130 $556 TOTAL/WTD. AVG. 182 2,162 $1,279,000 $592

DETACHED
Ivy 21 50 2,616 $1,723,000 $659
Ivy (Sold or Under Contract)* 21 12 2,606 $1,517,907 $583 TOTAL/WTD. AVG. 62 2,614 $1,683,000 $644
TOTAL 244 2,277 $1,381,656 $607
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R1-11558.09 | October 6, 2023 | 9City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 EXECUTIVE SUMMARY (CONT.)
SOURCE: US Census; Esri; Redfin; RCLCO

MARKET DEPTH AND ABSORPTION POTENTIAL
Building on the above achievable price points, RCLCO measured market depth for new homes derived in large part from income and pertinent demographic characteristics of households and growth in the Oakland Metropolitan Division (combined Contra Costa and Alameda Counties). The Oakland MD constitutes the Primary Market Area (“PMA”), defined as the geographic area from which we expect 90% of the demand to originate for Boulevard (Dublin Crossing) new ownership housing, based on conversations with sales agents in Dublin and secondary research. ► The PMA, which comprises approximately 1,008,300 households, has approximately 242,300 households earning sufficient income to afford a home above $1,000,000 (See Exhibit VI-3B for an evaluation of housing affordability by income). Our analysis of affordability has determined that the approximate minimum household income that qualifies prospective buyers to purchase new housing at Boulevard (Dublin Crossing) at the current recommended pricing is approximately $231,000 for households under age 55 and $199,000 for households age 55+. Of these households who meet the affordability threshold within the PMA, approximately 12,800 households per year are projected to demand for-sale housing after additional adjustments that consider age, home ownership, and annual turnover. The inclusion of new households moving to the PMA in the relevant income ranges raises the annual demand to approximately 13,300.
► RCLCO performed a capture rate analysis that estimates the Tri-Valley Area (comprised of the following cities: Dublin, Pleasanton, San Ramon, Danville, and Livermore) would capture 17% of the PMA’s for-sale demand potential. Based on the City of Dublin’s capture of the Tri-Valley’s sales activity in the past year, we estimate that the City of Dublin would capture approximately between 20% and 57% of projected Tri-Valley housing demand depending on price points, bringing the total demand for households in Dublin to 2,748 homes. As noted above, building on discussions with sales agents at nearby actively-selling planned communities and analysis of migration data, we estimate that 10% of total demand for Dublin originates from outside the PMA or outside of our screening criteria.
► We estimate that Phase 5 of Boulevard (Dublin Crossing) could capture between 9% and 12% of the demand for homes in Dublin priced above $1,000,000, equating to an annual demand potential ranging from approximately 110 to 142 units, or 9.2 to 11.8 units per month (Exhibit VI-1). These capture rates suggest absorption of homes at Phase 5 of Boulevard (Dublin Crossing) would represent a significant share of housing activity in the city, as the introduction of 228 homes remaining in Phase 5 will be one of the larger offerings in the region and should attract a significant pool of buyers based on its location and proven high level of execution.
► The neighborhoods in Phase 5 have already begun sales with Avalon having already sold or put under contract 4 units while Ivy has sold or put under contract 12 units. Given the product program (and remaining inventory) and the recommended pricing, homes priced between $1,000,000 and $1,400,000 would sell out between 1.7 and 2.1 years, homes between $1,400,000 and $1,800,000 would sell out between 2 and 2.3 years and homes priced between $1,800,000 and $2,200,000 would sell out between 1.1 and 1.8 years.

Projected Home Sale Velocity by Price Range
Boulevard (Dublin Crossing) Phase 5

DISTRIBUTION BY PRICE RANGE
$1,000,000
-$1,400,000
$1,400,000 -
$1,800,000
$1,800,000 -
$2,200,000
OVER
$2,200,000+ TOTAL
TOTAL REMAINING UNITS - PHASE 5 138 78 12 0 228
Distribution by Price Range 61% 34% 5% 0% 100%
Potential Annual Absorption by Price Range -
Scenario 1 64 40 7 0 110
Potential Monthly Absorption by Price Range -
Scenario 1 5.4 3.3 0.5 0.0 9.2
Years of Supply by Price Range - Scenario 1 2.1 2.0 1.8 0.0 Potential Annual Absorption by Price Range -
Scenario 2 80 45 11 0 136
Potential Monthly Absorption by Price Range -
Scenario 2 6.7 3.8 0.9 0.0 11.4
Years of Supply by Price Range - Scenario 2 1.7 1.7 1.1 0.0 657
R1-11558.09 | October 6, 2023 | 10City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

LOCAL AREA ANALYSIS
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R1-11558.09 | October 6, 2023 | 11City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Boulevard (Dublin Crossing) is located at the geographic center of the City of Dublin, north of Dublin Boulevard between Iron Horse Regional Trail/Scarlett Drive and Arnold Road. Key location characteristics of the subject site include the following:
► The Boulevard (Dublin Crossing) community is located within a half-mile of the Dublin/Pleasanton BART station, which connects Dublin to the broader San Francisco Bay Area (San Francisco, Oakland, San Jose and Berkeley). Given that many buyers of new housing in Dublin commute to jobs in Oakland, San Jose/Silicon Valley, and San Francisco, we would expect that the proximity of Dublin Crossing’s new ownership housing to a nearby BART Station will continue to be a significant marketing draw.
► For commuters by car, Dublin Crossing is also conveniently located approximately one mile from two on-/off-ramps to Interstate 580, which provides access to the East Bay and the broader region. Additionally, on-/off-ramps to Interstate-680, which provides access north to Walnut Creek and south to San Jose, are accessible within two miles of the site.
► Dublin Crossing is located within a mile of Hacienda Crossings, a power center featuring a variety of entertainment, restaurants, and shopping destinations such as Best Buy, Bed Bath & Beyond and T.J. Maxx. Persimmon Place, a relatively new retail shopping center, is located adjacent to Hacienda Crossings and is anchored by Whole Foods, Nordstrom Rack, and Home Goods. More neighborhood and community retail centers are located within two miles of the community, including Tivoli Plaza, the majority of which delivered in October 2022. ► Stoneridge Shopping Center, a Class A regional mall with 1.3 million square feet of retail, is located approximately 2.5 miles away. Pleasanton has recently announced that the 18-acre site will be rezoned to allow for multi-family residential development to reach its RHNA goals. This could result in another 1,170 units being added to this center. Several power centers anchored by a Wal-Mart or a Target are also located both to the east and west. Additionally, IKEA has been approved for building a 317,000 square foot store just south of Boulevard (Dublin Crossing) in 2018. However, the plan remains in limbo and the project is on hold as retail environments have changed in light of the COVID-19 pandemic. The City of Dublin is yet to provide an update on IKEAS’s plans going forward. ► Dublin Unified School District serves the City of Dublin and provides K-12 instruction. In 2026, local public schools within Boulevard’s school district will include Dublin High School as well as a new TK-8 school that will be developed within the community. The existing schools in Unified School District generally achieve above average GreatSchools ratings than the schools in Alameda County and the Oakland MD as a whole, and achieve relatively similar scores to the schools in surrounding cities, such as Pleasanton and San Ramon. From our discussions with sales personnel at the active-selling communities, the quality of the schools is a powerful draw for many families looking to buy a new home in Dublin.

