Dublin City Council
November 7, 2023

November 07, 2023 Dublin City Council Regular Meeting Agenda 1

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

Regular Meeting of the

DUBLIN CITY COUNCIL

Tuesday, November 7, 2023 Location: City Council Chamber 100 Civic Plaza
Dublin, CA 94568

REGULAR MEETING 7:00 PM

Additional Meeting Procedures

This City Council meeting will be broadcast live on Comcast T.V. channel 28 beginning at 7:00 p.m. This meeting will also be livestreamed at www.tv30.org and on the City’s website at: https://dublin.ca.gov/ccmeetings

For the convenience of the City and as a courtesy to the public, members of the public who wish to offer comments electronically have the option of giving public comment via Zoom, subject to the following procedures:

□ Fill out an online speaker slip available at www.dublin.ca.gov. The speaker slip will be made available at 10:00 a.m. on Tuesday, November 7, 2023. Upon submission, you will receive Zoom link information from the City Clerk. Speakers slips will be accepted until the staff presentation ends, or until the public comment period on non-agenda items is closed.

□ Once connected to the Zoom platform using the Zoom link information from the City Clerk, the public speaker will be added to the Zoom webinar as an attendee and muted. The speaker will be able to observe the meeting from the Zoom platform.

□ When the agenda item upon which the individual would like to comment is addressed, the City Clerk will announce the speaker in the meeting when it is their time to give public comment. The speaker will then be unmuted to give public comment via Zoom.

□ Technical difficulties may occur that make the option unavailable, and, in such event, the meeting will continue despite the inability to provide the option.

1. CALL TO ORDER

1 November 07, 2023 Dublin City Council Regular Meeting Agenda 2

2. PLEDGE OF ALLEGIANCE

3. PRESENTATIONS AND PROCLAMATIONS

3.1 Presentation of the Diwali Proclamation
The City Council will present the Diwali proclamation.

STAFF RECOMMENDATION:

Present the proclamation.

Staff Report
Attachment 1 - Diwali Proclamation

4. PUBLIC COMMENT
At this time, the public is permitted to address the City Council on non-agendized items. Please step to the podium and clearly state your name for the record. COMMENTS SHOULD NOT EXCEED THREE (3) MINUTES. In accordance with State Law, no action or discussion may take place on any item not appearing on the posted agenda. The Council may respond to statements made or questions asked, or may request Staff to report back at a future meeting concerning the matter. Any member of the public may contact the City Clerk’s Office related to the proper procedure to place an item on a future City Council agenda. The exceptions under which the City Council MAY discuss and/or take action on items not appearing on the agenda are contained in Government Code Section 54954.2(b)(1)(2)(3).

5. CONSENT CALENDAR
Consent Calendar items are typically non-controversial in nature and are considered for approval by the City Council with one single action. Members of the audience, Staff or the City Council who would like an item removed from the Consent Calendar for purposes of public input may request the Mayor to remove the item.

5.1 Approval of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting Minutes
The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting.

Staff Report
Attachment 1 - October 13, 2023 Special City Council Meeting Minutes Attachment 2 - October 17, 2023 Regular City Council Meeting Minutes

5.2 Acceptance of Office of Traffic Safety Grant for Participation in the Selective Traffic Enforcement Program
The City Council will consider accepting a traffic safety grant for Dublin Police Services in relation to the City’s participation in the Selective Traffic Enforcement Program. This grant program supports best practices and strategies to address crashes involving alcohol and other primary collision factors.
2 November 07, 2023 Dublin City Council Regular Meeting Agenda 3

STAFF RECOMMENDATION:

Adopt the Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant.

Staff Report
Attachment 1 - Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant
Attachment 2 - Exhibit A to the Resolution - OTS STEP Grant Agreement

5.3 Approval of Plans and Specifications and Award of Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 The City Council will consider approving the plans and specifications and awarding a construction contract to C. Overaa & Co. for the Civic Center Rehabilitation Project. The project will convert three existing spaces on the second floor of City Hall into six spaces to better serve the current staffing needs.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122.

Staff Report
Attachment 1 - Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 Attachment 2 - CIP No. GI0122

5.4 Fiscal Year 2022 -23 4th Quarter Financial Review and Additional Special Designation of General Fund Reserves.

The City Council will receive a financial report on the fourth quarter of Fiscal Year 2022- 23 and consider amendments to the General Fund reserve designations.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 and confirm additional General Fund reserve designations as of June 30, 2023.

Staff Report
Attachment 1 - Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23
Attachment 2 - General Fund Summary FY 2022-23
Attachment 3 - General Fund Reserves Summary FY 2022-23

5.5 City Treasurer’s Informational Report of Investments for the Quarter Ending September 30, 2023
The City Council will receive an informational report of the City’s investments through the quarter ending September 30, 2023m including a monthly transaction ledger. The City’s investment portfolio for this period totaled $390,133,446 (market value) with an average market yield of 5.19%. As required by the Policy, the City Treasurer (Finance Director) affirms that the City is able to meet its expenditure requirements for the next six months.

STAFF RECOMMENDATION:

Receive the report.

Staff Report
3 November 07, 2023 Dublin City Council Regular Meeting Agenda 4

Attachment 1 - City of Dublin Investment Report for Period Ending September 30, 2023 Attachment 2 - Transaction Ledger - July through September 2023

5.6 Pancreatic Cancer Awareness Month Proclamation
The City Council will consider the Pancreatic Cancer Awareness Month proclamation.

STAFF RECOMMENDATION:

Approve the proclamation.

Staff Report
Attachment 1 - Pancreatic Cancer Awareness Month Proclamation

6. PUBLIC HEARING – None.

7. UNFINISHED BUSINESS

7.1 Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 and Approving Form of and Execution of Related Documents
The City Council will consider the fifth phase of special tax bond financing for Community Facilities District No. 2015-1 (Dublin Crossing) and the use of the bond sale proceeds to finance authorized public capital facilities and public capital facility impact fees. The item for consideration is a Resolution authorizing issuance of the 2023 special tax bonds and approving the forms and execution of related bond documents.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5; Approving the Form and Authorizing the Execution of a Fiscal Agent Agreement, a Purchase Contract and a Continuing Disclosure Certificate and Authorizing the Sale and Delivery of Special Tax Bonds Pursuant to Said Purchase Contract; Approving the Form and Delivery of a Preliminary Official Statement and the Preparation and Distribution of a Final Official Statement; and Approving Execution and Delivery of Other Documents and Taking of Actions as Necessary to Implement the Issuance, Sale and Delivery of the Bonds.

Staff Report
Attachment 1 - Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5
Attachment 2 - Fiscal Agent Agreement
Attachment 3 - City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2023 Purchase Contract.

Attachment 4 - Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1
Item 7.1 SB 343
Item 7.1 PowerPoint Presentation

4 November 07, 2023 Dublin City Council Regular Meeting Agenda 5

7.2 Potential Ballot Measures for March or November 2024 Based on direction given at the June 6, 2023 and August 15, 2023 City Council meetings, Staff was tasked with presenting proposed ballot measures for the March 5, 2024 Presidential Primary Election. Those proposed measures include a potential amendment to the Open Space Initiative of 2014 (the OSI) and to Mayor and City Council term limits.

The owner of the property that would be the subject of the proposed amendment to the OSI desires additional time for outreach and planning on such a ballot measure, and therefore Staff is not presenting a proposed measure to amend the OSI. Several proposed term limits measures are presented for the City Council’s consideration, which could be placed on either the March 5, 2024 or November 5, 2024 statewide elections.

STAFF RECOMMENDATION:

Deliberate and consider (a) doing nothing or (b) adopting, after determining whether to place the matter on the ballot for the March 5, 2024 Presidential Primary Election or the November 5, 2024 General Election, one of the six proposed resolutions calling an election.

Staff Report
Attachment 1 - Research on Term Limits Measures
Attachment 2 - Spectrum of Ballot Measure Questions
Attachment 3 - Resolution Calling Election on Option 1A Attachment 4 - Resolution Calling Election on Option 1B Attachment 5 - Resolution Calling Election on Option 2A Attachment 6 - Resolution Calling Election on Option 2B Attachment 7 - Resolution Calling Election on Option 3A Attachment 8 - Resolution Calling Election on Option 3B Item 7.2 SB 343

8. NEW BUSINESS – None.

9. CITY MANAGER AND CITY COUNCIL REPORTS
Brief information only reports from City Council and/or Staff, including committee reports and reports by City Council related to meetings attended at City expense (AB1234).

10. ADJOURNMENT

This AGENDA is posted in accordance with Government Code Section 54954.2(a)

If requested, pursuant to Government Code Section 54953.2, this agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12132) (ADA), and the federal rules and regulations adopted in implementation thereof. To make a request for disability-related modification or accommodation, please contact the City Clerk’s Office (925) 833-6650 at least 72 hours in advance of the meeting. Upon receiving a request, the City will swiftly resolve requests for reasonable accommodation for individuals with disabilities, consistent with the federal ADA, and resolve any doubt in favor of accessibility.

5 November 07, 2023 Dublin City Council Regular Meeting Agenda 6

Agenda materials that become available within 72 hours in advance of the meeting, and after publishing of the agenda, will be available at Civic Center, 100 Civic Plaza, and will be posted on the City’s website at www.dublin.ca.gov/ccmeetings.

Mission

The City of Dublin promotes and supports a high quality of life, ensures a safe and secure environment, fosters new opportunities, provides equity across all programs, and champions a culture of diversity and inclusion.

6 STAFF REPORT

CITY COUNCIL

Agenda Item 3.1
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Presentation of the Diwali Proclamation
Prepared by: Marissa Clevenger, Administrative Technician EXECUTIVE SUMMARY:

The City Council will present the Diwali proclamation.

STAFF RECOMMENDATION:

Present the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

November 12, 2023 will mark the annual occurrence of Diwali, a festival of lights celebrated in autumn of each year by Hindus, Sikhs, Jains, Buddhist, and others around the world. Diwali is celebrated by lighting the Diya, or oil lamp, which symbolizes dispelling darkness and bringing light into life with traditional offerings, rituals, and festivals. Diwali includes many traditions such as gathering with friends and family for community prayer, exchanging gifts, setting off fireworks, and decorating houses with colorful rangolis (decorative works of art created on the ground).

Diwali is also the Hindu New Year, and it is celebrated on the last day of the last month in the lunar calendar.

STRATEGIC PLAN INITIATIVE:

None.
7

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Diwali Proclamation
8 Attachment 1

A PROCLAMATION OF THE

CITY OF DUBLIN, CALIFORNIA
“Diwali – November 12, 2023”
WHEREAS, the City of Dublin, along with the nation, has been influenced by the extraordinary cultural, ethnic, linguistic, and religious diversity of its residents; and
WHEREAS, Diwali is celebrated in autumn of each year by Hindus, Sikhs, Jains, Buddhist, and others throughout the Bay Area and the World; and
WHEREAS, Diwali is a festival of lights which is celebrated by lighting the Diya, or oil lamp, which symbolizes dispelling darkness and bringing light into life with traditional offerings, rituals, and festivals; and WHEREAS, Diwali is also the beginning of the Hindu New Year, and it is celebrated on the last day of the last month in the lunar calendar; and
WHEREAS, for Hindus, Diwali is a celebration of good triumphing over evil, and light prevailing over darkness; and WHEREAS, Hindu Americans in the City of Dublin represent diverse ethnic backgrounds, including individuals of Indian, Pakistani, Bangladeshi, Malaysian, Indonesian, Afghan, Nepali, Bhutanese, Sri Lankan, Fijian, Caribbean, and European descent; and
WHEREAS, our diversity is one of our greatest strengths, and Dublin joins with all those around the world celebrating Diwali.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby proclaims November 12, 2023 as “Diwali” in the City of Dublin and encourages citizens to recognize the contributions of all Hindu, Sikhs, Jains, and Buddhists in all aspects of our vibrant economy and civic society.

DATED: November 7, 2023

Mayor Melissa Hernandez Vice Mayor Michael McCorriston
_______
Councilmember Sherry Hu Councilmember Jean Josey Councilmember Kashef Qaadri 9 STAFF REPORT

CITY COUNCIL

Agenda Item 5.1
EXECUTIVE SUMMARY:

The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The City Council will consider approval of the minutes of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) October 13, 2023 Special City Council Meeting Minutes 2) October 17, 2023 Regular City Council Meeting Minutes DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Approval of the October 13, 2023 Special City Council Meeting and October 17, 2023 Regular City Council Meeting Minutes
Prepared by: Marsha Moore, MMC, City Clerk
10 MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
Special Meeting: October 13, 2023

DUBLIN CITY COUNCIL MINUTES

SPECIAL MEETING
October 13, 2023
A Special Meeting of the Dublin City Council was held on Friday, October 13, 2023, in the Regional Meeting Room. The meeting was called to order at 10:30 AM, by Mayor Hernandez. 1) CALL TO ORDER AND PLEDGE OF ALLEGIANCE
Attendee Name Status
Melissa Hernandez, Mayor Present
Michael McCorriston, Vice Mayor Present
Jean Josey, Councilmember Present
Dr. Sherry Hu, Councilmember Present
Kashef Qaadri, Councilmember Present
2) PUBLIC COMMENT
None.
3) RETREAT, FACILITATED BY NANCY HETRICK OF BAKERTILLY:

The City Council participated in team building with facilitator Nancy Hetrick of Bakkertilly, along with City Manager Linda Smith, Assistant City Manager Colleen Tribby, and City Attorney John Bakker.

The City Council reviewed carryover items from their March 2023 Team Building Meeting, reflected on the City’s progress in achieving goals from the Two-Year Strategic Plan and received an update from Staff on the focus areas for the balance of the Strategic Plan Year, discussed and reviewed strategies for sustaining strong governance practices, discussed operating norms, reviewed the agenda format and process and provided direction to Staff for updates, and discussed engagement with commissions and committees.

Attachment 1
11 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
October 13, 2023
4) ADJOURNMENT
Mayor Hernandez adjourned the meeting at 2:15 p.m.

Mayor
ATTEST:

City Clerk
12 MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
Regular Meeting: October 17, 2023

DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
OCTOBER 17, 2023
Attachment 2
The following are minutes of the actions taken by the City of Dublin City Council. A full video recording of the meeting with the agenda items indexed and time stamped is available on the City’s website at:https://dublin.ca.gov/ccmeetings
REGULAR MEETING 7:00 PM
A Regular Meeting of the Dublin City Council was held on Tuesday, October 17, 2023, in the City Council Chamber. The meeting was called to order at 7:00 PM, by Mayor Hernandez. 1) CALL TO ORDER
Attendee Name Status
Melissa Hernandez, Mayor Present
Michael McCorriston, Vice Mayor Present
Jean Josey, Councilmember Present
Dr. Sherry Hu, Councilmember Present
Kashef Qaadri, Councilmember Present
2) PLEDGE OF ALLEGIANCE
3) ORAL COMMUNICATIONS

3.1) Certificate of Recognition of Council on American-Islamic Relations (CAIR) – San Francisco Bay Area
The City Council presented a certificate of recognition to the Council on American-Islamic Relations (CAIR) - San Francisco Bay Area.

3.2) Presentation of the World Polio Day Proclamation
The City Council presented the World Polio Day proclamation to the Rotary Club of Dublin.

3.3) Public Comment
Jeanine Gillengerten provided public comment.
13 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
OCTOBER 17, 2023
Shirley Lewandowski provided public comment.
4) CONSENT CALENDAR

4.1) Approved the October 3, 2023 Regular City Council Meeting Minutes.

4.2) Adopted Resolution No. 107-23 titled, “Approving an Addendum to the Mitigated Negative Declaration for the Iron Horse Nature Park and Open Space Project;” adopted Resolution No. 108-23 titled, “Approving the Plans and Specifications, Waiving a Minor Bid Irregularity, and Awarding a Contract to Goodfellow Bros.

California, LLC for the Iron Horse Nature Park and Open Space - Phase 1 Project, CIP No. PK0422;” and approved the budget change.

4.3) Received notification of the City Engineer’s receipt of the Final Maps for review for Tracts 8647, 8649, and 8650, Francis Ranch Neighborhoods 3, 5, and 6.

4.4) Waived the reading and adopted Ordinance No. 06-23 titled, “Amending the Zoning Map and Approving an Amended Planned Development Zoning District and Related Stage 1 and Stage 2 Development Plans for the Quarry Lane School.”

4.5) Adopted Resolution No. 109-23 titled, “Authorizing the Filing of an Application for Funding Assigned to MTC and Committing Any Necessary Matching Funds and Stating Assurances to Complete the Village Parkway Reconstruction and Complete Streets Project, CIP No. ST0323.”

4.6) Adopted Resolution No. 110-23 titled, “Approving a Second Amendment to the Energy Savings Performance Contract with Willdan Energy Solutions for the Citywide Energy Improvements Project, CIP No. GI0121.”

4.7) Received a report of payments issued from September 1, 2023 – September 30, 2023, totaling $6,125,063.78.

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

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Michael McCorriston, Vice Mayor
SECOND: Kashef Qaadri, Councilmember
AYES: Hernandez, McCorriston, Josey, Hu, Qaadri
5) WRITTEN COMMUNICATION – None.
14 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
OCTOBER 17, 2023
6) PUBLIC HEARING

6.1) Downtown Dublin Preferred Vision Implementation General Plan and Downtown Dublin Specific Plan Amendments
The City Council received a presentation regarding amendments to the General Plan and the Downtown Dublin Specific Plan to further implement the Downtown Dublin Preferred Vision approved by the City Council in 2019.

Mayor Hernandez opened the Public Hearing.

Tom Evans provided public comment.

Jeanine Gillengerten provided public comment.

Shirley Lewandowski provided public comment.

Mayor Hernandez closed the Public Hearing.

On a motion by Mayor Hernandez, seconded by Vice Mayor McCorriston, and by unanimous vote, the City Council continued the public hearing to a date uncertain.

RESULT: MOTION PASSED [UNANIMOUS]
MOVED BY: Melissa Hernandez, Mayor
SECOND: Michael McCorriston, Vice Mayor
AYES: Hernandez, McCorriston, Josey, Hu, Qaadri
Mayor Hernandez called for a recess at 9:02 PM.

Mayor Hernandez resumed the meeting at 9:10 PM.
7) UNFINISHED BUSINESS

7.1) Community Facilities District Formation
The City Council received a presentation regarding the initiation of proceedings to form a Community Facilities District at the East Ranch project location.

Mayor Hernandez opened the public comment period.

Upon receiving no public comment, Mayor Hernandez closed the public comment period.

On a motion by Councilmember Josey, seconded by Councilmember Hu, and by a three-to- two vote, the City Council adopted Resolution No. 111-23 titled, “Declaring Intention to Form a Community Facilities District and Levy Special Taxes in the City of Dublin 15 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
OCTOBER 17, 2023
Community Facilities District No. 2023-1 (East Ranch) to Finance Certain Public Services and the Acquisition and Construction of Certain Public Facilities in and for such Community Facilities District,” and Resolution No. 112 titled, “Declaring Intention to Incur Bonded Indebtedness to Finance the October 17, 2023 Dublin City Council Regular Meeting Agenda 6 Acquisition and Construction of Certain Public Facilities in and for City of Dublin Community Facilities District No. 2023-1 (East Ranch).” RESULT: ADOPTED [THREE TO TWO]
MOVED BY: Jean Josey, Councilmember
SECOND: Dr. Sherry Hu, Councilmember
AYES: Hernandez, Josey, Hu
NOES: McCorriston, Qaadri
8) NEW BUSINESS

8.1) MCE Corporation Economic Evaluation and Comparative Analysis The City Council received a report evaluating the City’s costs over a five-year period for maintenance services provided by MCE Corporation. In addition, the report included a comparative analysis related to the maintenance services in neighboring jurisdictions of Brentwood, Pleasanton, and San Ramon.
9) OTHER BUSINESS
The City Council and Staff provided brief information-only reports, including committee reports and reports by City Council related to meetings attended at City expense (AB1234).

By consensus, the City Council directed Staff to prepare a proclamation for Pancreatic Cancer Awareness Month.
10) ADJOURNMENT
Mayor Hernandez adjourned the meeting at 9:57 PM.

Mayor
ATTEST:

City Clerk
16 STAFF REPORT

CITY COUNCIL

Agenda Item 5.2
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Acceptance of Office of Traffic Safety Grant for Participation in the Selective Traffic Enforcement Program
Prepared by: Raelyn Miranda Administrative Aide
EXECUTIVE SUMMARY:

The City Council will consider accepting a traffic safety grant for Dublin Police Services in relation to the City’s participation in the Selective Traffic Enforcement Program. This grant program supports best practices and strategies to address crashes involving alcohol and other primary collision factors.

STAFF RECOMMENDATION:

Adopt the Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant.

FINANCIAL IMPACT:

New grant funds awarded after the adoption of the Fiscal Year 2023-24 Budget are detailed in the table below. The eligible expenses are limited to reimbursement of Police Services’ overtime costs which are associated with grant program activities. Costs associated with the administration of the program will be absorbed within the current budget and will be included in the Fiscal Year 2024- 25 budget proposal.

Fiscal Year Expenditure Period Grant Revenue
2023-24 (10/01/2023 -06/30/2024) $50,000
2024-25 (07/01/2024 -09/30/2024) $31,000
TOTAL GRANT AWARD $81,000
17

DESCRIPTION:

The California Office of Traffic Safety (OTS) is awarding grant funds for its Selective Traffic Enforcement Program (STEP), using best practice strategies shown to reduce traffic collisions.