SITE ASSESSMENT
IMAGE SOURCE: Google Maps
Site Map – Boulevard (Dublin Crossing)
Dublin, California
659
R1-11558.09 | October 6, 2023 | 12City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 CHANCES OF A SOFT LANDING INCREASING; BUT BASE CASE (~65%) STILL CALLS FOR SHALLOW RECESSION IN THE NEXT 6- 12 MONTHS

RCLCO MACROECONOMIC POV
The probability of a soft landing remains possible as economic performance has exceeded expectations in 2023 and the impact of higher interest rates has been offset by strong labor markets and consumer spending, However, mixed signals in the market and likely continuing Fed action to squash inflation point to an economy that is likely headed for a shallow recession in late 2023 or early 2024. ► US GDP growth will decline slightly (1% to 2%) in 2023 with shallow recession likely in the next 6 to 12 months. Depending on inflation and geopolitics, the U.S. economy will likely return to trend (2% to 3%) growth in 2025.
► Job growth will moderate to between 2.0 and 2.5 million (annual) in 2023 though is expected to moderate further in 2024.
► The 10-Year US Treasury peaked at nearly 4.2% in early August, but has since moderated somewhat closer to 4.0%. Economists and futures markets expect that the UST will hover in the 3.5% to 4.0% range for the next several years. ► As the economy slows, US real estate fundamentals will continue to soften, with moderately higher vacancy rates and slower rent growth over the next 2 to 3 years. Industrial rents should stay relatively strong while office rent growth will trend towards 0% and turn negative in a downside scenario (with meaningful differences based on class/quality/location. Neighborhood retail rent growth will moderate at 2% and apartment rent growth will moderate toward 2% to 3% but may contract in downside scenario.
► Real estate capital markets to stay cautious in 2023, although wholesale selling not likely. Transactions should pick up in 2024 once prices reset at 10- 20% below peak values
► High borrowing costs and the specter of a recession will put stress on leveraged owners over the next year or so. At some point, re-financing and interest cap costs will precipitate transactions (sales and re-capitalizations) most likely in 2024. Unlike in past recessions, the Fed is unlikely to lower short-term rates in the near term. RCLCO recommends focusing on property types and regions that should have strong demand over next 3 to 5 years:
» Rental Housing – Demographics, limited for-sale housing inventory, and high borrowing costs will keep multifamily and single-family rental demand strong, although supply is ramping up and rent/price increases are moderating. Elevated vacancy rates and potential job losses in a recession could cause additional softness in the market.
» Industrial – Demand should stay strong as e-commerce continues to expand and re- and near-shoring accelerate.
» Niche Sectors – Health care (medical office, life sciences, senior housing), data centers, and self storage out-perform in recessions and have strong long-term demand drivers.
► Job growth in gateway markets is forecasted to rebound, although Sunbelt markets will continue to outperform.
► Caution is recommended for office and discretionary retail, as ongoing structural shifts are creating greater risk. Deep discounts in some cases will create some opportunistic buying/redevelopment opportunities. ► Values for many sectors will likely fall below replacement cost, creating buying opportunities, although many office and retail properties may have limited future usefulness. Widespread distress selling is unlikely, except for office and non-dominant regional malls.
► Once land prices adjust, strong fundamentals and long-term growth support selective development and refurbishment of rental residential, industrial, and some niche property types (life science, medical office). 660
R1-11558.09 | October 6, 2023 | 13City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

SOCIOECONOMIC CONTEXT
Source: Moody’s; RCLCO

REGIONAL EMPLOYMENT
Reflective of national economic conditions, the Oakland MD, which comprises Alameda and Contra Costa Counties, has made great strides since emerging from the Great Recession, recovering slightly faster than California as a whole. Employment growth tempered from 2017 through 2019 and more significantly saw dramatic losses due to the effects of the COVID-19 pandemic. However, growth rebounded to pre- pandemic levels in 2021 and 2022 due to an unexpected increase in demand for labor.
► Prior to the pandemic, the region had experienced accelerated growth, led by Professional and Business Services as well as Education and Health Services.

From 2013-2022, the region has added 141,000 jobs—an average of nearly 16,000 jobs per year.
► When compared to the U.S over the 2012 to 2022 period, on average, job gains in Oakland MD rose by 1.7% annually, slightly outperforming the nation’s 1.4% growth.
► Moody’s projects employment growth to slow as the Fed continues to fight inflation with tightening monetary and financial conditions. From 2023-2027, Oakland MD is expected to grow at a rate of 0.8% annually, adding approximately 33,000 jobs to the market.
-10.0%
-8.0%
-6.0%
-4.0%
-2.0%

0.0%

2.0%

4.0%

6.0%
Employment Growth Rate
Historical Moody's Projection Historical Avg.

Historical and Forecasted Non-Agricultural Employment Growth Rate Oakland-Hayward-Berkeley, CA MD; 1993-2027
661
R1-11558.09 | October 6, 2023 | 14City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 SOCIOECONOMIC CONTEXT (CONT.)
Source: Esri; RCLCO

DEMOGRAPHIC FACTORS
In 2023, the City of Dublin had a population of approximately 74,300, with an average household size of 3.08 persons per household. Of the roughly 24,100 households in the city, 15,900 households (66%) are homeowners, and 18,400 (76%) have incomes over $100,000 (Exhibit II-2). Average household income in Dublin is $214,800 as of 2023 and is 29% higher than the average household income across Alameda County as a whole.

The Primary Market Area (“PMA”) includes all of Alameda and Contra Counties (Oakland MD) and is derived in large part from our field surveys of competitive for- sale housing developments in Dublin where agents commented on the geographic area from which their home buyers originate. Most home buyers can be expected to be commuters to job locations in the East Bay, San Jose/Silicon Valley and San Francisco. The PMA had an estimated population of 2.87 million in 2023. ► Average household size in the PMA is 2.84, slightly lower than the City of Dublin. ► Of the 1,008,300 PMA households, 591,200 (59%) are owners, and 577,900 (57%) have annual incomes over $100,000 (Exhibit II-2). PMA households are less affluent than those in the City of Dublin and less likely to own homes. ► Esri projects the PMA to grow by approximately 11,000 households or 0.2% per year between 2023 and 2028. Dublin, on the other hand, is projected to grow by 529 households or 0.4% per year.

Annual Household Growth Rate
Dublin, Oakland MD, San Francisco MSA: 2010-2028

4.7%

0.8%

0.7%

0.3%

0.4%

0.2%

0.2%
Dublin city Oakland MD San Francisco MSA
2010-2020 2020-2023 2023-2028

4.0%

1.4%

3.8%

6.0%

7.3%

17.5%

13.9%

44.8%

6.8%

4.0%

4.2%

6.4%

11.0%

10.3%

17.4%

13.2%

26.7%

7.0%

4.1%

3.9%

6.2%

10.3%

9.4%

16.7%

12.6%

29.8%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%
Dublin city Oakland MD San Francisco MSA
Distribution of Households by Income
Dublin, Oakland MD, San Francisco MSA: 2023
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R1-11558.09 | October 6, 2023 | 15City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

RESIDENTIAL MARKET ANALYSIS
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R1-11558.09 | October 6, 2023 | 16City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

HOUSING MARKET TRENDS
Source: Redfin; RCLCO

PERMITTING TRENDS
Housing permit information from the U.S. Department of Housing and Urban Development reveals a significant increase in permitting for Alameda County as a whole from 2015-2019, with a drop in permitting in 2020-2023, largely due to inventory constraints rather than demand. County permits have grown since the end of the last recession, and from 2017-2019 surpassed 2006 levels as a result of a large number of multifamily permits.

In Dublin, permits increased at a significant rate between 2010 and 2021, averaging permit increases of 19.2% a year. Permits have seen an uptick in 2023, with an increase in multifamily and single-family product. This uptick has occurred despite rising mortgage rates that have contributed to reduced affordability for entry-level and first-time buyers.

HOUSING MARKET TRENDS
According to Redfin, a total of 237 homes that have been built since 2005 have sold in the past year throughout the City of Dublin, of which 105 were single-family detached (Exhibit IV-1A). Single-family detached homes sold for an average sale price of approximately $1.92 million with an average size of 2,705 square feet. The remaining 132 attached home sales had an average sales price of approximately $1.02 million with and average size of 1,809 square feet. Of the 237 total home sales, 174 homes (73%) sold for between $1,000,000 and $2.6 million (Exhibit IV-1B).

In the past year, the City of Dublin represented approximately 44% of home sales in the Tri-Valley Area between $1 million and $2.6 million. The City of Dublin has experienced increased housing activity above $2.6 million in the past year, capturing

17.6% of the Tri-Valley Area. The City of Dublin’s capture rate decreases as price increases, with a capture of approximately 45% of the Tri-Valley Area home sales below $1,000,000, but 22.8% capture of home sales above $2,200,000. (Exhibit IV-2).

Home Sales by Price Range; Dublin and Tri-Valley Area
September 2022-September 2023
3 47
101
29 26 18 134
107
176
78 78 62 74
0 50
100
150
200
< $600,000 $600K - $1M $1M - $1.4M $1.4M - $1.8M $1.8M - $2.2M $2.2M - $2.6M $2.6M+ Dublin Tri-Valley
664
R1-11558.09 | October 6, 2023 | 17City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

MEDIAN HOME PRICES IN DUBLIN
Source: Redfin; RCLCO
FOLLOWING A DIP IN PRICING AT THE END OF 2022, PRICES HAVE REBOUNDED IN 2023 AND WERE ABOVE 2022’S PRICING AS OF AUGUST BUT BELOW PEAK PRICING FROM APRIL 2022
Median Price per Square Foot, Dublin
$400
$450
$500
$550
$600
$650
$700
$750
$800
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2018 2019 2020 2021 2022 2023
+4.6% in 2023
665
R1-11558.09 | October 6, 2023 | 18City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

COMPETITIVE ENVIRONMENT
SOURCE: Redfin; New Home Source; Individual Community Websites; Sales Agent Interviews; RCLCO

COMPETITIVE COMMUNITIES
RCLCO determined the market comparables relevant to Boulevard’s (Dublin Crossing) Phase 5 program by surveying actively-selling new home communities in the Competitive Market Area (the area in which other product will likely compete with Boulevard (Dublin Crossing), which RCLCO determined to primarily encompass the City of Dublin) along with actively selling communities in the surrounding cities including San Ramon and Livermore. We identified 12 actively-selling new home communities located within four master plans, as well as one standalone community. Refer to the chart to the right, as well as Exhibits I-5 and I-6.

PLANNED AND PROPOSED DEVELOPMENT
Dublin is continuing to experience new housing activity, with approximately 597 units remaining in the actively-selling communities surveyed in this. There are five other major for- sale projects in the pipeline (Exhibit I-7).

Map and Summary of Selected Comparable New Home Communities

MAP PRODUCT HOME BASE PRICE
KEY COMMUNITY BUILDER TYPE SIZE TOTAL $/SF
SUBJECT SITE – BOULEVARD
(DUBLIN CROSSING

BOULEVARD
1 Abbey Brookfield 3 story towns 2,028 $1,180,623 $582
1 Ivy Brookfield SFD - 4 Pack Courts 2,614 $1,532,490 $586 1 Avalon Lennar Carriage Row Towns 2,068 $1,128,880 $546 1 Venice Lennar Attached Duets 2,375 $1,322,594 $557
1 Lombard Lennar SFD 2,583 $1,659,220 $642
1 Melrose Brookfield SFD 2,633 $1,595,323 $606

TWIN OAKS
2 Grove Toll Brothers Townhome 1,471 $1,177,495 $801
2 Arbor Toll Brothers SFD 2,838 $1,888,495 $665

THE PRESERVE
3 Hillcrest Lennar Townhome 2,228 $1,222,880 $549

CITY VILLAGE
4 The Towns SummerHill Homes Townhome 1,943 $1,193,750 $614 4 The Courts SummerHill Homes SFD 2,516 $1,766,667 $702

STANDALONE COMMUNITIES
5 Diamond Canyon Toll Brothers SFD 4,320 $3,814,995 $883 666
R1-11558.09 | October 6, 2023 | 19City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

RECOMMENDED PRICING & POSITIONING
SOURCE: Redfin; New Home Source; Individual Community Websites; Sales Agent Interview; RCLCO Relevant actively-selling new home communities in the Competitive Market Area provided comparable price points from which we established the achievable pricing for homes at Boulevard (Dublin Crossing) Phase 5. The pricing methodology which we employed was as follows:
► Using each market comparable’s price-to-size relationship and our industry experience to arrive at a price slope, we made sales price adjustments of competitive developments to reflect unit sizes at Dublin Crossing’s Phase 5. ► We adjusted communities based on the attractiveness of product offerings, with Boulevard (Dublin Crossing) discounted relative to some competitive developments that offer larger traditional detached product types and/or better views.
► We accounted for location qualities as well by assessing the supportive character of uses surrounding the competitive planned communities and regional access. ► Additionally, we adjusted each competitive planned development’s overall execution in relation to the high-quality, planning vision for Boulevard (Dublin Crossing), a qualitative effort to reflect design of the community, infrastructure improvements, parks, and the overall character of the community, also relying on our assessment of the quality of execution in prior phases. ► We accounted for the home purchasing power implications of proposed property tax rates at Boulevard (Dublin Crossing), total property tax rate of 1.8% versus the property taxes at the competitive communities (total property tax rates range from 1.1% to 1.8% at comparable communities). Given that buyers with the same income would be able to afford higher-priced homes in a community with lower property taxes, we adjusted the Dublin Crossing home prices accordingly to reflect the property tax differential with the comparable communities (Exhibit I- 2A).

The resulting achievable prices for the homes at Dublin Crossing are shown below and in Exhibit I-1A. These prices reflect base prices before upgrade considerations, however buyers are expected to add upgrades to their home purchases ranging on average between $69,000 to $87,000.

Price to Unit Size Relationship
Boulevard (Dublin Crossing) Versus Comparable Communities $750,000
$1,250,000
$1,750,000
$2,250,000
1,000 1,500 2,000 2,500 3,000 3,500
Base Price
Unit Size (SF)
Abbey Ivy Avalon Venice
Grove Hillcrest Diamond Canyon The Towns
The Courts Arbor Melrose Lombard
Boulevard (Dublin Crossing) Attached Boulevard (Dubline Crossing) Detached 667
R1-11558.09 | October 6, 2023 | 20City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 We have projected annual demand for for-sale residential development at Dublin Crossing derived largely from the demographic characteristics of the PMA (defined, as noted above, as the Oakland Metropolitan Division). Our demographic demand model based on income-qualified households and several other factors (age, tenure, and annual turnover) reveals an annual absorption potential at Dublin Crossing ranging from 110 to 142 units, equivalent to a monthly absorption of about 9.2 to 11.8 units. A summary of this demand model forecast methodology follows (Exhibit VI-3A):
► Households in the Primary Market Area were both age-qualified (households under age 55 and households age 55 and older ) and income-qualified as buyers.