Office of Traffic Safety funding is based on the federal fiscal year beginning October 1 of each year, and Dublin Police Services has been awarded and has administered similar grants in the past.

The California OTS recently awarded Dublin Police Services a STEP grant in the amount of $81,000 to cover overtime costs, supplies, and training for special traffic enforcement such as DUI saturation patrols and other related strategies. The funding will cover activities at two DUI checkpoints, 19 DUI saturation patrols, and 12 Traffic Enforcement operations including distracted driving enforcement that targets drivers using handheld cell phones and traffic safety educational presentations.

This program will also develop a “Hot Sheet” program to notify patrol and traffic officers to be on the lookout for identified repeat Driving Under the Influence (DUI) offenders with suspended or revoked licenses. There will also be DUI checkpoint operations, patrols focused on distracted driving enforcement, traffic safety education operations, and collaborative enforcement efforts with Livermore and Pleasanton Police Departments. Each of these traffic operations will be conducted to make the streets of Dublin safer for all pedestrians and motorists. The STEP grant will also seek voluntary compliance of traffic laws by generating publicity throughout the grant period.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Accepting the Office of Traffic Safety Selective Traffic Enforcement Program Grant 2) Exhibit A to the Resolution - OTS STEP Grant Agreement 18 Attachment 1
Reso. No. XX-23 Item X.X, Adopted XX/XX/2023 Page 1 of 2 RESOLUTION NO. XX – 23

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

ACCEPTING THE OFFICE OF TRAFFIC SAFETY SELECTIVE TRAFFIC ENFORCEMENT

PROGRAM GRANT
WHEREAS, injuries and fatalities resulting from traffic collisions are frequently caused by preventable factors such as driver impairment; and
WHEREAS, On July 14, 2023, a Grant Agreement with the State of California Office of Traffic Safety was awarded to conduct a multi-year Selective Traffic Enforcement Program (STEP); and
WHEREAS, the City was advised after the adoption of the Fiscal Year 2023-24 Budget of the award of $81,000 to be made under the STEP Grant; and WHEREAS, the total award for the STEP Grant will span Fiscal Years 2023-24 and 2024-25 as described in the Staff Report presented to the City Council on November 7, 2023; and
WHEREAS, the enforcement grant is dedicated to reducing the number of fatal and injury traffic collisions by funding supplemental saturation patrols as well as providing for additional public safety awareness activities; and
WHEREAS, the City Council of the City of Dublin has agreed DUI enforcement, distracted driving enforcement, seat belt enforcement, and awareness are important elements in improving overall public safety.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin confirms the Grant Agreement with the State of California Office of Traffic Safety attached hereto as Exhibit A.

BE IT FURTHER RESOLVED that the City Council accepts the grant award of $81,000. {Signatures on the following page}
19 Reso. No. XX-23 Item X.X, Adopted XX/XX/2023 Page 2 of 2 PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
20 9/25/2023 7:51:48 AM Page 1 of 18
State of California Office of Traffic Safety

GRANT AGREEMENT

GRANT NUMBER
PT24059

1. GRANT TITLE
Selective Traffic Enforcement Program (STEP)

2. NAME OF AGENCY 3. Grant Period
Dublin From:

To:
10/01/2023
09/30/20244. AGENCY UNIT TO ADMINISTER GRANT
Dublin Police Department

5. GRANT DESCRIPTION
Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary crash factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary crash factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and pedestrian crashes, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect.

6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $81,000.00

7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement:

Schedule A Problem Statement, Goals and Objectives and Method of Procedure Schedule B Detailed Budget Estimate and Sub-Budget Estimate (if applicable) Schedule B-1 Budget Narrative and Sub-Budget Narrative (if applicable) Exhibit A Certifications and Assurances
Exhibit B* OTS Grant Program Manual
Exhibit C Grant Electronic Management System (GEMS) Access *Items shown with an asterisk (*), are hereby incorporated by reference and made a part of this agreement as if attached hereto.

These documents can be viewed at the OTS home web page under Grants: www.ots.ca.gov.

We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

8. Approval Signatures
A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL
NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

William Chase
Sergeant
[email protected]
(925) 556-4562
6361 Cark Avenue
Dublin, CA 94568
ADDRESS: Nathan Schmidt
Chief of Police
[email protected]
(925) 833-6685
6361 Clark Avenue
Dublin, CA 94568
{{_es_signer2_signature}} {{_es_signer2_date}} {{_es_signer4_signature}} {{_es_signer4_date}} (Signature) (Date) (Signature) (Date)
C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY ADDRESS: Jay Baksa
Finance Director
[email protected]
(925) 833-6648
100 Civic Plaza
Dublin, CA 94568
ADDRESS: Barbara Rooney
Director
[email protected]
(916) 509-3030
2208 Kausen Drive, Suite 300
Elk Grove, CA 95758
{{_es_signer3_signature}} {{_es_signer3_date}} {{_es_signer6_signature}} {{_es_signer6_date}} (Signature) (Date) (Signature) (Date)
Attachment 2
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E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY9. SAM INFORMATIONNAME: Carolyn Vu SAM #:REGISTERED ADDRESS: CITY: ZIP+4: H7R6FXBY88V5100 Civic Plaza Dublin CA 94568 Dublin 94568-7735 ADDRESS: 2208 Kausen Drive, Suite 300Elk Grove, CA 95758 10.PROJECTED EXPENDITURES FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED EXPENDITURES 164AL-24.1 20.608 0521-0890-101 2022 43/22 BA/22 $17,000.00 402PT-24.1 20.600 0521-0890-101 2022 43/22 BA/22 $10,540.00 164AL-24 20.608 0521-0890-101 2023 12/23 BA/23 $33,000.00 402PT-24 20.600 0521-0890-101 2023 12/23 BA/23 $20,460.00 AGREEMENT TOTAL $81,000.00 AMOUNT ENCUMBERED BY THIS DOCUMENT I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above. $81,000.00 PRIOR AMOUNT ENCUMBERED FOR THIS AGREEMENT $ 0.00 OTS DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE {{_es_signer5_signature}} {{_es_signer5_date}} $81,000.00 22 9/25/2023 7:51:48 AM Page 3 of 18
State of California Office of Traffic SafetyGRANT AGREEMENT Schedule A GRANT NUMBERPT24059 1. PROBLEM STATEMENT The City of Dublin is a city with a residential population of 71,674 as of 07/01/21. The U.S Census Bureau ranked the City of Dublin as the third fastest growing city with a population over 30,000 by percentage in California over the past ten years! In addition, Dublin is the number one fastest growing city by percentage in the entire 9-county San Francisco Bay Area. Through a growing light industry, existing retail business, and planned future residential, retail, and commercial development, the day-time population of Dublin can increase by over 85%. The City of Dublin currently has 126 miles of roadway, with more being planned. The vehicular traffic in Dublin can increase to 115,000 vehicles coming in-and-out of the city on an average day. There are four major roadways thru Dublin which allow for a high volume of vehicular traffic during all hours from the neighboring cities of San Ramon, Pleasanton, and Livermore. All three of these cities are growing as fast, if not faster, than Dublin with retail, commercial, and residential development. Dublin is bordered on the south by Interstate 580 and on the west with Interstate 680 running north and south thru Dublin. Due to the increasing volume of traffic crashes are on the rise while staffing levels remain stagnant. In 2022, the Dublin Police Services (DPS) saw an increase of 14% percent in reported traffic crashes with a total of 423. This increase includes a total of 132 persons injured in 2022. Dublin Police also saw an increase in injury crash and DUI related crashes from 2021 to 2022. the Primary Crash Factor increased from 71 in 2021 to 88 in 2022, this is a 21 percent increase. These number have been increasing since post pandemic roadway travel has not only returned, but there visibility more vehicles traveling on roadways in the City of Dublin daily. With the support from OTS, the DPS Traffic Unit will effectively and systemically address some of the concerns associated with the rise in injury and DUI related crashes in the City of Dublin. There will be targeted enforcement for speed violators, distracted driving violators, and the apprehension of impaired drivers. Dublin Police will conduct 2 DUI Checkpoints with the City, which will bring community awareness and education about DUI related crimes. These targeted enforcement engagements should have a significate The DPS Traffic Unit is staffed with four Traffic Officers and one Sergeant. With the assistance of OTS funding, the DPS Traffic Units will aggressively address driving problems during the hours which they most occur. The Traffic Unit will also address other major primary crash factors. The normal day-to-day Traffic Unit objective will continue without interruption. In closing, the Dublin Traffic Unit with collaborate with surrounding Alameda County agencies, specifically within the Tri-Valley Cities of Livermore, Pleasanton, and Dublin to address staffing shortages to conduct enforcement operations. 2. PERFORMANCE MEASURES A. Goals: 1. Reduce the number of persons killed in traffic crashes. 2. Reduce the number of persons injured in traffic crashes. 3. Reduce the number of pedestrians killed in traffic crashes. 4. Reduce the number of pedestrians injured in traffic crashes. 5. Reduce the number of bicyclists killed in traffic crashes. 6. Reduce the number of bicyclists injured in traffic crashes. 7. Reduce the number of persons killed in alcohol-involved crashes. 8. Reduce the number of persons injured in alcohol-involved crashes. 9. Reduce the number of persons killed in drug-involved crashes. 10. Reduce the number of persons injured in drug-involved crashes. 11. Reduce the number of persons killed in alcohol/drug combo-involved crashes. 23 9/25/2023 7:51:48 AM Page 4 of 18

12. Reduce the number of persons injured in alcohol/drug combo-involved crashes. 13. Reduce the number of motorcyclists killed in traffic crashes.14. Reduce the number of motorcyclists injured in traffic crashes.15. Reduce hit & run fatal crashes. 16. Reduce hit & run injury crashes.17. Reduce nighttime (2100 - 0259 hours) fatal crashes. 18. Reduce nighttime (2100 - 0259 hours) injury crashes. B. Objectives: Target Number 1. Issue a press release announcing the kick-off of the grant by November 15. The kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at [email protected], and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release. 1 2. Participate and report data (as required) in the following campaigns; Quarter 1: National Walk to School Day, National Teen Driver Safety Week, NHTSA Winter Mobilization; Quarter 3: National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Bicycle Safety Month, National Click it or Ticket Mobilization; Quarter 4: NHTSA Summer Mobilization, National Child Passenger Safety Week, and California's Pedestrian Safety Month. 10 3. Develop (band traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated DUI BOLOs should be distributed to patrol and traffic officers monthly. 12 4. Send law enforcement personnel to the NHTSA Standardized Field Sobriety Testing (SFST) (minimum 16 hours) POST-certified training. 2 5. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired Driving Enforcement (ARIDE) 16 hour POST-certified training. 2 6. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 1 7. Send law enforcement personnel to the DRE Recertification training. 1 8. Send law enforcement personnel to SFST Instructor training. 1 9. Conduct DUI/DL Checkpoints. A minimum of 1 checkpoint should be conducted during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUI/DL checkpoints, departments should issue press releases that mention DL's will be checked at the DUI/DL checkpoint. Signs for DUI/DL checkpoints should read "DUI/Driver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre-approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUI/DL Checkpoint screeners should be DRE- or ARIDE-trained. 2 10. Conduct DUI Saturation Patrol operation(s). 19 11. Conduct Traffic Enforcement operation(s), including but not limited to, primary crash factor violations. 12 12. Conduct highly publicized Distracted Driving enforcement operation(s) targeting drivers using hand held cell phones and texting. 4 13. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in areas or during events with a high number of pedestrian and/or bicycle crashes resulting from violations made by pedestrians, bicyclists, and drivers. 4 14. Conduct Traffic Safety educational presentation(s) with an effort to reach community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety. 2 15. Participate in highly visible collaborative DUI Enforcement operations. 4 16. Participate in highly visible collaborative Traffic Enforcement operations. 3 17. Send law enforcement personnel to DUI Checkpoint Planning and Management training. 1 24 9/25/2023 7:51:48 AM Page 5 of 18

3.METHOD OF PROCEDUREA. Phase 1 Program Preparation (1st Quarter of Grant Year) outlined in the objectives section.All training needed to implement the program should be conducted in the first quarter. All grant related purchases needed to implement the program should be made in the first quarter. dress, DOB, description, current license status, and the number of times suspended or revoked for DUI. DUI BOLOs should be updated and distributed to traffic and patrol officers at least monthly. Implementation of the STEP grant activities will be accomplished by deploying personnel at high crash locations. Media Requirements Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO. B. Phase 2 Program Operations (Throughout Grant Year) The department will work to create media opportunities throughout the grant period to call attention to the innovative program strategies and outcomes. Media Requirements The following requirements are for all grant-related activities: Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant-related activities to the OTS PIO at [email protected] for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated. The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator. Pre-approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material. However, copy the OTS PIO at [email protected] and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public. If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at [email protected] for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated. Press releases, social media posts and alerts on platforms such as NextDoor and Nixle reporting immediate and time-sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant-related activity is happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.). Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at [email protected] and your Coordinator with embargoed date and time or with 25 9/25/2023 7:51:48 AM Page 6 of 18
Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at [email protected] for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date. Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant-related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval. Submit a draft or rough-cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective) to the OTS PIO at [email protected] and copy your OTS Coordinator for approval prior to the production or duplication. Use the following standard language in all press, media, and printed materials, space permitting: Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration. Space permitting, include the OTS logo on all grant-funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format-appropriate logos, or if space does not permit the use of the OTS logo. Email the OTS PIO at [email protected] and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant-related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event. If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grant-related event or program. Media and program highlights are to be reflected in QPRs. Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year. Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted. C. Phase 3 Data Collection & Reporting (Throughout Grant Year) 1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30) 2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30) Collect and report quarterly, appropriate data that supports the progress of goals and objectives. Provide a brief list of activity conducted, procurement of grant-funded items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments. Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities. Collect, analyze and report statistical data relating to the grant goals and objectives. 4. METHOD OF EVALUATION the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed. 5. ADMINISTRATIVE SUPPORT This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion. 26 9/25/2023 7:51:48 AM Page 7 of 18
State of California Office of Traffic SafetyGRANT AGREEMENT Schedule B GRANT NUMBERPT24059 FUND NUMBERCATALOG NUMBER (CFDA) FUND DESCRIPTIONTOTAL AMOUNT164AL-24 20.608 Minimum Penalties for Repeat Offenders for Driving While Intoxicated $50,000.00 402PT-24 20.600 State and Community Highway Safety $31,000.00 COST CATEGORY FUND NUMBER UNIT COST OR RATE UNITS TOTAL COST TO GRANT A.PERSONNEL COSTS Straight Time $0.00 Overtime DUI/DL Checkpoints 164AL-24 $12,178.53 2 $24,357.00 DUI Saturation Patrols 164AL-24 $936.81 19 $17,799.00 Collaborative DUI Enforcement 164AL-24 $936.81 4 $3,747.00 Traffic Enforcement 402PT-24 $936.81 12 $11,242.00 Distracted Driving 402PT-24 $936.81 4 $3,747.00 Pedestrian and Bicycle Enforcement 402PT-24 $936.81 4 $3,747.00 Traffic Safety Education 402PT-24 $936.81 2 $1,874.00 Collaborative Traffic Enforcement 402PT-24 $936.81 3 $2,810.00 Category Sub-Total $69,323.00 B.TRAVEL EXPENSES In State Travel 402PT-24 $4,880.00 1 $4,880.00 $0.00 Category Sub-Total $4,880.00 C.CONTRACTUAL SERVICES $0.00 Category Sub-Total $0.00 D.EQUIPMENT $0.00 Category Sub-Total $0.00 E. OTHER DIRECT COSTS DUI Checkpoint Supplies 164AL-24 $4,097.00 1 $4,097.00 Lidar Device 402PT-24 $2,700.00 1 $2,700.00 Category Sub-Total $6,797.00 F.INDIRECT COSTS $0.00 Category Sub-Total $0.00 GRANT TOTAL $81,000.00 27 9/25/2023 7:51:48 AM Page 8 of 18
State of California Office of Traffic SafetyGRANT AGREEMENT Schedule B-1GRANT NUMBERPT24059 BUDGET NARRATIVE PERSONNEL COSTS DUI/DL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Collaborative DUI Enforcement - Overtime for grant funded Collaborative DUI Enforcement operations conducted by appropriate department personnel Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel. Traffic Safety Education - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel. Collaborative Traffic Enforcement - Overtime for grant funded Collaborative Traffic Enforcement operations conducted by appropriate department personnel TRAVEL EXPENSES In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include the California Traffic Safety Summit (November 7-8, 2023 in Orange County) and the OTS Traffic Safety Law Enforcement Forum. All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds. CONTRACTUAL SERVICES -EQUIPMENT -OTHER DIRECT COSTS DUI Checkpoint Supplies - On-scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, reflective banners, electronic flares, PAS Device/Calibration Supplies, heater, propane for heaters, fan, anti-fatigue mats, and canopies. Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. Each item must have a unit cost of less than $5,000 (including tax and shipping). Lidar Device - Light detection and ranging device used to measure the speed of motor vehicles. This device will be used for speed enforcement. Costs may include lidar devices, batteries, tax, and shipping. INDIRECT COSTS -STATEMENTS/DISCLAIMERS Program Income default statement: There will be no program income generated from this grant. Enforcement Grant Quota Disclaimer:
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enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under. 29 9/25/2023 7:51:48 AM Page 10 of 18
State of California Office of Traffic SafetyGRANT AGREEMENT Exhibit A GRANT NUMBERPT24059 Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 or Section 1906, Public Law 109-59, as amended by Section 25024, Public Law 117-58) The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies, and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following: GENERAL REQUIREMENTS The State will comply with applicable statutes and regulations, including but not limited to: 23 U.S.C. Chapter 4Highway Safety Act of 1966, as amended; Sec. 1906, Public Law 109-59, as amended by Sec. 25024, Public Law 117-58; 23 CFR part 1300Uniform Procedures for State Highway Safety Grant Programs; 2 CFR part 200Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; 2 CFR part 1201Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. NONDISCRIMINATION (applies to all subrecipients as well as States) The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of TransportationEffectuation of Title VI of the Civil Rights Act of 1964); 28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age); The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition aid recipients, subrecipients and contractors, whether such programs or activities are Federally-funded or not); Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38; Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (preventing discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP)); Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation). The preceding statutory and GENERAL ASSURANCES 30 9/25/2023 7:51:48 AM Page 11of 18
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted.SPECIFIC ASSURANCESMore specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:1. 49 CFR part 21will be (with regard to anfacilitated,in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.2.The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source:U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin3.The Recipient will insert the clauses of appendix A and E of this Assurance (also referred in every contract or agreement subject to the Acts and the Regulations.4.The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in anydeed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.5.That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurancewill extend to the entire facility and facilities operated in connection therewith.6.That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or aninterest in real property, the Assurance will extend to rights to space on, over, or under such property.7.That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:a.for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; andb.for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.8.That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:a.the period during which the property is used for a purpose for which the Federal financial assistance is extended,or for another purpose involving the provision of similar services or benefits; orb.the period during which the Recipient retains ownership or possession of the property.9.The Recipient will provide for such methods of administration for the program as are found by the Secretary ofTransportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.10.The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub-recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review 31 9/25/2023 7:51:48 AM Page 12 of 18
upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient. THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103) The Subgrantee will provide a drug-free workplace by: a.Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b.Establishing a drug-free awareness program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. The grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation, and employee assistance programs; 4. The penalties that may be imposed upon employees for drug violations occurring in the workplace; 5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a); c.Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will 1. Abide by the terms of the statement; 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction; d.Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction; e.Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted 1. Taking appropriate personnel action against such an employee, up to and including termination; 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; f.Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above. POLITICAL ACTIVITY (HATCH ACT) (applies to all subrecipients as well as States) The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. CERTIFICATION REGARDING FEDERAL LOBBYING (applies to all subrecipients as well as States) CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, with its instructions; 3.The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 32 9/25/2023 7:51:48 AM Page 13 of 18
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. RESTRICTION ON STATE LOBBYING (applies to subrecipients as well as States) None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities th one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION (applies to all subrecipients as well as States) INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES) 1.By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2.The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3.The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment. 4.The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5.The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. 6.The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7.The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled Ineligibility and Voluntary ExclusionLower Tier Covered provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 8.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/). 9.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERSPRIMARY TIER COVERED TRANSACTIONS 33 9/25/2023 7:51:48 AM Page 14 of 18

1.The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals: a.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excludedfrom participating in covered transactions by any Federal department or agency;b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2.Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal. INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION 1.By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200. 2.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. 3.The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4.The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations. 5.The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6.The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled Ineligibility and Voluntary Exclusion tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200. 7.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website ( https://www.sam.gov/). 8.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9.Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSIONLOWER TIER COVERED TRANSACTIONS 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 34 9/25/2023 7:51:48 AM Page 15 of 18