Appropriate household income qualifications for Boulevard (Dublin Crossing) was determined to start at $231,000 for households under age 55 and $199,000 for households over age 55 based on the following assumptions: typical down payments of 20% for households under age 55 and 35% for households above age 55, 30-year fixed mortgage with a 6.5% interest rate (we recognize interest rates are higher today, but forward curves project a decline by the time home closings would begin at Boulevard (Dublin Crossing)), property axes at 1.58% per year (~0.4% provides repayment of the proposed CFD bonds), HOA and Insurance payments averaging $375 per month, and total housing costs (mortgage, HOA fees, insurance, and property tax) comprising 35% of household income.
► Household growth projections for the PMA, qualified using the same criteria as above for existing households, provided short-term demand potential from household growth, which indicates that an average of about 1,683 newly formed households would be in the market for for-sale housing annually over the next five years.
► Based on a historical capture analysis, we estimate that the Tri-Valley could capture approximately 17% of the Oakland MD’s annual for-sale demand potential, representing demand potential for approximately 6,245 home sales in the Tri-Valley Area.
► Based on the City of Dublin’s capture of the Tri-Valley’s sales activity in the past year, we estimate that the City of Dublin would capture approximately 44% of projected Tri-Valley housing demand depending on price points. ► Building on discussions with sales agents at nearby actively-selling planned communities, we estimate that 10% of total demand for Dublin originates from outside the city or outside of our screening criteria.
► At the achievable pricing, we estimate that Phase 5 of Boulevard (Dublin Crossing) should capture 9% to 12% of the Dublin demand for housing priced above $1,000,000. The resulting demand potential is 110 to 142 units per year at Dublin Crossing Phase 5, equivalent to 9.2 to 11.8 units per month, assuming full product segmentation.

DEMAND & ABSORPTION POTENTIAL
SOURCE: Esri; American Community Survey; RCLCO
Annual Demand Methodology
Oakland MD, Tri-Valley, and City of Dublin; 2023-2028

TURNOVER
34,966
Home Demand in Tri-Valley
Area
6,245
Home Demand in
Dublin
2,748

HH GROWTH
1,683
17% Tri-Valley Capture
44% Dublin Capture
Oakland MD For-Sale Annual Demand Potential
668
R1-11558.09 | October 6, 2023 | 21City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 1 Assumes options, premiums, and upgrades between 5% and 10% of the base price. See Exhibit I-1A for base prices by product type. 2 Assumes a uniform pricing distribution within product types.

DEMAND & ABSORPTION POTENTIAL (CONT.)
SOURCE: RCLCO
As shown in Exhibit I-1B, the largest share of units in Phase 5—approximately 61%—would be offered for less than $1,400,000, after accounting for options and upgrades of approximately 0% to 5% of base prices. Given the product program for Phase 5 and the achievable pricing (and without accounting for the phasing of the proposed development), homes priced between $1,000,000 and $1,400,000 would sell out between 1.7 and 2.1 years, homes between $1,400,000 and $1,800,000 would sell out between 2 and 2.3 years and homes priced between $1,800,000 and $2,200,000 would sell out between 1.1 and 1.8 years.

Distribution of Product Program and Estimated Demand by Price Boulevard (Dublin Crossing) Phase 5
TOTAL
UNITS
DISTRIBUTION BY PRICE RANGE 2

PRODUCT

TYPE NEIGHBORHOOD
AVG. ALL-IN
PRICE 1 UNIT MIX
AVG. UNIT
SIZE
UNDER
$1,000,000
$1,000,000 -
$1,400,000
$1,400,000 -
$1,800,000
$1,800,000 -
$2,200,000
OVER
$2,200,000+ TOTAL
Vine 22 $1,369,500 92 40.4% 4,365 0.0% 70.2% 29.8% 0.0% 0.0% 100.0% Avalon 23 $1,250,000 86 37.7% 3,648 0.0% 85.4% 14.6% 0.0% 0.0% 100.0% Ivy 21 $1,766,000 50 21.9% 3,347 0.0% 0.0% 77.0% 23.0% 0.0% 100.0% TOTAL/WTD. AVG. 228 100.0% 0 138 78 12 0 228
Distribution by Price Range 0% 61% 34% 5% 0% 100%
SCENARIO 1
Potential Annual Absorption by Price Range - Scenario 1 0 64 40 7 0 Potential Monthly Absorption by Price Range - Scenario 1 0.0 5.4 3.3 0.5 0.0 Years of Supply by Price Range - Scenario 1 0.0 2.1 2.0 1.8 0.0 SCENARIO 2
Potential Annual Absorption by Price Range - Scenario 2 0 80 45 11 0 Potential Monthly Absorption by Price Range - Scenario 2 0.0 6.7 3.8 0.9 0.0 Years of Supply by Price Range - Scenario 2 0.0 1.7 1.7 1.1 0.0 669
R1-11558.09 | October 6, 2023 | 22City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

DISCLAIMERS
670
R1-11558.09 | October 6, 2023 | 23City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

CRITICAL ASSUMPTIONS
Our conclusions are based on our analysis of the information available from our own sources and from the client as of the date of this report. We assume that the information is correct, complete, and reliable.

We made certain assumptions about the future performance of the global, national, and local economy and real estate market, and on other factors similarly outside either our control or that of the client. We analyzed trends and the information available to us in drawing these conclusions. However, given the fluid and dynamic nature of the economy and real estate markets, as well as the uncertainty surrounding particularly the near-term future, it is critical to monitor the economy and markets continuously and to revisit the aforementioned conclusions periodically to ensure that they are reflective of changing market conditions.

We assume that the economy and real estate markets will experience a period of slower growth in the next 12 to 24 months, and then return to a stable and moderate rate in 2024 and beyond. However, stable and moderate growth patterns are historically not sustainable over extended periods of time, the economy is cyclical, and real estate markets are typically highly sensitive to business cycles. Further, it is very difficult to predict when inflection points in economic and real cycles will occur.

With the above in mind, we assume that the long-term average absorption rates and price changes will be as projected, realizing that most of the time performance will be either above or below said average rates.

Our analysis does not consider the potential impact of future economic shocks on the national and/or local economy, and does not consider the potential benefits from major "booms” that may occur. Similarly, the analysis does not reflect the residual impact on the real estate market and the competitive environment of such a shock or boom. Also, it is important to note that it is difficult to predict changing consumer and market psychology.

As such, we recommend the close monitoring of the economy and the marketplace, and updating this analysis as appropriate.

Further, the project and investment economics should be “stress tested” to ensure that potential fluctuations in revenue and cost assumptions resulting from alternative scenarios regarding the economy and real estate market conditions will not cause failure.

In addition, we assume that the following will occur in accordance with current expectations:
► Economic, employment, and household growth
► Other forecasts of trends and demographic and economic patterns, including consumer confidence levels ► The cost of development and construction
► Tax laws (i.e., property and income tax rates, deductibility of mortgage interest, and so forth) ► Availability and cost of capital and mortgage financing for real estate developers, owners and buyers ► Competitive projects will be developed as planned (active and future) and that a reasonable stream of supply offerings will satisfy real estate demand ► Major public works projects occur and are completed as planned Should any of the above change, this analysis should be updated, with the conclusions reviewed accordingly (and possibly revised). 671
R1-11558.09 | October 6, 2023 | 24City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 Reasonable efforts have been made to ensure that the data contained in this study reflect accurate and timely information and are believed to be reliable. This study is based on estimates, assumptions, and other information developed by RCLCO from its independent research effort, general knowledge of the industry, and consultations with the client and its representatives. No responsibility is assumed for inaccuracies in reporting by the client, its agent, and representatives or in any other data source used in preparing or presenting this study. This report is based on information that to our knowledge was current as of the date of this report, and RCLCO has not undertaken any update of its research effort since such date.

Our report may contain prospective financial information, estimates, or opinions that represent our view of reasonable expectations at a particular time, but such information, estimates, or opinions are not offered as predictions or assurances that a particular level of income or profit will be achieved, that particular events will occur, or that a particular price will be offered or accepted. Actual results achieved during the period covered by our prospective financial analysis may vary from those described in our report, and the variations may be material. Therefore, no warranty or representation is made by RCLCO that any of the projected values or results contained in this study will be achieved.

Possession of this study does not carry with it the right of publication thereof or to use the name of "Robert Charles Lesser & Co." or "RCLCO" in any manner without first obtaining the prior written consent of RCLCO. No abstracting, excerpting, or summarization of this study may be made without first obtaining the prior written consent of RCLCO. This report is not to be used in conjunction with any public or private offering of securities or other similar purpose where it may be relied upon to any degree by any person other than the client without first obtaining the prior written consent of RCLCO. This study may not be used for any purpose other than that for which it is prepared or for which prior written consent has first been obtained from RCLCO.

LIST OF EXHIBITS
I. P RIC IN G & COM PETIT IVE S UPPLY 29
Exhibit I-1A Summary of Achievable Pricing ; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Exhibit I-2A Comparable Communities Base Pricing Adjustment Matrix ; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Exhibit I-2B Internal Pricing Adjustments ; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Exhibit I-2C Price to Size Relationship - RCLCO Recommendations ; Boulevard (Dublin Crossing) - Phase 5; Dublin, CA; September 2023 Exhibit I-3A Price to Unit Size Relationship - All Products ; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities ; Dublin, CA; September 2023 Exhibit I-3B Price to Unit Size Relationship - Attached Product ; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities ; Dublin, CA; September 2023 Exhibit I-3C Price to Unit Size Relationship - Detached Product ; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities ; Dublin, CA; September 2023
Exhibit I-3D Price to Unit Size Relationship – All Products ; Boulevard (Dublin Crossing) - Phase 5 Comparable Communities ; Dublin, CA; September 2023 Exhibit I-4 CFD Sales Price Adjustments ; Boulevard (Dublin Crossing) - Phase 5 Versus Comparable Communities ; Dublin, CA; September 2023 Exhibit I-5 Map of Selected Comparable New Home Communities ; Dublin, CA; September 2023 Exhibit I-6 Summary of Selected Comparable New Home Communities ; Dublin, CA; September 2023 Exhibit I-7 Planned and Proposed Residential Projects ; Dublin, CA; September 2023 II. DEMOGRAP HIC AND PE RM IT T RE NDS 44
Exhibit II-1 Map of Primary Market Area ; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California ; September 2023
Exhibit II-2 Comparative Socioeconomic Characteristics ; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California ; 2010 -2028
Exhibit II-3 Map of Primary Market Area ; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California ; September 2023
Exhibit II-4A Household Distribution by Income ; Dublin, Pleasanton, Livermore, San Ramon, Danville, Alameda County, Contra Costa County, and California ; 2023 Exhibit II-4B Households by Age and Income ; Dublin ; 2023 Exhibit II-4C Households by Age and Income ; Pleasanton ; 2023 674
R1-11558.09 | October 6, 2023 | 27City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

LIST OF EXHIBITS
Exhibit II-4D Households by Age and Income ; Livermore ; 2023 Exhibit II-4E Households by Age and Income ; San Ramon ; 2023 Exhibit II-4F Households by Age and Income ; Danville ; 2023 Exhibit II-4G Households by Age and Income ; Alameda County ; 2023 Exhibit II-4H Households by Age and Income ; Contra Costa County ; 2023 Exhibit II-5A Residential Permitting Activity ; Dublin ; California ; 1990 -2023 Exhibit II-5B Residential Permitting Activity ; Pleasanton ; California ; 1990 -2023 Exhibit II-5C Residential Permitting Activity ; Livermore ; California ; 1990 -2023 Exhibit II-5D Residential Permitting Activity ; San Ramon ; California ; 1990 -2023 Exhibit II-5E Residential Permitting Activity ; Danville ; California ; 1990 -2023 Exhibit II-5F Residential Permitting Activity ; Alameda County ; California ; 1990 -2023 Exhibit II-5G Residential Permitting Activity ; Contra Costa County ; California ; 1990 -2023 Exhibit II-6A Commute Patterns - Employment Locations of Dublin Residents ; Dublin ; 2020 Exhibit II-6B Commute Patterns - Employment Locations of Dublin Employees ; Dublin ; 2020 Exhibit II-7A Commute Patterns - Employment Locations of Oakland Residents ; Oakland ; 2020 Exhibit II-7B Commute Patterns - Employment Locations of Oakland Employees ; Oakland ; 2020 Exhibit II-8A Commute Patterns - Employment Locations of San Francisco Residents ; San Francisco ; 2020 Exhibit II-8B Commute Patterns - Employment Locations of San Francisco Employees ; San Francisco ; 2020 III. ECONOMIC TRENDS 69
Exhibit III -1A Historical and Forecasted Non -Agricultural Employment, Households, and Population ; Oakland -Hayward -Berkeley, CA MD; 1993 -2027 ; (in Thousands)
Exhibit III -1B Historical and Forecasted Non -Agricultural Employment, Household, and Population Growth Rates ; Oakland -Hayward -Berkeley, CA MD; 1993 -2027
Exhibit III -2 Historical and Forecasted Non -Agricultural Employment Growth Rates ; Oakland -Hayward -Berkeley, CA MD and United States ; 1993 -2027 Exhibit III -3 Historical and Forecasted Non -Agricultural Employment ; Oakland -Hayward -Berkeley, CA MD; 1993 -2027 ; (in Thousands) Exhibit III -4 Historical and Forecasted Non -Agricultural Employment by Industry ; Oakland -Hayward -Berkeley, CA MD; 1993 -2027 ; (in Thousands) 675
R1-11558.09 | October 6, 2023 | 28City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5

LIST OF EXHIBITS
IV. FOR -SALE HOME SALES TRENDS 77
Exhibit IV-1A Residential Listings and Sales by Size Range Built 2005 or Later ; City of Dublin ; As of September 2023 Exhibit IV-1B Residential Listings and Sales by Price Range Built 2005 or Later ; City of Dublin ; As of September 2023 Exhibit IV-1C Residential Listings and Sales by Size Range Built 2005 or Later ; Tri -Valley Area ; As of September 2023 Exhibit IV-1D Residential Listings and Sales by Price Range Built 2005 or Later ; Tri -Valley Area ; As of September 2023 Exhibit IV-2 Residential Home Sale Capture Rates ; City of Dublin in Relation to the Tri -Valley Area ; Homes Built Since 2005 ; September 2022 – September 2023
Exhibit IV-3 Single -Family Home/Condo/Townhome Resales Built 2005 or Later ; Tri -Valley Area ; September 2022 - September 2023 Exhibit IV-4A Monthly Median Home Price ; Existing Single -Family Detached Homes ; Contra Costa County, Alameda County, and California ; January 1990 - August 2023
Exhibit IV-4B Home Value ; Cities in Tri -Valley Area ; January 2010 -August 2023 V. SITE ANALYSIS 86
Exhibit V-1A Regional Map ; Boulevard (Dublin Crossing) ; Dublin, CA and San Francisco Bay Area ; September 2023 Exhibit V-1B Map of Subject Site Area ; Boulevard (Dublin Crossing) ; Dublin, CA; September 2023 Exhibit V-1C Map of Surrounding Uses ; Boulevard (Dublin Crossing) ; Dublin, CA; September 2023 Exhibit V-2 Site Assessment ; Boulevard (Dublin Crossing) ; Dublin, CA; September 2023 Exhibit V-3A Map of Local Schools ; Dublin, CA; September 2023 Exhibit V-3B Aggregate School Rankings by City ; Dublin, Livermore, Pleasanton, San Ramon, and Danville ; September 2023 Exhibit V-3C School Rankings by City ; Dublin, Livermore, Pleasanton, and San Ramon ; September 2023 VI. DEMAND ANALYSIS 94
Exhibit VI-1 Dublin Crossing - Phase 5; Absorption Potential ; 2023 - 2028 Exhibit VI-2 Dublin Crossing - Phase 5; Capture Rate Analysis ; Tri -Valley Area and Oakland Metropolitan Division Exhibit VI-3A Dublin Crossing - Phase 5; Annual For -Sale Demand Potential ; 2023 - 2028 Exhibit VI-3B Dublin Crossing - Phase 5; Housing Affordability ; Dublin, CA; September 2023 676
I. PRICING & COMPETITIVE SUPPLY