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. BUY AMERICA (applies to subrecipients as well as States) The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation. CERTIFICATION ON CONFLICT OF INTEREST (applies to subrecipients as well as States) GENERAL REQUIREMENTS No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward. Based on this policy: 1.The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents. a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations. 2.The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct. DISCLOSURE REQUIREMENTS No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities. Based on this policy: 1.The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict. 2.NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict. 3.Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization. PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States) The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists. 35 9/25/2023 7:51:48 AM Page 16 of 18
POLICY ON SEAT BELT USEIn accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references. POLICY ON BANNING TEXT MESSAGING WHILE DRIVING In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company-owned or rented vehicles, Government-owned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving. 36 9/25/2023 7:51:48 AM Page 17 of 18
INSTRUCTIONS FOR ADDING OR UPDATING GEMS USERS 1. Each agency is allowed a total of FIVE (5) GEMS Users. 2. GEMS Users listed on this form will be authorized to login to GEMS to complete and submit Quarterly Performance Reports (QPRs) and reimbursement claims. 3. Complete the form if adding, removing or editing a GEMS user(s). 4. The Grant Director must sign this form and return it with the Grant Agreement. CURRENT GEMS USER(S) 1. William Chase Title: Sergeant Media Contact: Yes Phone: (925) 556-4562 Email: [email protected] 2. Raelyn Miranda Title: Administrative Aide Media Contact: No Phone: (925) 556-4580 Email: [email protected] 3. Kevin Monaghan Title: Lieutenant Media Contact: Yes Phone: (925) 556-4562 Email: [email protected] 4. Nathan Schmidt Title: Chief of Police Media Contact: Yes Phone: (925) 833-6685 Email: [email protected] State of California Office of Traffic SafetyOTS-55 Grant Electronic Management System (GEMS) AccessExhibit C GRANT NUMBERPT24059 GRANT DETAILS Grant Number: PT24059 Agency Name: Dublin Police Department Grant Title: Selective Traffic Enforcement Program (STEP) Agreement Total: $81,000.00 Authorizing Official: Nathan Schmidt Fiscal Official: Jay Baksa Grant Director: William Chase 37 9/25/2023 7:51:48 AM Page 18 of 18
Complete the below information if adding, removing or editing a GEMS user(s) GEMS User 1Add/Change {{[]c11_es_:signer1}} Remove Access {{[] c12_es_:signer1}} Add as a media contact? Yes {{[]c1_es_:signer1}} No{{[]c2_es_:signer1}} {{UserName1_es_:signer1 }} {{UserTitle1_es_:signer1 }} Name Job Title {{UserEmail1_es_:signer1 }} {{UserPhone1_es_:signer1 }} Email address Phone number GEMS User 2 Add/Change {{[]c13_es_:signer1}} Remove Access {{[]c14_es_:signer1}} Add as a media contact? Yes {{[]c3_es_:signer1}}No {{[]c4_es_:signer1}} {{UserName2_es_:signer1 }} {{UserTitle2_es_:signer1 }} Name Job Title {{UserEmail2_es_:signer1 }} {{UserPhone2_es_:signer1 }} Email address Phone number GEMS User 3 Add/Change {{[]c15_es_:signer1}} Remove Access {{[]c16_es_:signer1}} Add as a media contact? Yes {{[]c5_es_:signer1}}No {{[]c6_es_:signer1}} {{UserName3_es_:signer1 }} {{UserTitle3_es_:signer1 }} Name Job Title {{UserEmail3_es_:signer1 }} {{UserPhone3_es_:signer1 }} Email address Phone number GEMS User 4 Add/Change {{[]c17_es_:signer1}} Remove Access {{[]c18_es_:signer1}} Add as a media contact? Yes {{[]c8_es_:signer1}}No {{[]c7_es_:signer1}} {{UserName4_es_:signer1 }} {{UserTitle4_es_:signer1 }} Name Job Title {{UserEmail4_es_:signer1 }} {{UserPhone4_es_:signer1 }} Email address Phone number GEMS User 5 Add/Change {{[]c19_es_:signer1}} Remove Access {{[]c20_es_:signer1}} Add as a media contact? Yes {{[]c9_es_:signer1}}No {{[]c10_es_:signer1}} {{UserName5_es_:signer1 }} {{UserTitle5_es_:signer1 }} Name Job Title {{UserEmail5_es_:signer1 }} {{UserPhone5_es_:signer1 }} Email address Phone number Form completed by: {{Sig_es_:signer1:signature}} Date: {{Dte1_es_:signer1:date}} As a signatory I hereby authorize the listed individual(s) to represent and have GEMS user access. {{Sig_es_:signer2:signature}} {{Name1_es_:signer2:fullname }} Signature Name {{Dte2_es_:signer2:date}} Grant Director Date Title 38 39
40 STAFF REPORT

CITY COUNCIL

Agenda Item 5.3
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Approval of Plans and Specifications and Award of Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 Prepared by: Michael Boitnott, Capital Improvement Program Manager EXECUTIVE SUMMARY:

The City Council will consider approving the plans and specifications and awarding a construction contract to C. Overaa & Co. for the Civic Center Rehabilitation Project. The project will convert three existing spaces on the second floor of City Hall into six spaces to better serve the current staffing needs.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122.

FINANCIAL IMPACT:

As approved in the 2022-2027 Capital Improvement Program (CIP), the total budget for the Civic Center Rehabilitation Project is $2,236,730, which funds multiple rehabilitation and renovation projects in the Civic Center, including the planned modifications to the second floor. The proposal submitted by C. Overaa & Co. for the work on the second floor is $298,702. Staff recommends a $60,000 construction contingency to facilitate change orders for unforeseen construction issues, bringing the total potential construction cost to $358,702. Sufficient funds are available in the approved budget for project.

DESCRIPTION:

The 2022-2027 Capital Improvement Program (CIP) includes the Civic Center Rehabilitation Project, CIP No. GI0122 (Attachment 2). This project provides for various improvements to the Civic Center, including the design and construction to reconfigure three existing spaces into six spaces on the second floor of City Hall. The existing file room will be divided into two spaces that can be configured as either offices or smaller meeting rooms. An existing conference room will be 41

reconfigured into an office and a small meeting space. The existing storage room will be reduced to create a copier and printer alcove.

Original Bid Process
The City of Dublin issued the bid package for the City Hall renovation on July 10, 2023. Ten contractors attended the first pre-bid meeting on July 20, 2023, and eight contractors attended the second pre-bid meeting on July 26, 2023. On August 15, 2023, the City of Dublin held the public bid opening for the project, and no bids were received.

Negotiated Process
In accordance with California Public Contract Code, Division 2, Part 3, Chapter 1 - Local Agency Public Construction Act, Section 20166, if no bids are received, the City has met the competitive bidding requirements and may have the project done without further complying with the Local Agency Public Construction Act. Because several contractors attended the pre-bid meetings, yet no contractors submitted bids, Staff proceeded with contacting capable contractors to solicit and negotiate a proposal for project construction.

Staff reached out to three contractors that have worked for the City of Dublin recently. Two contractors submitted responded, with proposals of $298,702 and $324,800 to perform the work.

Staff reviewed the proposals, checked references and necessary licenses, and recommends that the City Council award the project construction contract to C. Overaa & Co. as the lowest responsive proposer.

To facilitate the approval of contract change orders and avoid construction delays, it is requested that the City Manager be authorized to approve change orders up to the contingency amount of $60,000. The resolution will authorize this change as it relates to the project. If the construction contract is awarded to C. Overaa & Co., Staff expects work to begin in December 2023 and to be completed in spring 2024.

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

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted. A courtesy copy of this report was sent to C. Overaa & Co.

ATTACHMENTS:
1) Resolution Approving the Plans and Specifications and Awarding a Contract to C. Overaa & Co. for the Civic Center Rehabilitation Project, CIP No. GI0122 2) CIP No. GI0122
42 Attachment 1
Reso. No. XX-23, Item X.X, Adopted 11/07/23 Page 1 of 2 RESOLUTION NO. XX - 23

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
APPROVING THE PLANS AND SPECIFICATIONS AND AWARDING A CONTRACT TO C.

OVERAA & CO. FOR THE CIVIC CENTER REHABILITATION PROJECT, CIP NO. GI0122 WHEREAS, the design team has completed the plans and specifications for the City Hall 2nd Floor Renovation portion of the Civic Center Rehabilitation Project, CIP No. GI0122, (Project) which will renovate three existing spaces on the second floor of City Hall into six spaces, as further described in the plans and specifications for the Project on file with the Office of the Public Works Director; and
WHEREAS, in accordance with the Dublin Municipal Code, California Public Contract Code and other applicable laws, City Staff solicited competitive bids for the Project; and WHEREAS, the City of Dublin, received no competitive bids on at 2:00 PM on August 15, 2023, which was the time and date that competitive bids were due and would be publicly opened and read aloud in City Hall for the Project; and
WHEREAS, in accordance with the California Public Contract Code, Local Agency Public Construction Act, the City of Dublin met the competitive bidding requirements and may have the project done without further complying with the Local Agency Public Construction Act; and WHEREAS, the City of Dublin solicited proposals for construction of the Project from three capable contractors that have previously completed construction work for the City of Dublin; and WHEREAS, the City of Dublin received proposals from two of the capable contractors.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves the Plans and Specifications for the City Hall 2nd Floor Renovation Project.

BE IT FURTHER RESOLVEDthat the City Council of the City of Dublin does hereby award the Contract for the Project to C. Overaa & Co. at a base price of two-hundred ninety-eight thousand seven-hundred two dollars and zero cents ($298,702.00).

BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby authorize the City Manager or designee to approve Project Contract Change Orders based on the appropriated funds designated for the Project up to the contingency amount of sixty thousand dollars and zero cents ($60,000.00).

BE IT FURTHER RESOLVED that the City Manager or designee is authorized to execute the Construction Agreement for the City Hall 2 nd Floor Renovation Project with C. Overaa & Co and make any necessary, non-substantive changes to carry out the intent of this Resolution.

PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote:
43 Reso. No. XX-23, Item X.X, Adopted 11/07/23 Page 2 of 2 AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
44 Number GI0122 Program GENERAL
PRIOR
YEARS
2022-2023
BUDGET 2023-2024 2024-2025 2025-2026 2026-2027
FUTURE

YEARS TOTALS
9100 $5,594 $49,586 $24,960 $ 80,140
9200 $30,404 $373,306 $107,880 $100,000 $611,590
9400 $875,000 $550,000 $100,000 $1,525,000
9500 $10,000 $5,000 $5,000 $20,000
$35,998 $1,307,892 $687,840 $205,000 $2,236,730
PRIOR
Y
EARS
2022-2023
BUDGET 2023-2024 2024-2025 2025-2026 2026-2027
FUTURE

YEARS TOTALS
1101 $35,998 $1,307,892 $687,840 $205,000 $
2,236,730
$35,998 $1,307,892 $687,840 $205,000 $2,236,730

ANNUAL OPERATING IMPACT
2 022-2027 CAPITAL IMPROVEMENT PROGRAM

CIVIC CENTER REHABILITATION
TOTAL
Miscellaneous

ESTIMATED COSTS
F

UNDING SOURCE
TOTAL
G
eneral Fund
Designation
Salaries & Benefits
Contract Services
Improvements

PROJECT DESCRIPTION
This project provides for the planning, design, and construction of various rehabilitation and renovation projects at the Civic Center. Projects may include:
renovation of all restrooms, showers, kitchenettes, and the employee break room; modifications to conference rooms; lighting and ceiling replacement; site improvements to the parking lot area and surrounding walkways of the Civic Center; plaza and landscaping improvements; building security evaluation and upgrades; repainting; and Americans with Disabilities Act (ADA) and Code upgrades. Interior repainting in select areas were completed during construction of the Civic Center HVAC and Roof Replacement project, and minor parking lot and walkway improvements are anticipated to be designed and constructed in conjunction with the Cultural Arts Center project. This project also includes the partitioning of three spaces into six on the second floor of Civic Center. Planning for other projects is anticipated to begin in 2023.

This project is funded by General Fund Reserves. Other potential funding sources for the building security upgrades may include Federal and State public safety grants.

ANNUAL OPERATING IMPACT: None
MANAGING DEPARTMENT: Public Works
Attachment 2
45 STAFF REPORT

CITY COUNCIL

Agenda Item 5.4
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Fiscal Year 2022-23 4th Quarter Financial Review and Additional Special Designation of General Fund Reserves
Prepared by: Jay Baksa, Finance Director
EXECUTIVE SUMMARY:

The City Council will receive a financial report on the fourth quarter of Fiscal Year 2022-23 and consider amendments to the General Fund reserve designations.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23 and confirm additional General Fund reserve designations as of June 30, 2023.

FINANCIAL IMPACT:

City Council confirmation of General Fund reserve designations will not alter amounts received or spent but will allow Staff to close the Fiscal Year 2022-23 financial books.

Total General Fund reserves are projected at $249.7 million as of June 30, 2023, with $58.4 million in the unassigned cash flow reserve, representing seven months of the Fiscal Year 2023-24 Adopted General Fund Budget. All other funds comply with policies governing fund balance.

DESCRIPTION:

This report transmits the preliminary financial results of the Fiscal Year 2022-23 year-end, focusing on the General Fund. At this time, the numbers are essentially final, and though adjustments may happen as the audit is finalized, Staff does not expect substantial changes from the numbers in this report. The Annual Comprehensive Financial Report, which will be presented to the City Council at the second meeting in December, will contain the final audited results.
46

General Fund Overview(Attachment 2)
General Fund operating revenues totaled $124.8 million in Fiscal Year 2022-23, an increase of $10.2 million over the prior year. Total revenues, including an accounting adjustment of unrealized gains/losses and transfers in, were $121.8 million, an increase of $22.4 million from the prior year. General Fund operating expenditures totaled $88.5 million, an increase of $7.6 million from the prior year. Total expenditures, including contributions to other funds, contributions/payments to retirement liabilities, and transfers out, were $96.0 million, an increase of $10.7 million over the prior year. Contributions to capital projects, retirement liabilities, and other funds totaled $7.4 million, an increase of $3.1 million from the prior year. The resulting impact on total General Fund Reserves was an increase of $25.9 million, as shown in Table 1. The year-over-year variances are explained in greater detail below.

Table 1: General Fund Summary
FY 2021-22 FY 2022-23
Total Reserves, Beginning of Year $209,764,495 $223,857,505 Revenues 114,650,434 124,787,119
Expenditures (80,931,058) (88,523,802)
Net Operating Budget Impact 33,719,376 36,263,317
Transfers In 234,803 109,014
Unrealized Gain/Loss/Adjustments (15,525,055) (3,053,407) Transfers Out/Contribution to Other (4,336,114) (7,439,821) Total Reserves, End of Year $223,857,505 $249,736,608
Change from Prior Year $25,879,103
Specific revenue and expenditure changes (+/-$250,000 compared to Fiscal Year 2021-22 actuals and to the Fiscal Year 2022-23 amended budget) are discussed below. The General Fund Summary (Attachment 2) presents this data by major category.

Revenues
Property Tax (+$3,869,751 vs. prior year / + $2,593,139 vs. budget) Property Tax revenue in Fiscal Year 2022-23 increased along with a gain in net assessed valuation by $1.21 billion (6.1%) over the prior year. While Current Property Tax revenue was in line with the Amended Budget, Supplemental Property Tax payments as well as prior period payments were much higher than anticipated, coming in $1.7 million over the Amended Budget.

Sales Tax (+$2,445,161 vs. prior year / +$1,502,065 vs. budget) It was originally thought that overall consumer spending would slow in Fiscal Year 2022-23, especially in the second half of the year, but sales activity continued to outpace forecasts.

Development Revenue (-$1,603,940 vs. prior year / +$827,629 vs. budget) This category includes revenues associated with permits for new development (primarily building permits) as well as tenant improvements on current structures. It also includes fees for City 47

services, most typically zoning and plan checking services. The increase over budget was due to a higher level of activity on development projects than originally anticipated.

Transient Occupancy Tax (TOT) (+$277,518 vs. prior year / +$133,093 vs. budget) The City continued to see the recovery of TOT revenue from the COVID-19 pandemic, with an increase of approximately 22% compared to the prior year. It should be noted that TOT revenue is currently at 75% of pre-pandemic levels.

Other Taxes (+$171,023 vs. prior year / +$636,591 vs. budget) The net increase in Other Taxes over the prior year and current year budget was related to an increase in the Garbage Franchise Tax, driven primarily by an increase in construction activity.

This increase was offset by a decrease in Property Transfer Tax, which fluctuates with the real estate market.

Interest (+$3,094,156 vs. prior year / +$3,053,445 vs. budget) Interest earnings came in significantly higher than the prior year, due to the Federal Reserve raising interest rates nine times between June 2022 and July 2023. The Federal Funds Rate, which interest rates are benchmarked on, ranged between 0.75% to 1.00% when the Fiscal Year 2022- 23 budget was being prepared, and currently that rate ranges between 5.25% to 5.50%. While the City has historically budgeted interest relatively conservative, the rate at which interest rates increased was not anticipated. In addition to the increase in rates, the timing of expenditures on capital projects resulted in the General Fund’s cash balance being higher than anticipated as well, with the combined effect resulting in interest revenue increasing $3.0 million over the Amended Budget.

Rental & Leases (+$545,940 vs. prior year / +$540,395, vs. budget) Fiscal Year 2022-23 rental revenue reached a new high in facility, field, and sports court rentals, with rental activity at both the Shannon Center and The Wave exceeding expectations.

Charges for Services (+$1,014,717 vs. prior year / +$1,919,942 vs. budget) The increase in Fiscal Year 2022-23 compared to the prior year is attributed primarily to a significant increase in Parks and Recreation programming. In addition, the annual Santa Rita Services payment was approximately $700k higher than the Amended Budget. This revenue is in reimbursement for the cost of Alameda County Fire’s response to service calls from the Santa Rita jail.

Other Revenue (+$419,979 vs. prior year / +$1,005,274 vs. budget) Many revenues in this category are non-recurring in nature, such as Community Benefit Payments or one-time adjustments. The net increase in Fiscal Year 2022-23 is due to the reimbursement of the City’s annual fire services retiree health payment, as the plan is super funded. In addition, the City received funds for the reimbursement of multiple insurance claims, such as damage to police vehicles by third parties.

Expenditures
Salaries and Wages (+$1,055,159 vs. prior year / -$805,858 vs. budget) Staffing costs came in lower than budgeted due to a number of vacant positions and the timing of 48

hiring. The increase from the prior fiscal year was due to an increase in seasonal salaries due to growth in recreation activities. Seasonal salaries are now back to pre-pandemic levels as the City continues to expand its program offerings.

Benefits (+$52,987 vs. prior year / -$780,785 vs. budget) Similar to salaries and wages, benefit costs came in lower than the budget because of vacant positions, but also due to lower retirement costs for employees new to the California Public Employees’ Retirement System.

Services and Supplies (+$648,612 vs. prior year / -$884,785 vs. budget) Expenditures for supplies and services in Fiscal Year 2022-23 were higher than the prior fiscal year due to increased recreation programming as well as an increase in insurance premiums. The City experienced savings in insurance claims costs, but this is due to timing of payments and these savings will be carried forward. The other savings of note were from lower-than-anticipated costs for repairs and maintenance of City-owned vehicles and facilities.

Internal Service Funds (+$1,025,248 vs. prior year / -$0 vs. budget) Internal Service Fund charges increased from the prior fiscal year due to the addition of new software, most notably the City’s new Enterprise Resource Planning system, as well as an increase in Information Technology staffing costs, as the City continues to modernize services and expand security initiatives.

Utilities (+$486,485 vs. prior year / -$722,783 vs. budget) Utilities were higher than the prior year due to the full re-opening of all City facilities and increased activity within those facilities as well as increased usage of sports grounds and parks.

Costs were lower than the Amended Budget however, as Staff budgeted water and electricity costs conservatively. Moreover, the City utilized less water than anticipated due to the wet and rainy winter.

Contracted Services (+$4,080,616 vs. prior year / -$4,816,643 vs. budget) Compared to the prior year, contract expenditures came in higher mainly due to planned increases in police services, fire services, and maintenance contract costs. In addition, other contracted services increased due to the continued expansion of recreation programs whose costs are offset by revenues.

Compared to the budget, the largest variances were in Other Contracted Services ($2.5 million under budget) which includes a variety of services across departments such as: City Attorney services, Administrative Services (sales tax and investment consulting), and Public Works (traffic signal consulting and maintenance and waste management). Of the amount remaining for Other Contracted Services, approximately $1.1 million will be carried over to Fiscal Year 2023-24 to continue projects that are underway. In addition, development-related contract expenditures were $1.4 million under budget, due to timing of work being performed.

Capital Outlay (-$145,384 vs. prior year / -$451,011 vs. budget) Capital Outlay expenditures are typically one-time in nature, and they vary from year to year.

These purchases were under budget by $450k in Fiscal Year 2022-23; of that amount, 49

approximately $355k will be carried over to complete furniture and vehicle purchases that were made or in the process of being made at the year end.

Debt Service Payment (+$387,765 vs. prior year / -$0 vs. budget) The variance in debt service is attributed to the annual payment for the Energy Lease Revenue Bond. The payment in the prior fiscal year did not include a full year of interest owed, due to the timing of the sale of the bonds.

Transfers Out for Capital Improvement Program (CIP) Projects The General Fund transferred out $1.95 million in Fiscal Year 2022-23 for capital project expenditures; of that amount, $937k was covered by Committed/Assigned Reserves. $32.8 million of the unspent capital project budget will be carried over to Fiscal Year 2023-24. Table 2 summarizes the CIP projects funded by the General Fund.

Table 2: General Fund CIPs
Project Amount
Committed/Assigned
Citywide Signal Communication Upgrade $ 1,037 Civic Center Rehabilitation 267,580
Dublin Heritage Park Cemetery Improvements 13,748
Electric Vehicle (EV) Charging Stations 161,609
Green Stormwater Infrastructure 307,646
Public Safety Complex - Police Services Building 86,178 Village Parkway Reconstruction 99,844
Subtotal - Committed/Assigned $ 937,641
Undesignated
Alamo Creek Park & Assessment Dist. Fence Replacement $ 6,653 Audio Visual System Upgrade 8,749
Citywide Bicycle & Pedestrian Improvements 8,580
Citywide Energy Improvements 666,650
Downtown Dublin Street Grid Network 557
Dublin Standard Plans Update 54,866
Financial System Replacement 237,594
Imagine Playground at Dublin Sports 587
Resiliency and Disaster Preparedness 34,567
Subtotal - Undesignated $ 1,018,802
Total - General Fund Transfers Out to CIPs $ 1,956,443 Reserves (Attachment 3)
In June 2023, based on estimated revenue and expenditures at that time, the City Council approved allocations to specific Committed and Assigned Reserves, shown in Table 3 below. With 50

the close of the financial books, Staff is recommending additional allocations as described below.

This Staff Report also transmits a Resolution (Attachment 1) which confirms designations of additional Committed Reserves for Fiscal Year 2022-23, as City Council approval of Assigned Reserves is not necessary by resolution.

Committed Reserves
Advance to Public Facility Fee Reserve– Increase $1,606,916 On August 15th, the City Council approved the transfer of $1,196,416 from the Unassigned (Cash Flow) Reserve as well as a transfer of $410,500 from the Fallon Sports Park III Contingency Reserve to the Advance to Public Facility Fee Reserve, for a total increase of $1,606,916. This was done in conjunction with the award of the construction contract for the Wallis Ranch Community Park Project, in which the bids received where higher than originally estimated. With this transfer, the total Advance to Public Facility Fee Reserve will be $10.7 million, to be utilized to advance funds for the Wallis Ranch Community Park, Jordan Ranch Neighborhood Square and the Library Tenant Improvements.

Downtown Public Improvement Reserve – Increase $5,000,000 In accordance with the City Council Strategy #1a: Continue support of the Downtown Preferred Vision and Downtown Dublin Specific Plan including improving visual and environmental quality and evaluating specific business uses, Staff recommends increasing this reserve by $5.0 million.

This increase would be in addition to the $2.0 million increase approved in June 2023 and will bring the total reserve amount to $22.1 million.

Economic Stability Reserve– Increase (Restore) $8,000,000 In March 2023, the City Council approved the re-assignment of the Economic Stability Reserve ($8.0 million) to the Dublin Boulevard Extension Advance Reserve, as the Eastern Dublin Transportation Impact Fee (EDTIF) program currently does not have sufficient cash flow to cover project costs. In light of the year-end surplus, Staff is comfortable recommending the restoration of that $8.0 million for the purpose of maintaining City service delivery during periods of severe operational deficits.

Public Safety Reserve - Increase $2,000,000
In accordance with the City Council Strategy #5e: Support existing and innovative public safety efforts, Staff recommends increasing the Public Safety Reserve by $2.0 million. This reserve was created to fund the provision of public safety services in the future. Staff also recommends that the use of this reserve be expanded to include new technologies as well as new programs related to public safety. The increase will bring the total reserve amount to $4.6 million.

Fallon Sports Park III Contingency Reserve – Decrease $410,500 On August 15th, the City Council approved the transfer of $410,500 from the Fallon Sports Park III Contingency Reserve. The Fallon Sports Park Phase 3 project was nearing completion and the projected budget savings were reallocated to the Wallis Ranch Community Park Project.

The additional allocation, as well as reserve allocations for budget carryovers and per accounting rules and/or City policy, have been incorporated into the General Fund Reserves Summary 51

(Attachment 3).

Table 3. Committed/Specific Assigned Reserve Recommendations Reserve Category
June 2023
Approval Q4 Adjustment
FY22-23
Total
Adjustment
Adjustment
Type
Committed
Economic Stability (8,000,000) 8,000,000 0 Transfer/Add One-Time Initiative - Capital (4,500,000) (4,500,000) Transfer Downtown Public Improvement 2,000,000 5,000,000 7,000,000 Add Lease Revenue Bond Payment 1,000,000 1,000,000 Add
Advance to Public Facility Fee 1,606,916 1,606,916 Transfer/Add Public Safety Reserve 2,000,000 2,000,000 Add
Fallon Sports Park III Contingency (410,500) (410,500) Transfer Assigned
Dublin Blvd Extension Advance 22,500,000 22,500,000 Transfer/Add ARPA Revenue Replacement 324,308.50 324,309 Add
Library Improvements 1,000,000 1,000,000 Add
Pension and OPEB 1,000,000 1,000,000 Add
Village Parkway Reconstruction 5,000,000 5,000,000 Add
STRATEGIC PLAN INITIATIVE:

Strategic Objective 1a: Continue support of the Downtown Preferred Vision and Downtown Dublin Specific Plan including improving visual and environmental quality and evaluating specific business uses.

Strategic Objective 5e: Support existing and innovative public safety efforts, like the DPS Behavioral Unit.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Authorizing Additional Special Designations of General Fund Reserves for Fiscal Year 2022-23
2) General Fund Summary FY 2022-23
3) General Fund Reserves Summary FY 2022-23
52 Attachment 1
Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 1 of 1 RESOLUTION NO. XX – 23

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AUTHORIZING ADDITIONAL SPECIAL DESIGNATIONS OF GENERAL FUND RESERVES FOR FISCAL YEAR 2022-23
WHEREAS, the City's Fund Balance and Reserves Policy requires special fund balance allocations to be adopted by the City Council, and allows the City Council to take action prior to the end of the fiscal year to direct a specific assignment of the fund balance; and WHEREAS, Staff reviewed updated information regarding fund balance and estimated one-time revenues during the preparation of the Fiscal Year 2023-24 Budget; and WHEREAS, the City Council approved allocations to specific Committed Reserves and Assigned Reserves on June 6, 2023, based on estimated revenues and expenditures at that time.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby make additional special allocation of the Fiscal Year 2022-23 year-end balance to the Committed fund balance as follows:
 Increase the Advance to Public Facility Fee by $1,606,916  Increase the Economic Stability reserve by $8,000,000  Increase the Downtown Public Improvement reserve by $5,000,000  Increase the Public Safety Reserve by $2,000,000
 Decrease the Fallon Sports Park Contingency by $410,500 BE IT FURTHER RESOLVED that, any net resources remaining after special designations, and after meeting the Fund Balance and Reserves Policy requirements, will be left in the Unassigned (Available) Reserve.

PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
53 GENERAL FUND SUMMARY ‐ Q4 FY 22‐23
Actual
2021-22
Adopted
2022-23
Amended
2022-23
Actual
2022-23
Revenues
Property Tax $55,186,388 55,163,000 56,463,000 59,056,139 Sales Tax 26,456,903 26,400,000 27,400,000 28,902,065
Sales Tax Reimbursements (346,696) (405,555) (405,555) (321,750) Development Revenue 9,803,444 7,686,854 7,371,875 8,199,504 Transient Occupancy Tax 1,255,575 1,400,000 1,400,000 1,533,093 Other Taxes 7,025,567 6,560,000 6,560,000 7,196,591
Licenses & Permits 354,643 351,373 351,373 323,098
Fines & Penalties 70,714 85,000 65,000 80,117
Interest Earnings 2,269,289 1,510,000 2,310,000 5,363,445 Rentals and Leases 1,647,882 1,477,330 1,653,427 2,193,822 Intergovernmental 324,519 290,000 336,436 352,165
Charges for Services 8,022,099 6,511,604 7,116,874 9,036,816 Community Benefit Payments 50,000 0 0 0
Other Revenue 2,452,034 1,680,156 1,866,739 2,872,013
Subtotal Revenues - Operating $114,572,363 $108,709,762 $112,489,169 $124,787,119 Transfers In $312,874 $77,900 $121,600 $109,014
Unrealized Gains/Losses/Adjustments (15,525,055) (3,053,407) Total Revenues $99,360,182 $108,787,662 $112,610,769 $121,842,727 Expenditures
Salaries & Wages $11,670,597 $13,249,383 $13,531,615 $12,725,756 Benefits 4,728,716 5,488,704 5,562,488 4,781,703 Services & Supplies 3,894,567 5,178,309 5,427,964 4,543,179 Internal Service Fund Charges 3,907,323 4,932,571 4,932,571 4,932,571 Utilities 2,511,166 3,485,435 3,720,435 2,997,652 Contracted Services 52,920,629 59,695,219 61,817,888 57,001,245 Capital Outlay 339,943 432,737 645,569 194,558 Debt Service Payment 945,285 1,333,050 1,333,050 1,333,050 Contingency & Miscellaneous 12,832 223,440 158,440 14,088 Subtotal Expenditures - Operating $80,931,057 $94,018,847 $97,130,019 $88,523,802 Operating Impact (REV-EXP) $33,641,306 $14,690,915 $15,359,149 $36,263,317 Transfer Outs & Contributions to Other Funds
Transfers Out (CIPs) - Com./Assig. Reserve 2,803,478 2,291,645 27,217,469 937,641 Transfers Out (CIPs) - Undesignated 532,636 2,316,170 7,553,834 1,018,802 Contribution to OPEB/PERS 4,460,000 4,460,000 3,460,000 Contribution to ISF & Other 1,000,000 2,000,000 2,023,378 2,023,378 Subtotal - Transfers Out & Contributions $4,336,114 $11,067,815 $41,254,681 $7,439,821 Total Expenditures $85,267,172 $105,086,662 $138,384,701 $95,963,623 GF Impact (Include CIP & Transfers) $14,093,011 $3,701,000 ($25,773,932) $25,879,104 Contracted Services Detail
Actual
2021-22
Adopted
2022-23
Amended
2022-23
Actual
2022-23
Police Services $21,437,403 $23,985,730 $23,761,422 $23,229,695 Fire Services 14,699,226 15,311,310 15,471,310 15,223,132 Maintenance Services (MCE) 5,875,493 7,220,710
7,220,710 7,149,032
Development (CDD and PW) 3,876,551 4,312,851 4,744,278 3,360,003 Other Contracted Services 7,031,956 8,864,618 10,620,169 8,039,383 Total Contracted Services $52,920,629 $59,695,219 $61,817,888 $57,001,245 Attachment 2
54 Attachment 3FISCAL YEAR 2022-23 GENERAL FUND RESERVES

RESERVE DESCRIPTION
Actual
2021-22
Increase
2022-23
Decrease
2022-23
Net
Change
Projected
2022-23
Non-Spendable $10,541 ($5,682) ($5,682) $4,859
Prepaid Expenses 10,541 (5,682) (5,682) 4,859
Restricted $4,261,640 $62,492 $62,492 $4,324,132
Cemetery Endowment 60,000 60,000
Developer Contribution - Downtown 1,490,000 1,490,000
Developer Contr - Heritage Park 19,000 19,000
Developer Contr - Nature Park 60,000 60,000
Section 115 Trust - Pension 1,882,640 62,492 62,492 1,945,132 Heritage Park Maintenance 750,000 750,000
Committed $73,346,367 $19,606,916 ($16,936,864) $2,670,052 $76,016,420 Advance to Public Facility Fee 9,523,096 1,606,916 (382,843) 1,224,073 10,747,169 Downtown Public Improvement 15,176,230 7,000,000 (36,643) 6,963,357 22,139,587 Economic Stability 8,000,000 8,000,000 (8,000,000) 8,000,000 Emergency Communications 532,113 532,113
Fire Svcs Pension/OPEB 5,671,094 (3,460,000) (3,460,000) 2,211,094 Innovations & New Opportunity 1,026,591 (132,093) (132,093) 894,498 One-Time Initiative - Capital 6,419,657 (4,501,037) (4,501,037) 1,918,620 One-Time Initiative - Operating 503,860 503,860
Public Safety Reserve 2,600,000 2,000,000 2,000,000 4,600,000 Specific Committed Reserves
Cemetery Expansion (CIP) 13,748 (13,748) (13,748) 0
Contribution to Public Facility Fee 6,000,000 6,000,000 Cultural Arts Center (CIP) 7,139,197 7,139,197
Don Biddle Park (CIP) 675,193 675,193
Fallon Sports Park III Contingency 510,500 (410,500) (410,500) 100,000 Lease Revenue Bond Payoff 6,000,000 1,000,000 1,000,000 7,000,000 Maintenance Facility (CIP) 55,089 55,089
Utility Undergrounding (CIP) 3,500,000 3,500,000
Assigned $93,266,322 $32,753,982 ($977,007) $31,776,975 $125,043,297 Accrued Leave 1,308,044 (6,538) (6,538) 1,301,506
Catastrophic Loss 17,710,320 3,744 3,744 17,714,064
CIP Carryovers 4,088,843 2,446,188 2,446,188 6,535,032
Fiscally Responsible Adjustment 325,000 325,000
Municipal Regional Permit 2,209,778 (340,627) (340,627) 1,869,152 Non-Streets CIP Commitments 3,276,777 3,276,777
Operating Carryovers 1,600,546 414,025 414,025 2,014,571 Parks and Streets Contingency 201,270 201,270
Pension & OPEB 17,000,000 1,000,000 1,000,000 18,000,000 Relocate Parks Dept 500,000 500,000
Service Continuity 3,150,000 3,150,000
Dublin Blvd Extension Advance 20,000,000 22,500,000 22,500,000 42,500,000 Specific Assigned Reserves
ARPA Revenue Replacement 665,878 324,309 324,309 990,187 Climate Action Plan 3,000,000 (176,240) (176,240) 2,823,760 Contribution to ISF 1,500,000 1,500,000
Façade Improvement Grants 364,256 65,716 65,716 429,972 Library Tenant Improvement 1,000,000 1,000,000 1,000,000 HVAC Replace. & Civic Ctr Improv. (CIP) 3,278,409 (267,580) (267,580) 3,010,829 Pavement Management 2,000,000 2,000,000
Public Safety Complex (CIP) 87,200 (86,178) (86,178) 1,022 Village Pkwy Pavement Reconstruction 11,000,000 5,000,000 (99,844) 4,900,156 15,900,156 Unassigned $52,972,635 $17,919,553 ($26,544,287) ($8,624,734) $44,347,901 Unassigned-Unrealized Gains (11,008,294) (3,053,407) (3,053,407) (14,061,701) Unassigned (Available) 63,980,929 58,409,602
TOTAL RESERVES $223,857,505 $70,342,944 ($44,463,840) $25,879,104 $249,736,608 55 STAFF REPORT

CITY COUNCIL

Agenda Item 5.5
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: City Treasurer's Informational Report of Investments for the Quarter Ending September 30, 2023
Prepared by: Chris Rhoades, Financial Analyst
EXECUTIVE SUMMARY:

The City Council will receive an informational report of the City’s investments through the quarter ending September 30, 2023, including a monthly transaction ledger. The City’s investment portfolio for this period totaled $390,133,446 (market value) with an average market yield of

5.19%. As required by the Policy, the City Treasurer (Finance Director) affirms that the City is able to meet its expenditure requirements for the next six months.

STAFF RECOMMENDATION:

Receive the report.

FINANCIAL IMPACT:

There is no financial impact resulting from this report. Investments are made in accordance with the City Investment Policy and State Law. Interest earned is apportioned between funds (i.e., General Fund, Gas Tax Fund, etc.) based upon their proportionate share of the total cash balance.

Based on the financial needs of the City including the timing of revenues and expenditures, the quarterly cash balance can vary from quarter to quarter.

DESCRIPTION:

The total investment portfolio (market value) consists of $280,997,577 managed by Chandler Asset Management, and $109,135,869 invested by the City in local government pools, the Local Agency Investment Fund (LAIF) and the California Asset Management Program (CAMP). The average market yields of the Chandler portfolio and the local pools for the reporting period were

5.24% and 5.06% respectively.

The total investment portfolio balance fluctuates throughout the year due to normal cash flow 56

needs and includes both discretionary and restricted funds.

Economic Update Highlights
The following are some highlights from the Economic Update included in the Investment Report prepared by Chandler (Attachment 1).

Recent economic data continues to suggest positive but below-trend growth this year. Labor markets remain solid, and the U.S. consumer has demonstrated resiliency. Inflationary trends are subsiding, but core levels remain well above the Fed’s target. Given the cumulative effects of restrictive monetary policy and tighter financial conditions, Chandler believes the economy will gradually soften and the Fed will remain data dependent as it treads cautiously going forward.

City of Dublin Portfolio
The City's aggregate portfolio has maintained a healthy balance of investment types with minimal change from the prior quarter as shown below in Chart 1.

Chart 1: Investments by Type
September 30, 2023 and June 30, 2023
The market value of the City's portfolio decreased by $10,975,932 from the June 30, 2023 quarter, resulting from normal fluctuations in the timing of incoming revenue, predominantly the receipt of property tax allocations, and sales tax revenue. Historically, the City receives property tax payments in Q2 (quarter ending December) and Q4 (quarter ending June), with the following months portfolio balance seeing slight decreases. The City also incurred expenditures on multiple capital projects during the reporting period, and made payments to Alameda County for Police and Fire Services. The City’s portfolio increased by $26.7 million from the same quarter the prior year (see Table 1 below). Overall market yield-to-maturity has increased to 5.19%, (shown in Table 2) due to the factors discussed in the Economic Update Highlights. For detailed monthly transactions, see Attachment 2.
57

Table 1: Portfolio Values and Yield to Maturity
Table 2: Quarterly Holdings (Market Value) by Type, and YTM, 5 Quarters Funds Managed by the City
The City participates in two local agency investment pools managed by government finance professionals and treasurers: the Local Agency Investment Fund (LAIF) and the California Asset Management Program (CAMP). The following table shows portfolio yields over the most recent eight quarters.

September 30, 2022 June 30, 2023
Holdings
Market
Value
Market
Value
Par
Value
Book
Value
Market
Value
% of
Subtotal
% of Total
Portfolio
Book
Yield
Market
Yield
Managed by City
LAIF 50,558,661 26,092,229 26,297,090 26,297,090 26,297,090 24.1% 6.5% 3.61% 3.61% CAMP 78,684,623 94,675,879 82,616,317 82,616,317 82,616,317 75.9% 20.5% 5.52% 5.52% SUBTOTAL 129,243,283 120,768,108 108,913,407 108,913,407 108,913,407 100.00% 27.01% 5.06% 5.06% Accrued Interest 164,681 195,897 222,462 129,407,964 120,964,005 109,135,869 Managed by Chandler
ABS 27,760,436 28,186,820 29,170,598 29,168,002 28,613,814 10.2% 7.2% 2.97% 5.82% Agency 53,062,995 53,795,750 48,900,000 49,055,148 46,770,742 16.7% 12.1% 2.12% 5.22% CMO 3,839,610 6,570,900 7,807,180 7,817,252 7,428,709 2.7% 1.9% 3.03% 5.35% Money Market 286,323 2,641,554 859,487 859,487 859,487 0.3% 0.2% 4.94% 4.94% Negotiable CD 2,497,243 - - - - 0.0% 0.0% 0.00% 0.00% Supranational 16,428,894 16,711,738 24,845,000 24,643,896 23,103,092 8.3% 6.2% 1.64% 5.11% Corporate 63,373,439 71,551,741 74,760,000 74,507,915 70,490,952 25.2% 18.5% 2.86% 5.64% US Treasury 65,877,816 99,278,149 108,000,000 107,471,968 102,206,540 36.6% 26.8% 2.88% 4.83% SUBTOTAL 233,126,756 278,736,651 294,342,265 293,523,668 279,473,336 100.00% 72.99% 2.66% 5.24% Accrued Interest 904,893 1,408,723 1,524,241 234,031,649 280,145,373 280,997,577 TOTAL PORTFOLIO 363,439,614 401,109,378 403,255,672 402,437,075 390,133,446 100.00% 5.19% 35,311,511 22,800,525 26,693,832 (14,869,240) 13,072,212 (10,975,932) September 30,2023
Change from Prior Year
Change from Prior Quarter
Holdings (Market Value) 9/30/22 12/31/22 3/31/23 6/30/23 9/30/23 LAIF/CAMP 129,243,283 81,925,950 106,543,157 120,768,108 108,913,407 ABS 27,760,436 31,285,896 30,171,153 28,186,820 28,613,814 Agency 53,062,995 58,714,486 60,517,635 53,795,750 46,770,742 CMO 3,839,610 3,843,615 3,874,342 6,570,900 7,428,709 Commercial Paper - 4,982,197 - - - Money Market 286,323 4,923,898 760,481 2,641,554 859,487 Negotiable CD 2,497,243 - - - - Supranational 16,428,894 16,569,068 16,860,396 16,711,738 23,103,092 Corporate 63,373,439 65,378,464 71,092,672 71,551,741 70,490,952 US Treasury 65,877,816 89,783,810 96,639,811 99,278,149 102,206,540 Accrued Interest 1,069,574 1,402,667 1,577,520 1,604,620 1,746,703 TOTAL 363,439,614 358,810,052 388,037,166 401,109,378 390,133,446 YIELD TO MATURITY 3.66% 4.39% 4.39% 4.92% 5.19%
58

Table 3: Quarterly Portfolio Yields, Recent 8 Quarters
Market Yield LAIF CAMP Chandler
12/31/21 0.22% 0.05% 0.91%
3/31/22 0.42% 0.07% 2.38%
6/30/22 0.94% 1.40% 3.20%
9/30/22 1.60% 2.61% 4.47%
12/31/22 2.23% 4.50% 4.57%
3/31/23 2.88% 4.92% 4.37%
6/30/23 3.26% 5.20% 4.98%
9/30/23 3.61% 5.52% 5.24%
STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) City of Dublin Investment Report for Period Ending September 30, 2023 2) Transaction Ledger – July through September 2023
59 CHANDLER ASSET MANAGEMENT, INC. | 800.317.4747 | www.chandlerasset.com

INVESTMENT REPORT
Period Ending September 30, 2023
City of Dublin
Attachment 1
60 SECTION 1 Economic Update
SECTION 2 Account Profile
SECTION 3 Consolidated Information
SECTION 4 Portfolio Holdings
SECTION 5 Transactions
Table of Contents As of September 30, 2023
1 61
SECTION |
Section 1 |
Economic Update
2 62
Economic Update



Recent economic data continues to suggest positive but below trend growth this year. Labor markets remain solid, and the U.S. consumer has demonstrated resiliency. Inflationary trends are subsiding, but core levels remain well above the Fed’s target. Given the cumulative effects of restrictive monetarypolicy and tighter financial conditions, we believe the economy will gradually soften and the Fed will remain data dependent as they tread cautiously going forward.