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 29
677
Exhibit I-1A
Summary of Achievable Pricing
Boulevard (Dublin Crossing) - Phase 5
Dublin, CA
September 2023
LOCATION:

COMMUNITY EXECUTION:

POSITIONING:

MARKET-RATE HOME SIZE RANGE (SF)
PROGRAM NEIGHBORHOOD UNITS MIN - MAX AVG. MIN - MAX AVG. AVG./SF

ATTACHED
Vine 22 92 2,192 - 2,430 2,330 $1,294,000 - $1,376,000 $1,342,000 $576 Avalon 23 86 1,493 - 2,456 1,991 $1,038,000 - $1,392,000 $1,221,000 $613 Avalon (Sold or Under Contract) 23 4 1,493 - 2,456 1,975 $951,880 - $1,254,880 $1,097,130 $556 TOTAL/WTD. AVG. 182 1,493 - 2,456 2,162 $951,880 - $1,392,000 $1,279,000 $592

DETACHED
Ivy 21 50 2,565 - 2,663 2,616 $1,703,000 - $1,742,000 $1,723,000 $659 Ivy (Sold or Under Contract) 21 12 2,565 - 2,663 2,606 $1,499,990 - $1,539,990 $1,517,907 $583 TOTAL/WTD. AVG. 62 2,565 - 2,663 2,614 $1,499,990 - $1,742,000 $1,683,000 $644 TOTAL - BOULEVARD (DUBLIN CROSSING) 244 1,493 - 2,663 2,277 $951,880 - $1,742,000 $1,381,656 $607 SOURCE: RCLCO
BASE PRICE RANGE (2023 DOLLARS)
The site is located in the heart of Dublin, bridging the gap between the existing western and growing eastern portions of the city. The site is proximate to the Dublin/Pleasanton BART station as well as on- and off-ramps to I-580 and I-680, providing access to surrounding cities and the greater San Francisco Bay Area.

Various retail options are located nearby, including Hacienda Crossing and the newly opened Persimmon Place which includes a Nordstrom Rack and Whole Foods as key anchor tenants. Local schools are better than in Alameda County as a whole, and generally on par when compared to the high-performing schools in the surrounding cities of San Ramon, Livermore, Danville, and Pleasanton.

The site is located in the heart of Dublin, bridging the gap between the existing western and growing eastern portions of the city. The site is proximate to the Dublin/Pleasanton BART station as well as on- and off-ramps to I-580 and I-680, providing access to surrounding cities and the greater San Francisco Bay Area.

The community should continue to be positioned as one of the premier master-planned communities in Alameda County, near the top of the local housing market, and as a value alternative for those moving into the area from the East Bay and other areas in the broader San Francisco Bay Area, particularly for those who seek high-quality, new housing at relatively affordable prices. The recommended pricing accounts for the higher tax rate (1.8%) in the master plan.

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 30
678
Exhibit I-1B
Projected Home Sales Velocity by Price Range
Boulevard (Dublin Crossing)
Dublin, California
2023-2028
DISTRIBUTION BY PRICE RANGE 2

PRODUCT

TYPE NEIGHBORHOOD
AVG. ALL-IN
PRICE1 UNIT MIX
AVG. UNIT
SIZE
UNDER
$1,000,000
$1,000,000 -
$1,400,000
$1,400,000 -
$1,800,000
$1,800,000 -
$2,200,000
OVER
$2,200,000+ TOTAL
Vine 22 $1,369,500 92 40.4% 4,365 0.0% 70.2% 29.8% 0.0% 0.0% 100.0% Avalon 23 $1,250,000 86 37.7% 3,648 0.0% 85.4% 14.6% 0.0% 0.0% 100.0% Ivy 21 $1,766,000 50 21.9% 3,347 0.0% 0.0% 77.0% 23.0% 0.0% 100.0% TOTAL/WTD. AVG. 228 100.0% 0 138 78 12 0 228
Distribution by Price Range 0% 61% 34% 5% 0% 100%
SCENARIO 1
Potential Annual Absorption by Price Range - Scenario 1 0 64 40 7 0 Potential Monthly Absorption by Price Range - Scenario 1 0.0 5.4 3.3 0.5 0.0 Years of Supply by Price Range - Scenario 1 0.0 2.1 2.0 1.8 0.0 SCENARIO 2
Potential Annual Absorption by Price Range - Scenario 2 0 80 45 11 0 Potential Monthly Absorption by Price Range - Scenario 2 0.0 6.7 3.8 0.9 0.0 Years of Supply by Price Range - Scenario 2 0.0 1.7 1.7 1.1 0.0 1 Assumes options, premiums, and upgrades between 0% and 5% of the base price. See Exhibit I-1A for base prices by product type. 2 Assumes a uniform pricing distribution within product types.

SOURCE: RCLCO
TOTAL
UNITS

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 31
679
Exhibit I-2A
Comparable Communities Base Pricing Adjustment Matrix
Boulevard (Dublin Crossing) - Phase 5
Dublin, CA
September 2023
SIZE ADJUSTED 1 ADJUSTMENTS