As anticipated at the September meeting, the Federal Open Market Committee voted unanimously to maintain the target Federal Funds at the range of 5.25 - 5.50%. The Fed’s Summaryof Economic Projections (SEP) also revealed expectations of higher economic growth, reduced unemployment, and a gradual easing of inflation compared to earlier forecasts. The Fed is continuing to focus on achieving price stability and bringing inflation down towardtheir 2% policy objective, while leaving the option open for the possibility of additional rate hikes in the future if needed.

The yield curve remained inverted in September. The 2-year Treasury yield increased 18 basis points to 5.05%, the 5-year Treasury yield rose 36 basis points to 4.61%, and the 10-year Treasury yield increased 46 basis points to 4.57%. The inversion between the 2-year Treasury yield and 10-year Treasury yield narrowed to -48 basis points at September month-end versus -76 basis points at August month- end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was -45 basis points. The inversion between 3-month and 10-year Treasuries narrowed to -88 basis points in Septemberfrom -134 basis points in August. The shape of the yield curve indicates that the probability of recession persists.
3 63
Employment
-400
-200
0 200
400
600
800
1,000MOM Change In Thousands (000's)
Nonfarm Payroll (000's)
Non-farm Payroll (000's)
3 month average (000's)

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%
Unemployment Rate
Underemployment Rate (U6)
Unemployment Rate (U3)
Rate (%)
The U.S. economy added 336,000 jobs in September, exceeding consensus expectations of 170,000, and the last two months were revised upward by 119,000 jobs. The largest gains came from leisure and hospitality, bringing restaurant and bar employment back in-line with pre-pandemic levels. The pace of job growth has picked up recently, with the three-monthmoving average payrolls at 266,000 and the six- month moving average at 234,000. The unemployment rate was unchanged at 3.8%, and the labor participation rate was consistent with last month’s report at 62.8%. The U-6 underemploymentrate, which includes those who are marginally attached to the labor force and employed part time for economic reasons declined slightly to 7.0% from the prior month at 7.1%. Average hourly earnings declined to

4.2% year-over-year in September from 4.3% in August. Employment remains strong by historical standards.

Source: US Department of Labor Source: US Department of Labor 4 64
Job Openings & Labor Turnover Survey
0 2,000
4,000
6,000
8,000
10,000
12,000
14,000
Job Openings
Recession
Historical Average
In Thousands (000's)
The Labor D epartment’s Job Openings and Labor Turnover Survey (JOLTS) unexpectedly increased to 9.61 million in August from a revised

8.92 million in July. The level significantly surpassed the survey of Bloomberg economists’ expectations of 8.82 million and reflects approximately 1.5 job openings per available worker. Although JOLTS was an upside surprise, the quits rate remained at a benign 2.3% for August, well below its 3.0% peak in April 2022. Fewer quits can imply that workers are less confident in their ability to find another job in the current market. The current level of job openings remains elevated from a historical perspective.

Source: US Department of Labor
5 65
Inflation

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Consumer Price Index (CPI)
CPI YOY % Change
Core CPI YOY % Change
YOY (%) Change

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%
Personal Consumption Expenditures (PCE)
PCE Price Deflator YOY % Change
PCE Cor e Deflator Y OY % Change
Fed Target
YOY (%) Change
The Consumer Price Index (CPI) increased in September by 0.4% month-over-month and 3.7% year-over-year, slightly higher than expected. Gains in shelter and energy costs accounted for a large part of the monthlyincrease. The Core CPI, which excludes volatile food and energy components, was up 0.3% month-over-monthand 4.1% year-over-year, decelerating from 4.3% last month. The Personal Consumption Expenditures (PCE) index rose 0.4% month-over-monthand 3.5% year-over-year in August, up from a 3.4% year-over-year gain in July. Core PCE, the Federal Reserve’s preferred inflation gauge, increased just 0.1% month-over-monthand 3.9% year-over-year in August, down from a 4.3% increase in July. Personal income and spending remained relatively healthy, but the personal savings rate continued its declining trend to 3.9% in August from 4.1% in July. Inflation remains above the Fed's 2% target.

Source: US Department of Labor Source: US Department of Commerce 6 66
Consumer
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%
Retail Sales YOY % Change
YOY (%) Change
Retail Sales rose 0.6% in August, exceeding the consensus forecast. Sales of motor vehicles and higher gasoline prices drove greater than expected gains. However, Control Group Sales, which are used to calculate gross domestic product and exclude food services, auto dealers, building materials stores and gasoline stations, rose just 0.1%, the smallest advance in five months. On a year-over-year basis, retail sales growth decelerated to a 2.5% gain in August versus a downwardly revised 2.6% gain in July. The Conference Board’s Consumer Confidence Index dropped more than expected to 103.0 in Septemberfrom an upwardly revised 108.7 in August, primarily due to significantly weaker future expectations for employment. While the consumer has been resilient, dwindling excess savings, rising credit card balances, and the resumption of student loan payments pose potential headwinds to future economic growth. 80 90
100
110
120
130
140
Index Level
Consumer Confidence
Source: US Department of Commerce Source: The Conference Board 7 67
Leading Indicators of Economic Activity
-25.0%
-20.0%
-15.0%
-10.0%
-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%
Leading Economic Indicators (LEI)
Recession
YOY (%) Change
-1.00
-0.75
-0.50
-0.25

0.00 0.25

0.50 0.75

1.00 Chicago Fed National Activity Index (CFNAI)
Recession
3 Month Average
The Conference Board’s Leading Economic Index (LEI) remained in negative territory for the seventeenth consecutive month at -0.4% in August due to weak new orders, deteriorating consumer expectations of business conditions, high interest rates, and tight credit conditions. The index declined 7.6% year-over-year. The consistent decline month-over-month continues to signal future contraction in the economy. The Chicago Fed National Activity Index (CFNAI) surprised to the downside at -0.16 in August from downwardlyrevised 0.07 in July. On a 3-month movingaverage basis, the CFNAI remained negative at -0.14 in August, indicating a rate of growth below the historical average trend.

Source: The Conference Board Source: Federal Reserve Bank of Chicago 8 68
Housing
0 200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400In Thousands of Units
Annualized Housing Starts
Multi Family Housing Starts
Single Family Housing Starts
Starts of ne w homes slowed -11.3% to 1.283 million units at a seasonally adjusted annual rate in August after a downward revision to

1.447 million units in July. The slower starts came from both a 4.3% decline in single-family home starts and 26.3% decline in multi-family homes, continuing the reversal of strong multi-family homebuilding in the second half of 2022 and early 2023. Total starts of new homes are down 14.8% year-over-year. According to Freddie Mac, average 30-year fixed rate mortgage rates increased to 7.35% as of September 28th. Rising mortgage rates are prompting homebuilders to offer incentives to attract buyers and has caused homebuilder sentiment to reach a five-month low. According to the Case-Shiller 20-City Home Price Index, housing prices rose 0.1% year-over-year in July, improving from a 1.2% decline in June. Tight inventories and higher mortgage rates continue to impact affordability.

Source: US Department of Commerce Source: S&P
-20.0%
-16.0%
-12.0%
-8.0%
-4.0%

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

24.0%
S&P/Case-Shiller 20 City Composite Home Price Index
Recession
YOY (%) Change
9 69
Survey Based Measures
40 45
50 55
60 65
70 Institute of Supply Management (ISM) Surveys
ISM Manufacturing ISM Services

EXPANDING

CONTRACTING
The Institute f or Supply Management (ISM) Manufacturing index remained in contraction territory at 49.0 in September, up from 47.6 in August. This is the eleventh consecutive month of readings below 50.0, which is indicative of contraction in the manufacturing sector.

However, this is the highest reading since November 2022, as both employment and new orders improved, while prices paid subsided.

The ISM Services Index eased to 53.6 in September from the six-month high of 54.5 in August. The prices paid component continued to grow primarily due to high labor costs and an uptick in energy costs, but new orders reflected a significant slowdown.

Source: Institute for Supply Management
10 70
Gross Domestic Product (GDP)
Components of GDP 9/22 12/22 3/23 6/23

1.1% 0.8% 2.5% 0.6%
-1.5% 0.6% -1.7% 0.9%

2.6% 0.3% 0.6% 0.0%

0.1% 0.6% 0.3% 0.1%

0.4% 0.3% 0.5% 0.5%

2.7% 2.6% 2.3% 2.1%
State and Local (Consumption and Gross
Investment)
Personal Consumption Expenditures
Gross Private Domestic Investment
Net Exports and Imports
Federal Government Expenditures
Total
-40.0%
-30.0%
-20.0%
-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%
Gross Domestic Product (GDP)
GDP QOQ % Change
GDP YOY % Change
Source: US Department of Commerce Source: US Department of Commerce According to the third estimate, second quarter annualized GDP growth remained unchanged at 2.1%. A material decline in consumer spending was offset by improvement in business investment. Historically low unemployment, wage growth and savings built up during the pandemic has supported consumer spending at a level to keep economic growth intact, but there are signs the consumer is beginning to show signs of stress. The consensus estimate calls for 3.0% growth for the third quarter and 2.1% for the full year 2023. 11 71
Federal Reserve
Source: Federal Reserve Source: Bloomberg
0 1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
7,000,000
8,000,000
9,000,000
10,000,000
Federal Reserve Balance Sheet Assets
R ec ession
In $ millions
At the September meeting,the Federal Open Market Committee voted unanimously to leave the Federal Funds rate unchanged at a target range of 5.25 - 5.50%. Nonetheless, the Fed conveyed a consensus view that another rate hike is possible later in the year, along with its commitmentto keeping rates at their current level until inflation subsides closer to its 2% target, endorsing a data-dependent'higher-for- longer' strategy. The Fed’s Summary of Economic Projections (SEP) also revealed expectations of higher economic growth, reduced unemployment, and a gradual easing of inflation compared to earlier forecasts. We believe the resiliency of future economic data will determine if the Federal Reserve can stay on hold for or will tighten policy further to curb inflation. Since the Federal Reserve began its Quantitative Tightening campaign in June 2022, securities holdings have declined by over $1 trillion to $8.024T.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%
Effective Federal Funds Rate
R ec ession
Yield (%)
12 72
Bond Yields
Source: Bloomberg Source: Bloomberg

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Note Yields
2-Year
5-Year
10-Year
Yield (%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%
US Treasury Yield Curve
Sep-23
Jun-23
Sep-22
Yield (%)
At the end of September, the 2-year Treasury yield was 77 basis points higher, and the 10-Year Treasury yield was about 74 basis points higher, year-over-year. The inversion between the 2-year Treasury yield and 10-year Treasury yield narrowed to -48 basis points at September month-end versus -76 basis points at August month-end. The average historical spread (since 2003) is about +130 basis points. The inversion between 3-month and 10-year Treasuries narrowed to -88 basis points in September from -134 basis points in August. The shape of the yield curve indicates that the probability of recession persists. 13 73
Section 2|SECTION |
Section 2 |
Account Profile
14 74
Objectives
Chandler Asset Management Performance Objective
The performance objective of the City of Dublin is to earn a return that equals or exceeds the return on of the ICE BofA 1-5 Year Treasury and Agency Index.

Investment Objectives
The investment objectives of the City of Dublin are first, to provide safety of principal; second, to provide adequate liquidity to meet all requirements which might be reasonably anticipated; third, to attain a market average rate of return on its investments throughout economic cycles; and fourth, to be diversified to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions.

Strategy
In order to achieve this objective, the portfolio invests in high quality fixed income instruments consistent with the City's investment policy and California Government Code.

As of September 30, 2023
15 75
Compliance As of September 30, 2023
Category Standard Comment
U.S. Treasury Issues No limitations; Full faith and credit of the U.S. are pledged for payment of principal and interest. Complies Federal Agenci es
35% max per agency i ssuer; 25% max cal l abl es for agency securi ti es; Federal Agenci es or U.S. Government Sponsored Enterpri ses (GSE), participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or U.S. GSEs.

Complies
Municipal Se curitie s "A" rated or higher by a NRSRO; 5% max per issuer; Obligations of the State of California, any of the other 49 states, or any local agency within the state of California; Complies
Supranational Securities
"A A " rating cate gory or be tte r by a N ationally Re cognize d Statistical Rating Organization ("N RSRO"); 30% m axim um ; 10% m ax pe r issue r; U.S. dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development ("IBRD"), the International Finance Corporation ("IFC") or the Inter-American Development Bank ("IADB")
Complies
Asset-Backed Securi ti es/Mortgage-
Backe d Se curitie s/ Collate ralize d
Mortgage Obligations
"AA" rated or higher by a NRSRO; 20% maximum (combined); 5% max per issuer Complies Corporate Medi um Term Notes "A" rated or higher by a NRSRO; 30% maximum; 5% max per issuer; Issued by corporations organized and operating within the U.S. or by depository institutions licensed by the U.S. or any state and operating within the U.S. Complies Negoti abl e Certi fi cates of Deposi t
"A" long-term debt rated and/or "A-1" short-term rated or higher by a NRSRO; 30% maximum; 5% max per issuer; 20% max amount invested in NCDs with any one financial institution in combination with any other debt from that financial institution; Issued by a nationally or state-chartered bank, a savings association or a federal association, a state or federal credit union, or by a state- licensed branch of a foreign bank.

Complies
Ti me Deposi ts/ Certi fi cates of Deposi t 10% maximum; Collateralized/FDIC Insured; 1 year max maturity Complies Commerci al Paper
"A-1" rated or higher by a NRSRO; 25% maximum; 5% max per issuer; 10% max of the outstanding commercial paper of an issuing corporation; 20% max amount invested in CP of any one issuer in combination with any other debt from that issuer; 270 days max maturity; Issuer of the commercial paper shall meet all conditions in either A) (1) Organized and operating in the U.S. as a general corp, (2) Has AUM > $500 million, (3) "A" rated issuer debt (if any) or higher by a NRSRO; or B) (1) Organized in the U.S. as a special purpose corp, trust, LLC, (2) Has program wide credit enhancements including, but not limited to, over collateralization, LOC, or surety bond, (3) "A-1" rated or higher by a NRSRO
Complies
Banker’s Acceptances "A-1" short-term rated or higher by a NRSRO; 40% maximum; 5% max per issuer; 20% max amount invested in BA with any one financial institution in combination with any other debt from that financial institution; 180 days max maturity Complies Money Market Mutual Funds and
Mutual Funds
Hi ghest rati ng or "AAA" rated by two NRSROs; SEC regi stered advi ser wi th AUM >$500 mi l l i on and experi ence > 5 years; 20% maxi mum in Mutual Funds and Money Market Mutual Funds; 20% max in Money Market Mutual Fund; 10% max per one Mutual Fund Complies Local Agency Investment Fund (LAIF) Maximum permitted by LAIF; Not used by investment adviser Complies California Asset Management Program
(CAMP) Issued by joint powers authority organized pursuant to California Government Code; Not used by investment adviser Complies Prohibited Securities Inverse floaters; Ranges notes, Mortgage-derived, Interest-only strips; Any investment in a security not specifically listed as an Authorized and Suitable Investment in the policy. Complies Max Per Issuer 5% max per issuer, except US Government, its Agencies and instrumentalities (including agency backed-mortgage pools), Supranational securities, or Money Market Mutual Funds Complies
Maxi mum Maturi ty 5 years, unless otherwise stated in the policy Complies City of Dublin
Assets managed by Chandler Asset Management are in full compliance with state law and with the City's investment policy. 16 76
Portfolio Characteristics
City of Dublin
09/30/23 06/30/23
Benchmark* Portfolio Portfolio
Average Maturity (yrs) 2.65 2.89 2.73
Average Modified Duration 2.49 2.46 2.34
Average Purchase Yield n/a 2.66% 2.38%
Average Market Yield 4.98% 5.24% 4.98%
Average Quality** AA+ AA/Aa1 AA/Aa1
Total Market Value 280,997,577 280,145,373
*ICE BofA 1-5 Yr US Treasury & Agency Index
**Benchmark is a blended rating of S&P, Moody’s, and Fitch. Portfolio is S&P and Moody’s respectively.

As of September 30, 2023
17 77
City of Dublin
Sector Distribution
ABS

10.2%
Agency

16.7%
CMO

2.6%
Corporate

25.3%
Money Market
Fund

0.3%
Supranational

8.3%
US Treasury

36.6%
September 30, 2023 June 30, 2023
ABS

10.1%
Agency

19.3%
CMO

2.4%
Corporate

25.8%
Money Market
Fund

0.9%
Supranational

6.0%
US Treasury

35.6%
As of September 30, 2023
18 78
Issue Name Investment Type % Portfolio
Government of United States US Treasury 36.60%
Federal National Mortgage Association Agency 5.68%
Federal Home Loan Bank Agency 4.46%
Intl Bank Recon and Development Supranational 4.40%
Inter-American Dev Bank Supranational 3.29%
Federal Home Loan Mortgage Corp Agency 2.86%
Federal Farm Credit Bank Agency 2.83%
Federal Home Loan Mortgage Corp CMO 2.65%
John Deere ABS ABS 1.56%
Bank of Montreal Chicago Corporate 1.48%
Bank of America Corp Corporate 1.42%
Deere & Company Corporate 1.41%
Toronto Dominion Holdings Corporate 1.38%
Toyota Motor Corp Corporate 1.31%
Amazon.com Inc Corporate 1.29%
Honda Motor Corporation Corporate 1.22%
Merck & Company Corporate 1.22%
Royal Bank of Canada Corporate 1.21%
United Health Group Inc Corporate 1.18%
JP Morgan Chase & Co Corporate 1.16%
JP Morgan ABS ABS 1.10%
Hyundai Auto Receivables ABS 1.08%
Qualcomm Inc Corporate 1.05%
Morgan Stanley Corporate 1.04%
Metlife Inc Corporate 0.99%
Mercedes-Benz ABS 0.99%
Tennessee Valley Authority Agency 0.91%
US Bancorp Corporate 0.89%
Northwestern Mutual Glbl Corporate 0.87%
Caterpillar Inc Corporate 0.87%
Chubb Corporation Corporate 0.86%
GM Financial Automobile Leasing Trust ABS 0.85%
Honeywell Corp Corporate 0.84%
GM Financial Securitized Term Auto Trust ABS 0.83%
Toyota Lease Owner Trust ABS 0.80%
American Express ABS ABS 0.76%
Berkshire Hathaway Corporate 0.75%
Honda ABS ABS 0.72%
Issuers
City of Dublin – Account #10198
As of September 30, 2023
19 79
Issue Name Investment Type % Portfolio
Wal-Mart Stores Corporate 0.70%
Charles Schwab Corp/The Corporate 0.62%
International Finance Corp Supranational 0.57%
BMW ABS ABS 0.49%
Target Corp Corporate 0.43%
Dominion Resources Inc Corporate 0.34%
Verizon Master Trust ABS 0.32%
Realty Income Corp Corporate 0.32%
First American Govt Oblig Fund Money Market Fund 0.31%
BMW Vehicle Lease Trust ABS 0.30%
Guardian Life Global Funding Corporate 0.25%
Hyundai Auto Lease Securitization ABS 0.24%
Salesforce.com Inc Corporate 0.16%
Mercedes-Benz Auto Lease Trust ABS 0.16%
Toyota ABS ABS 0.01%
TOTAL 100.00%
Issuers
City of Dublin – Account #10198
As of September 30, 2023
20 80
AAA AA A <A NR
09/30/23 17.7% 58.2% 20.1% 0.3% 3.7%
06/30/23 15.5% 60.1% 20.2% 0.3% 3.8%
Source: S&P Ratings
September 30, 2023 vs. June 30, 2023

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%
AAA AA A <A NR
09/30/23 06/30/23
Quality Distribution
City of Dublin
As of September 30, 2023
21 81

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ City of Dublin ICE BofA 1-5 Yr US Treasury & Agency Index Portfolio Compared to the Benchmark
0 - 0.25 0.25 - 0.50 0.50 - 1 1 - 2 2 - 3 3 - 4 4 - 5 5+ Portfolio 1.1% 2.2% 8.7% 31.1% 17.9% 25.2% 13.9% 0.0%
Benchmark* 0.0% 0.0% 1.6% 35.9% 27.1% 20.7% 14.6% 0.0%
*ICE BofA 1-5 Yr US Treasury & Agency Index
Duration Distribution
City of Dublin
As of September 30, 2023
22 82
-3.00%
-2.00%
-1.00%

0.00%

1.00%

2.00%

3.00%
12 months 2 years 3 years 5 years 10 years Since Inception City of Dublin ICE BofA 1-5 Yr US Treasury & Agency Index* Total Rate of Return Annualized Since Inception October 31, 2013 Annualized
TOTAL RATE OF RETURN 3 months 12 months 2 years 3 years 5 years 10 years Since Inception
City of Dublin 0.30% 2.60% -1.96% -1.34% 1.17% N/A 1.02% ICE BofA 1-5 Yr US Treasury & Agency Index* 0.23% 2.14% -2.42% -1.75% 0.93% N/A 0.78% *ICE BofA 1-3 Yr US Treasury & Agency Index to 12/31/14 Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains and losses in the portfolio.

Investment Performance
City of Dublin
As of September 30, 2023
23 83
Portfolio Characteristics
City of Dublin Reporting Account
09/30/23
Portfolio
06/30/23
Portfolio
Average Maturity (yrs) 0.00 0.00
Modified Duration 0.00 0.00
Average Purchase Yield 5.06% 4.78%
Average Market Yield 5.06% 4.78%
Average Quality* AAA/NR AAA/NR
Total Market Value 109,135,869 120,964,005
*Portfolio is S&P and Moody’s, respectively.

As of September 30, 2023
24 84
City of Dublin Reporting Account
Sector Distribution
LAIF

24.3%
Local Gov
Investment Pool

75.7%
September 30, 2023 June 30, 2023
LAIF

21.7%
Local Gov
Investment Pool

78.3%
As of September 30, 2023
25 85
Issue Name Investment Type % Portfolio
CAMP Local Gov Investment Pool 75.70%
Local Agency Investment Fund LAIF 24.30%
TOTAL 100.00%
Issuers
City of Dublin Reporting Account – Account #10219
As of September 30, 2023
26 86
SECTION |
Section 3 |
Consolidated Information
27 87
Portfolio Characteristics
City of Dublin Consolidated
09/30/23 06/30/23
Portfolio Portfolio
Average Maturity (yrs) 2.08 1.91
Modified Duration 1.77 1.63
Average Purchase Yield 3.31% 3.08%
Average Market Yield 5.19% 4.92%
Average Quality* AA+/Aa1 AA+/Aa1
Total Market Value 390,133,446 401,109,378
* Portfolio is S&P and Moody’s respectively.

As of September 30, 2023
28 88
City of Dublin Consolidated
Sector Distribution
ABS

7.3%
Agency

12.1%
CMO

1.9%
Corporate

18.2%
LAIF

6.8%
Local Gov
Investment Pool

21.2%
Money Market
Fund

0.2%
Supranational

5.9%
US Treasury

26.4%
September 30, 2023 June 30, 2023
ABS

7.0%
Agency

13.5%
CMO

1.6%
Corporate

18.0%
LAIF

6.6%
Local Gov
Investment Pool

23.6%
Money Market
Fund

0.7%
Supranational

4.2%
US Treasury

24.9%
As of September 30, 2023
29 89
SECTION |
Section 4 |
Portfolio Holdings
30 90
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
ABS
89237VAB5 Toyota Auto Receivables Trust 2020-C A3

0.440% Due 10/15/2024
17,548.44 07/21/2020

0.44%
17,547.09
17,548.11

99.79 7.01%
17,510.72

3.43 0.01%
(37.39)
Aaa / AAA
NR

1.04 0.03
43813KAC6 Honda Auto Receivables Trust 2020-3 A3

0.370% Due 10/18/2024
133,093.10 09/22/2020

0.38%
133,073.55
133,092.28

99.16 6.01%
131,979.11

17.78 0.05%
(1,113.17)

NR / AAA
AAA

1.05 0.15
89239CAC3 Toyota Lease Owner Trust 2021-B A3

0.420% Due 10/21/2024
307,784.82 07/27/2021

0.39%
307,780.66
307,784.31

99.43 5.91%
306,032.90

39.50 0.11%
(1,751.41)
Aaa / NR
AAA

1.06 0.10
47787NAC3 John Deere Owner Trust 2020-B A3

0.510% Due 11/15/2024
12,087.67 07/14/2020

0.52%
12,085.83
12,087.52

99.78 5.99%
12,061.19

2.74 0.00%
(26.33)
Aaa / NR
AAA

1.13 0.04
58769KAD6 Mercedes-Benz Auto Lease Trust 2021-B A3

0.400% Due 11/15/2024
444,693.66 06/22/2021

0.40%
444,660.09
444,689.83

99.15 5.55%
440,903.09

79.06 0.16%
(3,786.74)

NR / AAA
AAA

1.13 0.16
09690AAC7 BMW Vehicle Lease Trust 2021-2 A3

0.330% Due 12/26/2024
134,734.02 09/08/2021

0.33%
134,720.12
134,732.60

99.43 5.99%
133,969.13

7.41 0.05%
(763.47)
Aaa / NR
AAA

1.24 0.10
44891WAC3 Hyundai Auto Lease Trust 2022-A A3

1.160% Due 01/15/2025
688,565.02 01/11/2022

1.16%
688,549.80
688,561.35

98.90 5.84%
680,991.50
354.99

0.24%
(7,569.85)
Aaa / AAA
NR

1.30 0.23
89238LAC4 Toyota Lease Owner Trust 2022-A A3

1.960% Due 02/20/2025
1,956,638.56 02/23/2022

1.98%
1,956,330.59
1,956,542.48

98.72 6.07%
1,931,525.10
1,171.81

0.69%
(25,017.38)

NR / AAA
AAA

1.39 0.31
36265MAC9 GM Financial Auto Lease Trust 2022-1 A3

1.900% Due 03/20/2025
1,384,952.63 02/15/2022

1.91%
1,384,940.72
1,384,949.57

98.72 6.18%
1,367,268.17
804.04

0.49%
(17,681.40)
Aaa / NR
AAA

1.47 0.30
05601XAC3 BMW Vehicle Lease Trust 2022-1 A3

1.100% Due 03/25/2025
407,102.11 01/11/2022

1.00%
407,041.25
407,088.65

98.83 6.13%
402,324.77

74.64 0.14%
(4,763.88)

NR / AAA
AAA

1.48 0.23
36266FAC3 GM Financial Auto Lease Trust 2022-2 A3

3.420% Due 06/20/2025
1,020,000.00 05/03/2022

3.45%
1,019,893.61
1,019,961.08

98.79 6.03%
1,007,683.50
1,065.90

0.36%
(12,277.58)

NR / AAA
AAA

1.72 0.47
47788UAC6 John Deere Owner Trust 2021-A A3

0.360% Due 09/15/2025
345,685.07 03/02/2021

0.37%
345,618.64
345,665.87

97.63 6.07%
337,491.64

55.31 0.12%
(8,174.23)
Aaa / NR
AAA

1.96 0.41
44933LAC7 Hyundai Auto Receivables Trust 2021-A A3

0.380% Due 09/15/2025
314,973.30 04/20/2021

0.20%
314,940.16
314,966.54

97.97 5.89%
308,582.49

53.20 0.11%
(6,384.05)

NR / AAA
AAA

1.96 0.37
05593AAC3 BMW Vehicle Lease Trust 2023-1 A3

5.160% Due 11/25/2025
295,000.00 02/07/2023

4.96%
294,992.98
294,995.06

99.15 6.04%
292,506.66
253.70

0.10%
(2,488.40)
Aaa / AAA
AAA

2.16 1.03
44934KAC8 Hyundai Auto Receivables Trust 2021-B A3

0.380% Due 01/15/2026
1,272,713.25 07/20/2021

0.15%
1,272,432.37
1,272,627.39

97.18 6.10%
1,236,822.74
214.95

0.44%
(35,804.65)

NR / AAA
AAA

2.30 0.49
43815GAC3 Honda Auto Receivables Trust 2021-4 A3

0.880% Due 01/21/2026
655,711.53 11/16/2021

0.89%
655,573.31
655,652.16

96.10 6.44%
630,147.30
160.29

0.22%
(25,504.86)
Aaa / NR
AAA

2.31 0.70
47789QAC4 John Deere Owner Trust 2021-B A3

0.520% Due 03/16/2026
712,472.15 07/13/2021

0.52%
712,408.59
712,446.83

96.59 5.88%
688,149.78
164.66

0.24%
(24,297.05)
Aaa / NR
AAA

2.46 0.64
As of September 30, 2023
31 91
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
44935FAD6 Hyundai Auto Receivables Trust 2021-C A3

0.740% Due 05/15/2026
466,992.68 11/09/2021

0.75%
466,888.46
466,950.09

96.64 5.94%
451,305.93
153.59

0.16%
(15,644.16)

NR / AAA
AAA

2.62 0.64
43815BAC4 Honda Auto Receivables Trust 2022-1 A3

1.880% Due 05/15/2026
1,315,000.00 02/15/2022

1.89%
1,314,802.22
1,314,900.52

96.48 5.78%
1,268,673.88
1,098.76

0.45%
(46,226.64)
Aaa / AAA
NR

2.62 0.91
05602RAD3 BMW Vehicle Owner Trust 2022-A A3

3.210% Due 08/25/2026
850,000.00 05/10/2022

3.09%
849,955.80
849,975.33

97.56 5.95%
829,218.35
454.75

0.30%
(20,756.98)
Aaa / AAA
NR

2.90 0.90
362554AC1 GM Financial Securitized Term 2021-4 A3

0.680% Due 09/16/2026
504,419.12 10/13/2021

0.66%
504,406.25
504,413.61

95.94 6.21%
483,931.63
142.92

0.17%
(20,481.98)
Aaa / AAA
NR

2.96 0.73
47787JAC2 John Deere Owner Trust 2022-A A3

2.320% Due 09/16/2026
1,005,000.00 03/10/2022

2.34%
1,004,777.69
1,004,875.72

96.82 6.16%
972,991.76
1,036.27

0.35%
(31,883.96)
Aaa / NR
AAA

2.96 0.83
448977AD0 Hyundai Auto Receivables Trust 2022-A A3

2.220% Due 10/15/2026
1,080,000.00 03/09/2022

2.23%
1,079,958.42
1,079,978.18

96.77 5.74%
1,045,078.19
1,065.60

0.37%
(34,899.99)

NR / AAA
AAA

3.04 0.92
380146AC4 GM Financial Auto Receivables 2022-1 A3

1.260% Due 11/16/2026
495,430.85 01/11/2022

1.23%
495,387.80
495,409.80

96.63 5.58%
478,737.31
260.10

0.17%
(16,672.49)

NR / AAA
AAA

3.13 0.78
362585AC5 GM Financial Securitized ART 2022-2 A3

3.100% Due 02/16/2027
780,000.00 04/05/2022

3.13%
779,836.98
779,906.77

97.21 5.72%
758,213.04
1,007.50

0.27%
(21,693.73)
Aaa / AAA
NR

3.38 1.08
47800AAC4 John Deere Owner Trust 2022-B A3

3.740% Due 02/16/2027
1,045,000.00 07/12/2022

3.77%
1,044,900.20
1,044,933.67

97.34 5.85%
1,017,232.26
1,737.02

0.36%
(27,701.41)
Aaa / NR
AAA

3.38 1.28
02582JJT8 American Express Credit Trust 2022-2 A

3.390% Due 05/17/2027
2,205,000.00 05/17/2022

3.42%
2,204,512.25
2,204,734.36

96.51 5.72%
2,127,977.15
3,322.20

0.76%
(76,757.21)

NR / AAA
AAA

3.63 1.53
47800BAC2 John Deere Owner Trust 2022-C A3

5.090% Due 06/15/2027
1,350,000.00 10/12/2022

5.15%
1,349,895.24
1,349,922.47

98.93 5.85%
1,335,579.30
3,054.00

0.48%
(14,343.17)
Aaa / NR
AAA

3.71 1.51
92348KAV5 Verizon Master Trust 2022-5 A1A

3.720% Due 07/20/2027
915,000.00 08/02/2022

3.75%
914,959.74
914,976.27

99.36 4.97%
909,179.69
1,040.05

0.32%
(5,796.58)

NR / AAA
AAA

3.81 0.86
58768PAC8 Mercedes-Benz Auto Receivables 2022-1 A3

5.210% Due 08/16/2027
2,790,000.00 11/15/2022

5.28%
2,789,448.14
2,789,584.15

99.34 5.76%
2,771,546.94
6,460.40

0.99%
(18,037.21)
Aaa / AAA
NR

3.88 1.35
362583AD8 GM Auto Receivable Trust 2023-2 A3

4.470% Due 02/16/2028
625,000.00 04/04/2023

4.53%
624,982.81
624,985.23

97.76 5.76%
611,023.13
1,164.06

0.22%
(13,962.10)
Aaa / AAA
NR

4.38 1.80
05592XAD2 BMW Vehicle Owner Trust 2023-A A3

5.470% Due 02/25/2028
550,000.00 07/11/2023

5.54%
549,902.54
549,908.50

99.74 5.67%
548,553.50
501.42

0.20%
(1,355.00)

NR / AAA
AAA

4.41 1.88
161571HT4 Chase Issuance Trust 23-A1 A

5.160% Due 09/15/2028
3,090,000.00 09/07/2023

5.23%
3,089,143.45
3,089,155.95

99.63 5.35%
3,078,622.62
7,086.40

1.10%
(10,533.33)

NR / AAA
AAA

4.96 2.66
TOTAL ABS 29,170,597.98 2.97%
29,166,347.35
29,168,002.25 5.82%
28,613,814.47
34,108.45

10.20%
(554,187.78)
Aaa / AAA
AAA

3.01 1.08
As of September 30, 2023
32 92
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
Agency
3130A1XJ2 FHLB Note

2.875% Due 06/14/2024
2,100,000.00 Various

1.96%
2,190,551.70
2,112,765.67

98.08 5.68%
2,059,768.20
17,944.79

0.74%
(52,997.47)
Aaa / AA+
NR

0.71 0.68
3133EKWV4 FFCB Note

1.850% Due 07/26/2024
2,500,000.00 08/13/2019

1.65%
2,524,140.00
2,503,992.18

97.11 5.49%
2,427,750.00
8,350.69

0.87%
(76,242.18)
Aaa / AA+
AA+

0.82 0.80
3130A2UW4 FHLB Note

2.875% Due 09/13/2024
2,000,000.00 10/10/2019

1.58%
2,122,020.00
2,023,603.65

97.56 5.54%
1,951,132.00
2,875.00

0.70%
(72,471.65)
Aaa / AA+
NR

0.96 0.92
3135G0W66 FNMA Note

1.625% Due 10/15/2024
2,000,000.00 11/08/2019

1.80%
1,983,400.00
1,996,493.61

96.15 5.48%
1,922,946.00
14,986.11

0.69%
(73,547.61)
Aaa / AA+
AA+

1.04 1.00
3133ENZ94 FFCB Note

4.500% Due 11/18/2024
5,480,000.00 11/15/2022

4.56%
5,474,191.20
5,476,710.20

98.99 5.43%
5,424,515.00
91,105.00

1.96%
(52,195.20)
Aaa / AA+
AA+

1.14 1.07
3135G0X24 FNMA Note

1.625% Due 01/07/2025
4,200,000.00 Various

1.18%
4,287,898.80
4,223,094.78

95.43 5.39%
4,008,165.00
15,925.00

1.43%
(214,929.78)
Aaa / AA+
AA+

1.27 1.22
3137EAEP0 FHLMC Note

1.500% Due 02/12/2025
4,200,000.00 Various

1.23%
4,254,786.30
4,215,181.67

95.05 5.30%
3,992,171.41
8,575.00

1.42%
(223,010.26)
Aaa / AA+
AA+

1.37 1.32
3135G03U5 FNMA Note

0.625% Due 04/22/2025
1,825,000.00 04/22/2020

0.67%
1,821,240.50
1,823,827.22

93.06 5.31%
1,698,425.30
5,037.76

0.61%
(125,401.92)
Aaa / AA+
AA+

1.56 1.51
3135G04Z3 FNMA Note

0.500% Due 06/17/2025
3,435,000.00 06/17/2020

0.54%
3,427,889.55
3,432,563.58

92.46 5.15%
3,175,994.13
4,961.67

1.13%
(256,569.45)
Aaa / AA+
AA+

1.72 1.66
3137EAEU9 FHLMC Note

0.375% Due 07/21/2025
1,745,000.00 07/21/2020

0.48%
1,736,309.90
1,741,860.32

91.91 5.12%
1,603,834.74
1,272.40

0.57%
(138,025.58)
Aaa / AA+
AA+

1.81 1.76
3135G05X7 FNMA Note

0.375% Due 08/25/2025
2,755,000.00 08/25/2020

0.47%
2,742,106.60
2,750,094.29

91.47 5.14%
2,519,959.93
1,033.13

0.90%
(230,134.36)
Aaa / AA+
AA+

1.90 1.85
3137EAEX3 FHLMC Note

0.375% Due 09/23/2025
2,655,000.00 09/23/2020

0.44%
2,647,008.45
2,651,832.30

91.18 5.12%
2,420,725.46
221.25

0.86%
(231,106.84)
Aaa / AA+
AA+

1.98 1.93
3135G06G3 FNMA Note

0.500% Due 11/07/2025
2,860,000.00 11/09/2020

0.57%
2,849,761.20
2,855,681.82

90.94 5.10%
2,600,823.94
5,720.00

0.93%
(254,857.88)
Aaa / AA+
AA+

2.11 2.04
3130ATUC9 FHLB Note

4.500% Due 12/12/2025
4,000,000.00 02/09/2023

4.22%
4,029,238.40
4,022,662.59

98.72 5.12%
3,948,924.00
54,500.00

1.42%
(73,738.59)
Aaa / AA+
NR

2.20 2.04
3130ATS57 FHLB Note

4.500% Due 03/10/2028
3,000,000.00 03/21/2023

4.01%
3,065,010.00
3,058,097.09

99.46 4.63%
2,983,854.00
7,875.00

1.06%
(74,243.09)
Aaa / AA+
NR

4.45 3.97
880591EZ1 Tennessee Valley Authority Note

3.875% Due 03/15/2028
2,645,000.00 Various

3.73%
2,661,791.35
2,660,317.01

96.51 4.75%
2,552,819.11
4,555.28

0.91%
(107,497.90)
Aaa / AA+
AA+

4.46 4.03
As of September 30, 2023
33 93
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
3130AWMN7 FHLB Note

4.375% Due 06/09/2028
1,500,000.00 07/26/2023

4.27%
1,506,615.00
1,506,369.59

98.60 4.71%
1,478,934.00
14,583.33

0.53%
(27,435.59)
Aaa / AA+
NR

4.70 4.15
TOTAL Agency 48,900,000.00 2.12%
49,323,958.95
49,055,147.57 5.22%
46,770,742.22
259,521.41

16.74%
(2,284,405.35)
Aaa / AA+
AA+

1.93 1.81
CMO
3137BFE98 FHLMC K041 A2

3.171% Due 10/25/2024
1,992,180.26 07/01/2021

0.64%
2,142,994.54
2,038,879.10

97.40 5.77%
1,940,295.92
5,264.34

0.69%
(98,583.18)
Aaa / AAA
AAA

1.07 0.93
3137BSRE5 FHLMC K059 A2

3.120% Due 09/25/2026
2,000,000.00 02/18/2022

1.92%
2,085,625.00
2,055,318.94

94.20 5.27%
1,884,096.00
5,200.00

0.67%
(171,222.94)

NR / AAA
AAA

2.99 2.69
3137F4D41 FHLMC K074 A2

3.600% Due 01/25/2028
1,000,000.00 07/25/2023

5.78%
954,414.06
956,218.62

93.94 5.19%
939,404.00
600.00

0.33%
(16,814.62)

NR / NR
AAA

4.32 3.82
3137FG6X8 FHLMC K077 A2

3.850% Due 05/25/2028
2,815,000.00 05/24/2023

4.65%
2,763,318.36
2,766,835.66

94.67 5.16%
2,664,912.65
1,806.29

0.95%
(101,923.01)