PROJECT COMMUNITY
UNIT
SIZE
(SF) BASE PRICE
BASE
$/SF
UNIT

SIZE (SF) BASE PRICE
BASE
$/SF

PRODUCT
TYPE 2

SURROUNDING
USES/ACCESS 3

COMMUNITY
EXECUTION 4 CFD 5 TOTAL PRICE PRICE/SF WEIGHT
ATTACHED PRODUCT 2,162
Abbey Boulevard (Dublin Crossing Phase 3) 2,028 $1,180,623 $582 2,162 $1,227,496 $568 0.00% 0.00% 0.00% 0.00% 100.0% $1,227,496 $568 16.7% Avalon Boulevard (Dublin Crossing Phase 5) 2,068 $1,128,880 $546 2,162 $1,159,775 $536 0.00% 0.00% 0.00% 0.00% 100.0% $1,159,775 $536 16.7% Venice Boulevard (Dublin Crossing Phase 4) 2,375 $1,322,594 $557 2,162 $1,251,424 $579 0.00% 0.00% 0.00% 0.00% 100.0% $1,251,424 $579 16.7% Grove Twin Oaks 1,471 $1,177,495 $801 2,162 $1,509,499 $698 0.00% -1.50% 5.00% -4.00% 99.5% $1,501,952 $695 16.7% Hillcrest The Preserve 2,228 $1,222,880 $549 2,162 $1,201,138 $556 0.00% -1.50% 5.00% -3.40% 100.1% $1,202,339 $556 16.7% The Towns City Village 1,943 $1,193,750 $614 2,162 $1,274,575 $590 0.00% 2.50% 7.50% -4.00% 106.0% $1,351,049 $625 16.7% TOTAL/WEIGHTED AVERAGE 2,162 $1,282,000 $593 100.0%
DETACHED PRODUCT 2,614
Lombard Boulevard (Dublin Crossing Phase 4) 2,583 $1,659,220 $642 2,614 $1,670,985 $639 0.00% 0.00% 0.00% 0.00% 100.0% $1,670,985 $639 16.7% Ivy Boulevard (Dublin Crossing Phase 5) 2,614 $1,532,490 $586 2,614 $1,532,490 $586 0.00% 0.00% 0.00% 0.00% 100.0% $1,532,490 $586 16.7% Melrose Boulevard (Dublin Crossing Phase 4) 2,633 $1,595,323 $606 2,614 $1,588,416 $608 0.00% 0.00% 0.00% 0.00% 100.0% $1,588,416 $608 16.7% Arbor Twin Oaks 2,838 $1,888,495 $665 2,614 $1,799,061 $688 -5.00% -1.50% 5.00% -4.00% 94.5% $1,700,113 $650 16.7% Diamond Canyon Standalone 4,320 $3,814,995 $883 2,614 $2,911,053 $1,114 -10.00% -6.00% -10.00% -4.80% 69.2% $2,014,449 $771 16.7% The Courts City Village 2,516 $1,766,667 $702 2,614 $1,808,100 $692 -5.00% 2.50% 7.50% -4.00% 101.0% $1,826,181 $699 16.7% TOTAL/WEIGHTED AVERAGE 2,614 $1,722,000 $659 100.0%
1 Applies a 60% price slope to the incremental price gained/lost by a change in size. 2 Adjustment to reflect the difference in buyer's preferences for larger, traditional detached product type. 3 Accounts for the uses surrounding each community, such as retail, open space, school districts, etc. 4 Reflects the overall quality and amenitization of the comparables communities in relation to plans for Boulevard (Dublin Crossing). 5 Adjustment for the impact of property tax rates on price. Assumes Bouelvard (Dublin Crossing) would have a total property tax rate of 1.8%. See Exhibit I-4 for more details.

SOURCE: Redfin; RCLCO

ADJUSTED BASE PRICES

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 32
680
Exhibit I-2B
Internal Pricing Adjustments
Boulevard (Dublin Crossing) - Phase 5
Dublin, CA
September 2023
AVERAGE POSITIONING ATTACHED PRODUCT 1

PRODUCT TYPE
HOME
SIZE BASE PRICE BASE $/SF
Attached 2,162 $1,282,000 $593

INTERNAL PRICING ADJUSTMENTS

NEIGHBORHOOD
HOME
SIZE (SF) PRICE SLOPE 2
PRICE

ADJUSTMENT

PRODUCT
TYPE
PRICE

ADJUSTMENT

ADJUSTED BASE
PRICE BASE $/SF
Vine 2,330 60% $60,000 0.0% $0 $1,342,000 $576
Avalon 1,991 60% ($61,000) 0.0% $0 $1,221,000 $613
AVERAGE POSITIONING DETACHED PRODUCT 1

PRODUCT TYPE
HOME
SIZE BASE PRICE BASE $/SF
Detached 2,614 $1,722,000 $659

INTERNAL PRICING ADJUSTMENTS

NEIGHBORHOOD
HOME
SIZE (SF) PRICE SLOPE 2
PRICE

ADJUSTMENT

PRODUCT
TYPE
PRICE

ADJUSTMENT

ADJUSTED BASE
PRICE BASE $/SF
Ivy 2,616 60% $1,000 0.0% $0 $1,723,000 $659
1 See Exhibit I-2A
2 Applies a 60% price slope to the incremental price gained/lost by a change in size.

SOURCE: RCLCO

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 33
681
Exhibit I-2C
Price to Size Relationship - RCLCO Recommendations
Boulevard (Dublin Crossing) - Phase 5
Dublin, CA
September 2023
SOURCE: RCLCO
$1,000,000
$1,100,000
$1,200,000
$1,300,000
$1,400,000
$1,500,000
$1,600,000
$1,700,000
$1,800,000
1,500 1,700 1,900 2,100 2,300 2,500 2,700
Base Price
Unit Size (SF)

ATTACHED DETACHED

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 34
682
Exhibit I-3A
Price to Unit Size Relationship - All Products
Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA
September 2023
SOURCE: RCLCO
$750,000
$1,250,000
$1,750,000
$2,250,000
$2,750,000
$3,250,000
$3,750,000
$4,250,000
1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000
Base Price
Unit Size (SF)
Abbey Ivy Avalon Venice
Grove Hillcrest Diamond Canyon The Towns
The Courts Arbor Melrose Lombard
Boulevard (Dublin Crossing) Attached Boulevard (Dubline Crossing) Detached

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 35
683
Exhibit I-3B
Price to Unit Size Relationship - Attached Product
Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA
September 2023
SOURCE: RCLCO
$750,000
$850,000
$950,000
$1,050,000
$1,150,000
$1,250,000
$1,350,000
$1,450,000
1,200 1,400 1,600 1,800 2,000 2,200 2,400 2,600 2,800 3,000 Base Price
Unit Size (SF)
Abbey Avalon Venice Grove Hillcrest The Towns Boulevard (Dublin Crossing) Attached

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 36
684
Exhibit I-3C
Price to Unit Size Relationship - Detached Product
Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA
September 2023
SOURCE: RCLCO
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
$4,000,000
$4,500,000
2,200 2,700 3,200 3,700 4,200 4,700
Base Price
Unit Size (SF)
Ivy Diamond Canyon The Courts Arbor Lombard Melrose Boulevard (Dublin Crossing) Detached

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 37
685
Exhibit I-3D
Price to Unit Size Relationship - All Products
Boulevard (Dublin Crossing) Versus Comparable Communities Dublin, CA
September 2023
SOURCE: RCLCO; Redfin
$750,000
$1,250,000
$1,750,000
$2,250,000
$2,750,000
$3,250,000
$3,750,000
1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000
Price
Unit Size (SF)
Boulevard (Dublin Crossing) Attached Boulevard (Dublin Crossing) Detached Iron Gate Resales Last Year Jordan Ranch Resales Past Year Dublin Resales Past Year 2005+

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 38
686
Exhibit I-4
CFD Sales Price Adjustments
Boulevard (Dublin Crossing) Comparable Communities
Dublin, CA
September 2023

PROJECT CITY

TOTAL TAX
RATE

DIFFERENCE FROM

SUBJECT SITE TAX

RATE VALUE

DIFFERENCE IN

ANNUAL PAYMENT
PER $100,000

PRESENT VALUE OF

PAYMENT

DIFFERENCE PER
$100,000 1 CFD ADJUSTMENT
Abbey Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Ivy Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Avalon Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Venice Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Lombard Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Melrose Dublin 1.80% 0.00% $100,000 $0 $0 0.0%
Grove San Ramon 1.25% -0.55% $100,000 ($550) ($4,000) -4.0% Arbor San Ramon 1.25% -0.55% $100,000 ($550) ($4,000) -4.0% Hillcrest San Ramon 1.33% -0.47% $100,000 ($467) ($3,400) -3.4% Diamond Canyon Pleasanton 1.13% -0.67% $100,000 ($671) ($4,800) -4.8% The Towns San Ramon 1.25% -0.55% $100,000 ($550) ($4,000) -4.0% The Courts San Ramon 1.25% -0.55% $100,000 ($550) ($4,000) -4.0% Proposed Boulevard (Dubln Crossing) Maximum Property Tax Rate 1.80% 1 Present Value of Payment Difference assumes a 6.5% discount rate and a 10-year hold period.