NR / NR
AAA

4.65 4.07
TOTAL CMO 7,807,180.26 3.03%
7,946,351.96
7,817,252.32 5.35%
7,428,708.57
12,870.63

2.65%
(388,543.75)
Aaa / AAA
AAA

3.25 2.87
Corporate
023135BW5 Amazon.com Inc Note

0.450% Due 05/12/2024
1,000,000.00 05/10/2021

0.50%
998,540.00
999,701.61

96.90 5.63%
969,013.00
1,737.50

0.35%
(30,688.61)
A1 / AA
AA-

0.62 0.60
24422ETT6 John Deere Capital Corp Note

2.650% Due 06/24/2024
2,000,000.00 Various

1.32%
2,093,680.00
2,018,905.57

97.85 5.68%
1,956,968.00
14,280.56

0.70%
(61,937.57)
A2 / A
A+

0.73 0.71
02665WCZ2 American Honda Finance Note

2.400% Due 06/27/2024
1,500,000.00 07/10/2019

2.49%
1,493,742.00
1,499,067.52

97.52 5.86%
1,462,837.50
9,400.00

0.52%
(36,230.02)
A3 / A-
A

0.74 0.71
79466LAG9 Salesforce.com Inc Callable Note Cont 7/15/2022

0.625% Due 07/15/2024
465,000.00 06/29/2021

0.64%
464,762.85
464,937.85

96.11 5.72%
446,917.55
613.54

0.16%
(18,020.30)
A2 / A+
NR

0.79 0.77
02665WEA5 American Honda Finance Note

1.500% Due 01/13/2025
1,075,000.00 01/11/2022

1.53%
1,074,150.75
1,074,635.81

94.86 5.70%
1,019,726.73
3,493.75

0.36%
(54,909.08)
A3 / A-
A

1.29 1.24
90331HPL1 US Bank NA Callable Note Cont 12/21/2024

2.050% Due 01/21/2025
2,610,000.00 01/16/2020

2.10%
2,604,440.70
2,608,545.51

94.98 6.10%
2,478,985.83
10,403.75

0.89%
(129,559.68)
A2 / A+
A+

1.31 1.25
00440EAS6 Chubb INA Holdings Inc Note

3.150% Due 03/15/2025
2,500,000.00 Various

0.76%
2,753,600.00
2,585,323.35

96.39 5.76%
2,409,825.00
3,500.00

0.86%
(175,498.35)
A3 / A
A

1.46 1.39
14913R2V8 Caterpillar Financial Service Note

3.400% Due 05/13/2025
1,165,000.00 05/10/2022

3.44%
1,163,520.45
1,164,203.53

96.69 5.56%
1,126,401.22
15,183.83

0.41%
(37,802.31)
A2 / A
A+

1.62 1.53
As of September 30, 2023
34 94
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
747525AF0 Qualcomm Inc Callable Note Cont 2/20/2025

3.450% Due 05/20/2025
3,000,000.00 Various

1.78%
3,159,848.58
3,079,001.58

96.78 5.53%
2,903,436.00
37,662.50

1.05%
(175,565.58)
A2 / A
NR

1.64 1.54
61747YEA9 Morgan Stanley Callable Note Cont 5/30/2024

0.790% Due 05/30/2025
3,040,000.00 05/26/2021

0.77%
3,041,611.70
3,040,356.52

96.05 6.35%
2,920,044.64
8,072.05

1.04%
(120,311.88)
A1 / A-
A+

1.67 1.58
438516CB0 Honeywell Intl Callable Note Cont 5/1/2025

1.350% Due 06/01/2025
2,500,000.00 06/23/2020

0.85%
2,559,500.00
2,519,418.97

93.59 5.41%
2,339,807.50
11,250.00

0.84%
(179,611.47)
A2 / A
A

1.67 1.61
78015K7H1 Royal Bank of Canada Note

1.150% Due 06/10/2025
1,000,000.00 02/22/2021

0.86%
1,012,240.00
1,004,827.26

92.47 5.88%
924,735.00
3,545.83

0.33%
(80,092.26)
A1 / A
AA-

1.70 1.63
66815L2J7 Northwestern Mutual Glbl Note

4.000% Due 07/01/2025
2,500,000.00 06/27/2022

4.01%
2,499,150.00
2,499,504.43

97.09 5.76%
2,427,317.50
25,000.00

0.87%
(72,186.93)
Aaa / AA+
AAA

1.75 1.65
02665WDL2 American Honda Finance Note

1.200% Due 07/08/2025
1,000,000.00 08/10/2021

1.00%
1,007,640.00
1,003,461.04

92.63 5.63%
926,294.00
2,766.67

0.33%
(77,167.04)
A3 / A-
A

1.77 1.71
89114QCK2 Toronto Dominion Bank Note

0.750% Due 09/11/2025
1,000,000.00 02/16/2021

0.81%
997,230.00
998,817.85

91.01 5.69%
910,115.00
416.67

0.32%
(88,702.85)
A1 / A
AA-

1.95 1.88
06051GHY8 Bank of America Corp Callable Note Cont 2/13/2025

2.015% Due 02/13/2026
1,250,000.00 03/04/2021

1.14%
1,291,725.00
1,264,537.01

94.09 6.59%
1,176,166.25
3,358.33

0.42%
(88,370.76)
A1 / A-
AA-

2.38 1.31
46647PBH8 JP Morgan Chase & Co Callable Note Mthly 3/13/2025

2.005% Due 03/13/2026
1,000,000.00 04/29/2021

1.20%
1,030,270.00
1,011,332.51

94.17 6.27%
941,672.00
1,002.50

0.34%
(69,660.51)
A1 / A-
AA-

2.45 1.39
808513BR5 Charles Schwab Corp Callable Note Cont 4/13/2026

1.150% Due 05/13/2026
1,370,000.00 05/11/2021

1.20%
1,366,821.60
1,368,337.69

88.57 5.92%
1,213,456.95
6,039.42

0.43%
(154,880.74)
A2 / A-
A

2.62 2.50
91324PEC2 United Health Group Inc Callable Note Cont 4/15/2026

1.150% Due 05/15/2026
2,000,000.00 Various

1.90%
1,939,210.15
1,962,111.71

89.96 5.30%
1,799,124.00
8,688.89

0.64%
(162,987.71)
A2 / A+
A

2.62 2.51
89236TJK2 Toyota Motor Credit Corp Note

1.125% Due 06/18/2026
2,485,000.00 06/15/2021

1.13%
2,483,906.60
2,484,406.59

89.30 5.41%
2,219,055.30
7,998.59

0.79%
(265,351.29)
A1 / A+
A+

2.72 2.60
58989V2D5 Met Tower Global Funding Note

1.250% Due 09/14/2026
1,285,000.00 09/07/2021

1.27%
1,283,817.80
1,284,301.43

88.10 5.68%
1,132,147.97
758.51

0.40%
(152,153.46)
Aa3 / AA-
AA-

2.96 2.83
06368FAC3 Bank of Montreal Note

1.250% Due 09/15/2026
2,500,000.00 Various

1.29%
2,495,539.50
2,497,361.81

87.90 5.76%
2,197,480.00
1,388.89

0.78%
(299,881.81)
A2 / A-
AA-

2.96 2.83
931142ER0 Wal-Mart Stores Callable Note Cont 08/17/2026

1.050% Due 09/17/2026
585,000.00 09/08/2021

1.09%
583,894.35
584,344.84

89.16 5.03%
521,605.31
238.88

0.19%
(62,739.53)
Aa2 / AA
AA

2.97 2.85
59217GER6 Metlife Note

1.875% Due 01/11/2027
1,860,000.00 01/03/2022

1.90%
1,857,879.60
1,858,608.85

88.64 5.72%
1,648,715.16
7,750.00

0.59%
(209,893.69)
Aa3 / AA-
AA-

3.28 3.09
As of September 30, 2023
35 95
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
87612EBM7 Target Corp Callable Note Cont 12/15/2026

1.950% Due 01/15/2027
1,340,000.00 01/19/2022

1.99%
1,337,722.00
1,338,493.03

90.31 5.19%
1,210,206.26
5,516.33

0.43%
(128,286.77)
A2 / A
A

3.30 3.10
808513BY0 Charles Schwab Corp Callable Note Cont 2/3/2027

2.450% Due 03/03/2027
585,000.00 03/01/2022

2.47%
584,368.20
584,567.84

89.07 6.03%
521,084.66
1,114.75

0.19%
(63,483.18)
A2 / A-
A

3.42 3.19
084664CZ2 Berkshire Hathaway Callable Note Cont 2/15/2027

2.300% Due 03/15/2027
2,295,000.00 03/07/2022

2.30%
2,294,563.95
2,294,698.87

91.73 4.93%
2,105,281.53
2,346.00

0.75%
(189,417.34)
Aa2 / AA
A+

3.46 3.25
40139LBF9 Guardian Life Glob Fun Note

3.246% Due 03/29/2027
765,000.00 03/24/2022

3.25%
765,000.00
765,000.00

92.28 5.71%
705,936.65
137.96

0.25%
(59,063.35)
Aa1 / AA+
NR

3.50 3.23
023135CF1 Amazon.com Inc Callable Note Cont 3/13/2027

3.300% Due 04/13/2027
1,750,000.00 04/25/2022

3.34%
1,746,972.50
1,747,844.66

94.09 5.15%
1,646,576.75
26,950.00

0.60%
(101,267.91)
A1 / AA
AA-

3.54 3.22
46647PCB0 JP Morgan Chase & Co Callable Note Cont 4/22/2026

1.578% Due 04/22/2027
500,000.00 08/23/2022

4.94%
449,845.00
461,698.21

89.24 6.18%
446,216.00
3,484.75

0.16%
(15,482.21)
A1 / A-
AA-

3.56 2.42
927804GH1 Virginia Electric Power Corp Callable Note Cont. 4/15/2027

3.750% Due 05/15/2027
1,000,000.00 Various

3.75%
999,773.40
999,826.17

94.38 5.48%
943,798.00
14,166.67

0.34%
(56,028.17)
A2 / BBB+
A

3.62 3.28
14913R3A3 Caterpillar Financial Service Note

3.600% Due 08/12/2027
1,375,000.00 Various

3.89%
1,357,243.75
1,361,057.63

94.35 5.23%
1,297,257.50
6,737.50

0.46%
(63,800.13)
A2 / A
A+

3.87 3.53
931142EX7 Wal-Mart Stores Callable Note Cont 09/09/2027

3.950% Due 09/09/2027
1,500,000.00 Various

3.98%
1,498,302.30
1,498,662.11

96.50 4.94%
1,447,428.00
3,620.83

0.52%
(51,234.11)
Aa2 / AA
AA

3.95 3.59
89236TKJ3 Toyota Motor Credit Corp Note

4.550% Due 09/20/2027
1,500,000.00 11/22/2022

4.88%
1,479,060.00
1,482,748.30

97.28 5.32%
1,459,204.50
2,085.42

0.52%
(23,543.80)
A1 / A+
A+

3.98 3.57
023135CP9 Amazon.com Inc Callable Note Cont 11/1/2027

4.550% Due 12/01/2027
1,000,000.00 01/17/2023

4.21%
1,014,400.00
1,012,298.11

97.93 5.11%
979,309.00
15,166.67

0.35%
(32,989.11)
A1 / AA
AA-

4.17 3.69
89115A2M3 Toronto-Dominion Bank Note

5.156% Due 01/10/2028
3,000,000.00 Various

5.28%
2,984,380.00
2,985,401.30

97.60 5.80%
2,927,973.00
34,803.00

1.05%
(57,428.30)
A1 / A
AA-

4.28 3.74
756109AU8 Realty Income Corp Callable Note Cont 10/15/2027

3.650% Due 01/15/2028
960,000.00 04/10/2023

4.87%
910,540.80
915,432.68

92.12 5.75%
884,314.56
7,397.33

0.32%
(31,118.12)
A3 / A-
NR

4.30 3.85
24422EWR6 John Deere Capital Corp Note

4.750% Due 01/20/2028
2,000,000.00 01/23/2023

4.40%
2,030,780.00
2,026,571.20

98.19 5.22%
1,963,702.00
18,736.11

0.71%
(62,869.20)
A2 / A
A+

4.31 3.81
06051GGF0 Bank of America Corp Callable Note 1/20/2027

3.824% Due 01/20/2028
3,000,000.00 Various

5.89%
2,824,349.55
2,843,728.99

92.86 6.24%
2,785,920.00
22,625.34

1.00%
(57,808.99)
A1 / A-
AA-

4.31 3.01
As of September 30, 2023
36 96
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
06368LGV2 Bank of Montreal Callable Note Cont 1/1/2028

5.203% Due 02/01/2028
2,000,000.00 08/17/2023

5.56%
1,972,380.00
1,973,076.87

97.61 5.83%
1,952,168.00
17,343.33

0.70%
(20,908.87)
A2 / A-
AA-

4.34 3.79
91324PEP3 United Health Group Inc Callable Note Cont 1/15/2028

5.250% Due 02/15/2028
1,500,000.00 02/21/2023

4.90%
1,522,890.00
1,520,071.98
100.17

5.20%
1,502,548.50
10,062.50

0.54%
(17,523.48)
A2 / A+
A

4.38 3.84
46647PAF3 JP Morgan Chase & Co Callable Note 2X 5/1/2027

3.540% Due 05/01/2028
2,000,000.00 08/16/2023

6.08%
1,854,340.00
1,858,070.52

91.95 6.07%
1,838,990.00
29,500.00

0.66%
(19,080.52)
A1 / A-
AA-

4.59 3.24
58933YBH7 Merck & Co Callable Note Cont 4/17/2028

4.050% Due 05/17/2028
3,500,000.00 Various

4.06%
3,497,960.40
3,498,113.35

96.23 4.97%
3,367,917.00
52,762.51

1.22%
(130,196.35)
A1 / A+
NR

4.63 4.09
78016HZS2 ROYAL BANK OF CANADA Note

5.200% Due 08/01/2028
2,500,000.00 09/07/2023

5.54%
2,464,100.00
2,464,502.02

97.33 5.84%
2,433,272.50
25,638.89

0.88%
(31,229.52)
A1 / A
AA-

4.84 4.17
TOTAL Corporate 74,760,000.00 2.86%
74,845,693.48
74,507,914.68 5.64%
70,490,951.82
484,746.55

25.26%
(4,016,962.86)
A1 / A
A+

2.93 2.59
Money Market Fund
31846V203 First American Govt Obligation Fund Class Y

859,486.86 Various

4.94%
859,486.86
859,486.86

1.00 4.94%
859,486.86

0.00 0.31%

0.00 Aaa / AAA
AAA

0.00 0.00
TOTAL Money Market Fund 859,486.86 4.94%
859,486.86
859,486.86 4.94%
859,486.86

0.00 0.31%

0.00 Aaa / AAA
AAA

0.00 0.00
Supranational
4581X0DZ8 Inter-American Dev Bank Note

0.500% Due 09/23/2024
3,680,000.00 09/15/2021

0.52%
3,677,276.80
3,679,110.49

95.14 5.67%
3,501,085.76
408.89

1.25%
(178,024.73)
Aaa / AAA
NR

0.98 0.95
459058JB0 Intl. Bank Recon & Development Note

0.625% Due 04/22/2025
2,260,000.00 04/15/2020

0.70%
2,251,253.80
2,257,274.60

92.93 5.41%
2,100,297.10
6,238.54

0.75%
(156,977.50)
Aaa / AAA
NR

1.56 1.51
4581X0DN5 Inter-American Dev Bank Note

0.625% Due 07/15/2025
1,685,000.00 01/13/2021

0.53%
1,692,329.75
1,687,914.94

92.23 5.23%
1,554,011.47
2,223.26

0.55%
(133,903.47)
Aaa / AAA
NR

1.79 1.74
459058JL8 Intl. Bank Recon & Development Note

0.500% Due 10/28/2025
6,000,000.00 Various

0.55%
5,986,632.00
5,994,150.44

91.01 5.12%
5,460,330.00
12,750.00

1.95%
(533,820.44)
Aaa / AAA
AAA

2.08 2.01
4581X0DV7 Inter-American Dev Bank Note

0.875% Due 04/20/2026
4,615,000.00 04/13/2021

0.97%
4,593,863.30
4,604,211.72

90.23 4.99%
4,164,239.11
18,059.39

1.49%
(439,972.61)
Aaa / AAA
AAA

2.56 2.46
459058KT9 Intl. Bank Recon & Development Note

3.500% Due 07/12/2028
5,000,000.00 Various

4.35%
4,813,059.00
4,817,937.83

94.74 4.74%
4,737,085.01
38,402.77

1.70%
(80,852.82)
Aaa / AAA
NR

4.79 4.30
As of September 30, 2023
37 97
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
45950KDD9 International Finance Corp Note

4.500% Due 07/13/2028
1,605,000.00 07/06/2023

4.53%
1,603,218.45
1,603,296.46

98.82 4.78%
1,586,043.35
15,648.75

0.57%
(17,253.11)
Aaa / AAA
NR

4.79 4.21
TOTAL Supranational 24,845,000.00 1.64%
24,617,633.10
24,643,896.48 5.11%
23,103,091.80
93,731.60

8.26%
(1,540,804.68)
Aaa / AAA
AAA

2.68 2.49
US Treasury
91282CDZ1 US Treasury Note

1.500% Due 02/15/2025
2,000,000.00 05/06/2022

2.92%
1,925,156.25
1,962,836.72

94.99 5.32%
1,899,844.00
3,831.52

0.68%
(62,992.72)
Aaa / AA+
AA+

1.38 1.33
912828ZC7 US Treasury Note

1.125% Due 02/28/2025
2,000,000.00 03/24/2020

0.52%
2,058,984.38
2,016,899.47

94.39 5.28%
1,887,812.00
1,916.21

0.67%
(129,087.47)
Aaa / AA+
AA+

1.42 1.37
91282CED9 US Treasury Note

1.750% Due 03/15/2025
2,000,000.00 03/15/2022

2.00%
1,985,312.50
1,992,877.57

95.09 5.29%
1,901,876.00
1,538.46

0.68%
(91,001.57)
Aaa / AA+
AA+

1.46 1.41
912828ZL7 US Treasury Note

0.375% Due 04/30/2025
4,000,000.00 Various

0.38%
3,998,593.75
3,999,544.15

92.71 5.23%
3,708,280.00
6,277.18

1.32%
(291,264.15)
Aaa / AA+
AA+

1.58 1.54
91282CFE6 US Treasury Note

3.125% Due 08/15/2025
3,000,000.00 Various

4.34%
2,905,703.13
2,936,223.47

96.47 5.12%
2,894,181.00
11,973.51

1.03%
(42,042.47)
Aaa / AA+
AA+

1.88 1.78
91282CAM3 US Treasury Note

0.250% Due 09/30/2025
2,500,000.00 10/16/2020

0.32%
2,491,406.25
2,496,528.26

91.00 5.04%
2,275,000.00

17.08 0.81%
(221,528.26)
Aaa / AA+
AA+

2.00 1.95
91282CFP1 US Treasury Note

4.250% Due 10/15/2025
10,000,000.00 Various

4.24%
10,002,724.61
10,002,245.48

98.43 5.07%
9,843,360.00
196,243.17

3.57%
(158,885.48)
Aaa / AA+
AA+

2.04 1.89
91282CBC4 US Treasury Note

0.375% Due 12/31/2025
1,000,000.00 12/29/2020

0.38%
999,921.88
999,964.83

90.40 4.93%
904,023.00
947.69

0.32%
(95,941.83)
Aaa / AA+
AA+

2.25 2.19
91282CBH3 US Treasury Note

0.375% Due 01/31/2026
4,000,000.00 02/23/2021

0.58%
3,960,625.00
3,981,361.33

90.02 4.96%
3,600,780.00
2,527.17

1.28%
(380,581.33)
Aaa / AA+
AA+

2.34 2.27
91282CBQ3 US Treasury Note

0.500% Due 02/28/2026
2,500,000.00 03/26/2021

0.83%
2,459,960.94
2,480,370.39

90.03 4.92%
2,250,782.50
1,064.56

0.80%
(229,587.89)
Aaa / AA+
AA+

2.42 2.35
91282CBT7 US Treasury Note

0.750% Due 03/31/2026
5,000,000.00 Various

0.85%
4,974,804.69
4,987,373.90

90.43 4.86%
4,521,485.00
102.46

1.61%
(465,888.90)
Aaa / AA+
AA+

2.50 2.42
91282CCF6 US Treasury Note

0.750% Due 05/31/2026
2,000,000.00 06/18/2021

0.91%
1,985,000.00
1,991,914.13

89.81 4.87%
1,796,172.00
5,040.98

0.64%
(195,742.13)
Aaa / AA+
AA+

2.67 2.57
91282CCW9 US Treasury Note

0.750% Due 08/31/2026
2,000,000.00 08/30/2021

0.77%
1,998,515.63
1,999,134.25

89.05 4.82%
1,781,016.00
1,277.47

0.63%
(218,118.25)
Aaa / AA+
AA+

2.92 2.82
91282CDG3 US Treasury Note

1.125% Due 10/31/2026
5,000,000.00 Various

1.25%
4,970,498.06
4,981,423.66

89.60 4.79%
4,480,080.00
23,539.40

1.60%
(501,343.66)
Aaa / AA+
AA+

3.09 2.95
As of September 30, 2023
38 98
Holdings Report
City of Dublin - Account #10198
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
912828Z78 US Treasury Note

1.500% Due 01/31/2027
4,500,000.00 Various

2.15%
4,367,285.16
4,407,603.46

90.04 4.77%
4,051,759.50
11,372.28

1.45%
(355,843.96)
Aaa / AA+
AA+

3.34 3.18
91282CEN7 US Treasury Note

2.750% Due 04/30/2027
7,000,000.00 Various

3.55%
6,761,484.38
6,816,342.07

93.51 4.74%
6,545,819.00
80,557.06

2.36%
(270,523.07)
Aaa / AA+
AA+

3.58 3.31
91282CEW7 US Treasury Note

3.250% Due 06/30/2027
9,000,000.00 Various

3.21%
9,018,066.41
9,010,512.87

95.01 4.72%
8,551,053.00
73,919.84

3.07%
(459,459.87)
Aaa / AA+
AA+

3.75 3.44
91282CFM8 US Treasury Note

4.125% Due 09/30/2027
10,000,000.00 Various

3.95%
10,074,062.50
10,061,898.12

97.92 4.70%
9,791,800.00
1,127.04

3.49%
(270,098.12)
Aaa / AA+
AA+

4.00 3.64
91282CGC9 US Treasury Note

3.875% Due 12/31/2027
10,000,000.00 Various

3.70%
10,078,828.13
10,067,970.09

96.92 4.68%
9,691,800.00
97,927.99

3.48%
(376,170.09)
Aaa / AA+
AA+

4.25 3.83
91282CGT2 US Treasury Note

3.625% Due 03/31/2028
7,000,000.00 Various

3.58%
7,014,042.96
7,012,903.14

95.87 4.65%
6,710,704.00
693.31

2.39%
(302,199.14)
Aaa / AA+
AA+

4.50 4.09
91282CHE4 US Treasury Note

3.625% Due 05/31/2028
4,500,000.00 Various

4.07%
4,412,773.44
4,416,874.18

95.84 4.62%
4,312,971.00
54,820.69

1.55%
(103,903.18)
Aaa / AA+
AA+

4.67 4.18
91282CHQ7 US Treasury Note

4.125% Due 07/31/2028
9,000,000.00 Various

4.51%
8,848,203.13
8,849,166.12

97.84 4.63%
8,805,942.00
62,547.55

3.16%
(43,224.12)
Aaa / AA+
AA+

4.84 4.30
TOTAL US Treasury 108,000,000.00 2.88%
107,291,953.18
107,471,967.66 4.83%
102,206,540.00
639,262.62

36.60%
(5,265,427.66)
Aaa / AA+
AA+

3.30 3.04
TOTAL PORTFOLIO 294,342,265.10 2.66%
294,051,424.88
293,523,667.82 5.24%
279,473,335.74
1,524,241.26
100.00%
(14,050,332.08)
Aa1 / AA
AA+

2.89 2.46
TOTAL MARKET VALUE PLUS ACCRUALS 280,997,577.00
As of September 30, 2023
39 99
Holdings Report
City of Dublin Reporting Account - Account #10219
CUSIP Security Description Par Value/Units Purchase Date Book Yield
Cost Value
Book Value
Mkt Price
Mkt YTM
Market Value
Accrued Int.
% of Port.