SOURCE: RCLCO

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 39
687
Exhibit I-5
Map of Selected Comparable New Home Communities
Dublin, CA
September 2023

MAP PRODUCT HOME BASE PRICE
KEY BUILDER TYPE SIZE TOTAL $/SF

SUBJECT SITE -- BOULEVARD (DUBLIN CROSSING)

BOULEVARD (DUBLIN CROSSING)
1 Abbey Brookfield 3 story towns 2,028 $1,180,623 $582
1 Ivy Brookfield SFD - 4 Pack Courts 2,614 $1,532,490 $586 1 Avalon Lennar Carriage Row Towns 2,068 $1,128,880 $546 1 Venice Lennar Attached Duets 2,375 $1,322,594 $557
1 Lombard Lennar SFD 2,583 $1,659,220 $642
1 Melrose Brookfield SFD 2,633 $1,595,323 $606

TWIN OAKS
2 Grove Toll Brothers Townhome 1,471 $1,177,495 $801
2 Arbor Toll Brothers SFD 2,838 $1,888,495 $665

THE PRESERVE
3 Hillcrest Lennar Townhome 2,228 $1,222,880 $549

CITY VILLAGE
4 The Towns SummerHill Homes Townhome 1,943 $1,193,750 $614 4 The Courts SummerHill Homes SFD 2,516 $1,766,667 $702

STANDALONE COMMUNITIES
5 Diamond Canyon Toll Brothers SFD 4,320 $3,814,995 $883 SOURCE: Google; New Home Source; Individual Community Websites; Sales Agent Interview; RCLCO

COMMUNITY

REAL ESTATE CONSULTING

EXHIBITS
City of Dublin | Market Pricing and Absorption Analysis | Proposed CFD for Boulevard (Dublin Crossing) Phase 5 R1-11558.09 | October 6, 2023 | 40
688
Exhibit I-6
Summary of Selected Comparable New Home Communities
Dublin, CA
September 2023

HOMES PRICING
MAP

KEY BUILDER FLOORPLAN TOTAL
SOLD/
UC
SALES
PACE/ MO. BEDS BATHS STORIES BASE PRICE BASE $/SF (INCENT.) NET BASE OPTIONS PREM. TOTAL AVG. HOA TAX RATE TOTAL PMT 1 Abbey Brookfield Average 60 49 8.2 2,028 $1,180,623 $581 $0 $1,177,657 $10,000 0.0% $1,187,657 $950,125 $5,100 $500 1.80% $7,382 Boulevard (Dublin Crossing)3 story towns Plan 1 22 17 3 2.5 3 1,804 $1,154,990 $640 $0 $1,154,990 $10,000 0.0% $1,164,990 $931,992 $5,003 $500 1.80% $7,251 5862 Silver Place Plan 2 22 18 4 3.5 3 2,178 $1,229,990 $565 $0 $1,229,990 $10,000 0.0% $1,239,990 $991,992 $5,325 $500 1.80% $7,685 Dublin, CA 94568 Plan 3 16 14 4 3.5 3 2,129 $1,147,990 $539 $0 $1,147,990 $10,000 0.0% $1,157,990 $926,392 $4,973 $500 1.80% $7,210 1 Ivy Brookfield Average 62 12 6.0 2,614 $1,532,490 $586 $0 $1,532,490 $25,000 0.0% $1,557,490 $1,245,992 $6,689 $330 1.80% $9,355 Boulevard (Dublin Crossing)SFD - 4 Pack Courts Plan 1 31 7 4 3.5 2+ 2,565 $1,524,990 $595 $0 $1,524,990 $25,000 0.0% $1,549,990 $1,239,992 $6,657 $330 1.80% $9,312 5862 Silver Place Plan 2 31 5 5 5 2+ 2,663 $1,539,990 $578 $0 $1,539,990 $25,000 0.0% $1,564,990 $1,251,992 $6,721 $330 1.80% $9,398 Dublin, CA 94568
1 Avalon Lennar Average 90 4 2.0 2,068 $1,128,880 $546 $0 $1,128,880 $0 0.0% $1,128,880 $903,104 $4,740 $322 1.80% $6,863 Boulevard (Dublin Crossing)Carriage Row Towns Plan 1 36 2 3 2.5 3 1,493 $951,880 $638 $0 $951,880 $0 0.0% $951,880 $761,504 $4,088 $322 1.80% $5,838 5699 Ironhorse Parkway Plan 2 36 0 4 3.5 3 2,254 $1,179,880 $523 $0 $1,179,880 $0 0.0% $1,179,880 $943,904 $5,067 $322 1.80% $7,159 Dublin, CA 94568 Plan 3 18 2 4 3.5 3 2,456 $1,254,880 $511 $0 $1,254,880 $0 0.0% $1,254,880 $1,003,904 $5,389 $322 1.80% $7,593 1 Lombard Lennar Average 100 59 3.8 2,583 $1,659,220 $642 $10,000 $1,649,220 $20,000 1.8% $1,699,039 $1,359,231 $7,297 $140 1.80% $9,985 Boulevard (Dublin Crossing)SFD Plan 1 9 9 4 3 3 2,384 $1,613,880 $677 $10,000 $1,603,880 $20,000 1.9% $1,653,694 $1,322,955 $7,102 $140 1.80% $9,722 6106 Romeo Street Plan 2 46 23 4 4 3 2,466 $1,633,880 $663 $10,000 $1,623,880 $20,000 1.8% $1,673,696 $1,338,957 $7,188 $140 1.80% $9,838 Dublin, CA 94568 Plan 3 22 13 5 4 3 2,700 $1,679,880 $622 $10,000 $1,669,880 $20,000 1.8% $1,719,701 $1,375,761 $7,385 $140 1.80% $10,105 Plan 4 23 14 5 4 3 2,785 $1,707,880 $613 $10,000 $1,697,880 $20,000 1.8% $1,747,704 $1,398,163 $7,506 $140 1.80% $10,267 1 Melrose Brookfield Average 75 57 3.4 2,633 $1,595,323 $606 $0 $1,595,323 $7,500 0.0% $1,602,823 $1,282,259 $6,883 $322 1.80% $9,610 Boulevard (Dublin Crossing)SFD Plan 1X 14 12 4 2.5 3 2,681 $1,530,990 $571 $0 $1,530,990 $7,500 0.0% $1,538,490 $1,230,792 $6,607 $322 1.80% $9,237 5862 Silver Place Plan 2 12 9 3 2.5 2+ 2,376 $1,527,990 $643 $0 $1,527,990 $7,500 0.0% $1,535,490 $1,228,392 $6,594 $322 1.80% $9,220 Dublin, CA 94568 Plan 5 6 5 4 3.5 3 3,049 $1,732,990 $568 $0 $1,732,990 $7,500 0.0% $1,740,490 $1,392,392 $7,475 $322 1.80% $10,407 Plan 1 12 12 3 3.5 2 2,094 $1,414,990 $676 $0 $1,414,990 $7,500 0.0% $1,422,490 $1,137,992 $6,109 $322 1.80% $8,565 Plan 3 20 9 4 3.5 2 2,589 $1,614,990 $624 $0 $1,614,990 $7,500 0.0% $1,622,490 $1,297,992 $6,968 $322 1.80% $9,724 Plan 4 11 10 4 3.5 2 3,009 $1,749,990 $582 $0 $1,749,990 $7,500 0.0% $1,757,490 $1,405,992 $7,548 $322 1.80% $10,506

COMMUNITY/

ADDRESS HOME SIZE (SF) MORTGAGE AMT

MORTGAGE
PMT

Page 1 of 2 ends

Dublin City CouncilNovember 7, 2023

Dublin City Council
November 7, 2023