Gain/Loss
Moody/S&P
Fitch
Maturity
Duration
LAIF
90LAIF$00 Local Agency Investment Fund State Pool

26,297,089.57 Various

3.61%
26,297,089.57
26,297,089.57

1.00 3.61%
26,297,089.57
222,461.84

24.30%

0.00 NR / NR
NR

0.00 0.00
TOTAL LAIF 26,297,089.57 3.61%
26,297,089.57
26,297,089.57 3.61%
26,297,089.57
222,461.84

24.30%

0.00 NR / NR
NR

0.00 0.00
Local Gov Investment Pool
90CAMP$00 California Asset Mgmt Program CAMP

82,616,317.44 Various

5.52%
82,616,317.44
82,616,317.44

1.00 5.52%
82,616,317.44

0.00 75.70%

0.00 NR / AAA
NR

0.00 0.00
TOTAL Local Gov Investment Pool 82,616,317.44 5.52% 82,616,317.44
82,616,317.44 5.52%
82,616,317.44

0.00 75.70%

0.00 NR / AAA
NR

0.00 0.00
TOTAL PORTFOLIO 108,913,407.01 5.06%
108,913,407.01
108,913,407.01 5.06%
108,913,407.01
222,461.84
100.00%

0.00 NR / AAA
NR

0.00 0.00
TOTAL MARKET VALUE PLUS ACCRUALS 109,135,868.85
As of September 30, 2023
40 100
SECTION |
Section 5 |
Transactions
41 101
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 07/13/2023 45950KDD9 1,605,000.00 International Finance Corp Note

4.5% Due: 07/13/2028

99.889 4.53% 1,603,218.45 0.00 1,603,218.45 0.00
Purchase 07/18/2023 05592XAD2 550,000.00 BMW Vehicle Owner Trust 2023-A A3

5.47% Due: 02/25/2028

99.982 5.54% 549,902.54 0.00 549,902.54 0.00
Purchase 07/18/2023 459058KT9 1,300,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

97.148 4.14% 1,262,924.00 758.33 1,263,682.33 0.00
Purchase 07/21/2023
91282CHE4 2,500,000.00 US Treasury Note

3.625% Due: 05/31/2028

97.883 4.11% 2,447,070.31 12,628.07 2,459,698.38 0.00
Purchase 07/27/2023
3130AWMN7 1,500,000.00 FHLB Note

4.375% Due: 06/09/2028
100.441 4.27% 1,506,615.00 2,916.67 1,509,531.67 0.00
Purchase 07/27/2023
459058KT9 1,625,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

96.313 4.33% 1,565,086.25 2,369.79 1,567,456.04 0.00
Purchase 07/28/2023
3137F4D41 1,000,000.00 FHLMC K074 A2

3.6% Due: 01/25/2028

95.441 5.78% 954,414.06 2,700.00 957,114.06 0.00
Purchase 08/18/2023
46647PAF3 2,000,000.00 JP Morgan Chase & Co Callable Note 2X 5/1/2027

3.54% Due: 05/01/2028

92.717 6.08% 1,854,340.00 21,043.33 1,875,383.33 0.00
Purchase 08/21/2023
06368LGV2 2,000,000.00 Bank of Montreal Callable Note Cont 1/1/2028

5.203% Due: 02/01/2028

98.619 5.56% 1,972,380.00 5,781.11 1,978,161.11 0.00
Purchase 08/31/2023
91282CHQ7 1,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

99.227 4.30% 992,265.63 3,474.86 995,740.49 0.00
Purchase 09/08/2023
459058KT9 2,075,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

95.665 4.51% 1,985,048.75 11,297.22 1,996,345.97 0.00
Purchase 09/11/2023
78016HZS2 2,500,000.00 ROYAL BANK OF CANADA Note

5.2% Due: 08/01/2028

98.564 5.54% 2,464,100.00 18,416.67 2,482,516.67 0.00
Purchase 09/12/2023
91282CHQ7 3,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

98.637 4.44% 2,959,101.56 14,459.92 2,973,561.48 0.00
Purchase 09/15/2023
161571HT4 3,090,000.00 Chase Issuance Trust 23-A1 A

5.16% Due: 09/15/2028

99.972 5.23% 3,089,143.45 0.00 3,089,143.45 0.00
Purchase 09/21/2023 91282CHQ7 2,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

98.176 4.55% 1,963,515.63 11,657.61 1,975,173.24 0.00
June 30, 2023 through September 30, 2023
As of September 30, 2023
42 102
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Purchase 09/26/2023 91282CHQ7 3,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

97.777 4.64% 2,933,320.31 19,167.80 2,952,488.11 0.00
Subtotal 30,745,000.00 30,102,445.94 126,671.38 30,229,117.32 0.00 TOTAL ACQUISITIONS 30,745,000.00 30,102,445.94 126,671.38 30,229,117.32 0.00

DISPOSITIONS
Sale 07/17/2023
3130A0F70 5,000,000.00 FHLB Note

3.375% Due: 12/08/2023

99.191 2.73% 4,959,550.00 18,281.25 4,977,831.25 -52,304.30 Sale 07/18/2023 023135BW5 865,000.00 Amazon.com Inc Note

0.45% Due: 05/12/2024

96.003 0.50% 830,425.95 713.63 831,139.58 -34,229.52
Sale 09/07/2023
912828YH7 2,000,000.00 US Treasury Note

1.5% Due: 09/30/2024

95.988 1.65% 1,919,765.63 13,114.75 1,932,880.38 -77,088.51 Sale 09/11/2023
78013XZU5 2,500,000.00 Royal Bank of Canada Note

2.55% Due: 07/16/2024

97.253 2.28% 2,431,325.00 9,739.58 2,441,064.58 -74,146.69 Sale 09/11/2023
9128283J7 1,500,000.00 US Treasury Note

2.125% Due: 11/30/2024

96.242 1.76% 1,443,632.81 8,970.29 1,452,603.10 -62,726.39 Sale 09/11/2023
912828YH7 1,500,000.00 US Treasury Note

1.5% Due: 09/30/2024

96.059 1.65% 1,440,878.91 10,081.97 1,450,960.88 -56,785.94 Sale 09/12/2023
9128283J7 1,500,000.00 US Treasury Note

2.125% Due: 11/30/2024

96.234 1.76% 1,443,515.63 9,057.38 1,452,573.01 -62,829.30 Sale 09/12/2023
912828ZC7 1,500,000.00 US Treasury Note

1.125% Due: 02/28/2025

94.277 0.52% 1,414,160.16 556.32 1,414,716.48 -98,981.14 Sale 09/21/2023
3135G0V34 2,000,000.00 FNMA Note

2.5% Due: 02/05/2024

98.874 2.58% 1,977,480.00 6,388.89 1,983,868.89 -21,937.96 Sale 09/26/2023
3130A1XJ2 1,695,000.00 FHLB Note

2.875% Due: 06/14/2024

98.123 1.96% 1,663,184.85 13,807.19 1,676,992.04 -42,319.33 Subtotal 20,060,000.00 19,523,918.94 90,711.25 19,614,630.19 -583,349.08 June 30, 2023 through September 30, 2023
As of September 30, 2023
43 103
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Call 07/23/2023 46647PAU0 2,500,000.00 JP Morgan Chase & Co Callable Note 1X 7/23/2023 Due: 07/23/2024
100.000 2.35% 2,500,000.00 0.00 2,500,000.00 0.00
Subtotal 2,500,000.00 2,500,000.00 0.00 2,500,000.00 0.00 Maturity 08/11/2023
06406RAJ6 1,200,000.00 Bank of NY Mellon Corp Note

3.45% Due: 08/11/2023
100.000 1,200,000.00 0.00 1,200,000.00 0.00
Subtotal 1,200,000.00 1,200,000.00 0.00 1,200,000.00 0.00 TOTAL DISPOSITIONS 23,760,000.00 23,223,918.94 90,711.25 23,314,630.19 -583,349.08 June 30, 2023 through September 30, 2023
As of September 30, 2023
44 104
Transaction Ledger
City of Dublin Reporting Account - Account #10219
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 07/15/2023 90LAIF$00 204,860.61 Local Agency Investment Fund State Pool 1.000 3.26% 204,860.61 0.00 204,860.61 0.00 Purchase 07/31/2023 90CAMP$00 425,172.48 California Asset Mgmt Program CAMP 1.000 5.43% 425,172.48 0.00 425,172.48 0.00 Purchase 08/31/2023 90CAMP$00 392,308.67 California Asset Mgmt Program CAMP 1.000 5.54% 392,308.67 0.00 392,308.67 0.00 Purchase 09/29/2023 90CAMP$00 372,957.34 California Asset Mgmt Program CAMP 1.000 5.54% 372,957.34 0.00 372,957.34 0.00 Subtotal 1,395,299.10 1,395,299.10 0.00 1,395,299.10 0.00 Security
Contribution
07/11/2023 90CAMP$00 4,000,000.00 California Asset Mgmt Program CAMP 1.000 4,000,000.00 0.00 4,000,000.00 0.00 Security
Contribution
09/07/2023
90CAMP$00 4,500,000.00 California Asset Mgmt Program CAMP 1.000 4,500,000.00 0.00 4,500,000.00 0.00 Subtotal 8,500,000.00 8,500,000.00 0.00 8,500,000.00 0.00 TOTAL ACQUISITIONS 9,895,299.10 9,895,299.10 0.00 9,895,299.10 0.00

DISPOSITIONS
Security
Withdrawal
07/18/2023 90CAMP$00 7,000,000.00 California Asset Mgmt Program CAMP 1.000 7,000,000.00 0.00 7,000,000.00 0.00 Security
Withdrawal
08/02/2023
90CAMP$00 550,000.00 California Asset Mgmt Program CAMP 1.000 550,000.00 0.00 550,000.00 0.00 Security
Withdrawal
08/08/2023
90CAMP$00 5,500,000.00 California Asset Mgmt Program CAMP 1.000 5,500,000.00 0.00 5,500,000.00 0.00 Security
Withdrawal
08/17/2023
90CAMP$00 6,300,000.00 California Asset Mgmt Program CAMP 1.000 6,300,000.00 0.00 6,300,000.00 0.00 Security
Withdrawal
08/22/2023
90CAMP$00 1,700,000.00 California Asset Mgmt Program CAMP 1.000 1,700,000.00 0.00 1,700,000.00 0.00 June 30, 2023 through September 30, 2023
As of September 30, 2023
45 105
Transaction Ledger
City of Dublin Reporting Account - Account #10219
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Security
Withdrawal
09/20/2023
90CAMP$00 700,000.00 California Asset Mgmt Program CAMP 1.000 700,000.00 0.00 700,000.00 0.00 Subtotal 21,750,000.00 21,750,000.00 0.00 21,750,000.00 0.00 TOTAL DISPOSITIONS 21,750,000.00 21,750,000.00 0.00 21,750,000.00 0.00 June 30, 2023 through September 30, 2023
As of September 30, 2023
46 106
Important Disclosures
2023 Chandler Asset Management, Inc, An Independent Registered Investment Adviser.

Information contained herein is confidential. Prices are provided by ICE Data Services Inc (“IDS”), an independent pricing source. In the event IDS does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.

Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.

Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.

Source I CE Data Indices, LLC ("ICE"), used with permission. ICE permits use of the ICE indices and related data on an "as is" basis; ICE, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE data, its affiliates or their respective third party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an "as is" basis and licensee's use it at licensee's own risk. ICE data, its affiliates and their respective third party do not sponsor, endorse, or recommend chandler asset management, or any of its products or services.

This report is provided for informational purposes only and should not be construed as a specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of publication, but may become outdated or superseded at any time without notice. Any opinions or views expressed are based on current market conditions and are subject to change. This report may contain forecasts and forward-looking statements which are inherently limited and should not be relied upon as indicator of future results. Past performance is not indicative of future results. This report is not intended to constitute an offer, solicitation, recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a substitute for the exercise of their own judgment.

Fixed i ncome investments are subject to interest, credit and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates.

Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest and carries a AA+/Aaa/AAA by S&P, Moody’s and Fitch respectively.

Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account.

As of September 30, 2023
47 107
Benchmark Disclosures
ICE BofA 1-5 Yr US Treasury & Agency Index*
The I CE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies.

The ICE BofA 1-3 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than three years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 m illion for agencies.

As of September 30, 2023
48 108
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 07/13/2023 45950KDD9 1,605,000.00 International Finance Corp Note

4.5% Due: 07/13/2028

99.889 4.53% 1,603,218.45 0.00 1,603,218.45 0.00
Purchase 07/18/2023 05592XAD2 550,000.00 BMW Vehicle Owner Trust 2023-A A3

5.47% Due: 02/25/2028

99.982 5.54% 549,902.54 0.00 549,902.54 0.00
Purchase 07/18/2023 459058KT9 1,300,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

97.148 4.14% 1,262,924.00 758.33 1,263,682.33 0.00
Purchase 07/21/2023
91282CHE4 2,500,000.00 US Treasury Note

3.625% Due: 05/31/2028

97.883 4.11% 2,447,070.31 12,628.07 2,459,698.38 0.00
Purchase 07/27/2023
3130AWMN7 1,500,000.00 FHLB Note

4.375% Due: 06/09/2028
100.441 4.27% 1,506,615.00 2,916.67 1,509,531.67 0.00
Purchase 07/27/2023
459058KT9 1,625,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

96.313 4.33% 1,565,086.25 2,369.79 1,567,456.04 0.00
Purchase 07/28/2023
3137F4D41 1,000,000.00 FHLMC K074 A2

3.6% Due: 01/25/2028

95.441 5.78% 954,414.06 2,700.00 957,114.06 0.00
Purchase 08/18/2023
46647PAF3 2,000,000.00 JP Morgan Chase & Co Callable Note 2X 5/1/2027

3.54% Due: 05/01/2028

92.717 6.08% 1,854,340.00 21,043.33 1,875,383.33 0.00
Purchase 08/21/2023
06368LGV2 2,000,000.00 Bank of Montreal Callable Note Cont 1/1/2028

5.203% Due: 02/01/2028

98.619 5.56% 1,972,380.00 5,781.11 1,978,161.11 0.00
Purchase 08/31/2023
91282CHQ7 1,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

99.227 4.30% 992,265.63 3,474.86 995,740.49 0.00
Purchase 09/08/2023
459058KT9 2,075,000.00 Intl. Bank Recon & Development Note

3.5% Due: 07/12/2028

95.665 4.51% 1,985,048.75 11,297.22 1,996,345.97 0.00
Purchase 09/11/2023
78016HZS2 2,500,000.00 ROYAL BANK OF CANADA Note

5.2% Due: 08/01/2028

98.564 5.54% 2,464,100.00 18,416.67 2,482,516.67 0.00
Purchase 09/12/2023
91282CHQ7 3,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

98.637 4.44% 2,959,101.56 14,459.92 2,973,561.48 0.00
Purchase 09/15/2023
161571HT4 3,090,000.00 Chase Issuance Trust 23-A1 A

5.16% Due: 09/15/2028

99.972 5.23% 3,089,143.45 0.00 3,089,143.45 0.00
Purchase 09/21/2023 91282CHQ7 2,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

98.176 4.55% 1,963,515.63 11,657.61 1,975,173.24 0.00
June 30, 2023 through September 30, 2023
As of September 30, 2023
42 Attachment 2
109
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Purchase 09/26/2023 91282CHQ7 3,000,000.00 US Treasury Note

4.125% Due: 07/31/2028

97.777 4.64% 2,933,320.31 19,167.80 2,952,488.11 0.00
Subtotal 30,745,000.00 30,102,445.94 126,671.38 30,229,117.32 0.00 TOTAL ACQUISITIONS 30,745,000.00 30,102,445.94 126,671.38 30,229,117.32 0.00

DISPOSITIONS
Sale 07/17/2023
3130A0F70 5,000,000.00 FHLB Note

3.375% Due: 12/08/2023

99.191 2.73% 4,959,550.00 18,281.25 4,977,831.25 -52,304.30 Sale 07/18/2023 023135BW5 865,000.00 Amazon.com Inc Note

0.45% Due: 05/12/2024

96.003 0.50% 830,425.95 713.63 831,139.58 -34,229.52
Sale 09/07/2023
912828YH7 2,000,000.00 US Treasury Note

1.5% Due: 09/30/2024

95.988 1.65% 1,919,765.63 13,114.75 1,932,880.38 -77,088.51 Sale 09/11/2023
78013XZU5 2,500,000.00 Royal Bank of Canada Note

2.55% Due: 07/16/2024

97.253 2.28% 2,431,325.00 9,739.58 2,441,064.58 -74,146.69 Sale 09/11/2023
9128283J7 1,500,000.00 US Treasury Note

2.125% Due: 11/30/2024

96.242 1.76% 1,443,632.81 8,970.29 1,452,603.10 -62,726.39 Sale 09/11/2023
912828YH7 1,500,000.00 US Treasury Note

1.5% Due: 09/30/2024

96.059 1.65% 1,440,878.91 10,081.97 1,450,960.88 -56,785.94 Sale 09/12/2023
9128283J7 1,500,000.00 US Treasury Note

2.125% Due: 11/30/2024

96.234 1.76% 1,443,515.63 9,057.38 1,452,573.01 -62,829.30 Sale 09/12/2023
912828ZC7 1,500,000.00 US Treasury Note

1.125% Due: 02/28/2025

94.277 0.52% 1,414,160.16 556.32 1,414,716.48 -98,981.14 Sale 09/21/2023
3135G0V34 2,000,000.00 FNMA Note

2.5% Due: 02/05/2024

98.874 2.58% 1,977,480.00 6,388.89 1,983,868.89 -21,937.96 Sale 09/26/2023
3130A1XJ2 1,695,000.00 FHLB Note

2.875% Due: 06/14/2024

98.123 1.96% 1,663,184.85 13,807.19 1,676,992.04 -42,319.33 Subtotal 20,060,000.00 19,523,918.94 90,711.25 19,614,630.19 -583,349.08 June 30, 2023 through September 30, 2023
As of September 30, 2023
43 110
Transaction Ledger
City of Dublin - Account #10198
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Call 07/23/2023 46647PAU0 2,500,000.00 JP Morgan Chase & Co Callable Note 1X 7/23/2023 Due: 07/23/2024
100.000 2.35% 2,500,000.00 0.00 2,500,000.00 0.00
Subtotal 2,500,000.00 2,500,000.00 0.00 2,500,000.00 0.00 Maturity 08/11/2023
06406RAJ6 1,200,000.00 Bank of NY Mellon Corp Note

3.45% Due: 08/11/2023
100.000 1,200,000.00 0.00 1,200,000.00 0.00
Subtotal 1,200,000.00 1,200,000.00 0.00 1,200,000.00 0.00 TOTAL DISPOSITIONS 23,760,000.00 23,223,918.94 90,711.25 23,314,630.19 -583,349.08 June 30, 2023 through September 30, 2023
As of September 30, 2023
44 111
Transaction Ledger
City of Dublin Reporting Account - Account #10219
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss

ACQUISITIONS
Purchase 07/15/2023 90LAIF$00 204,860.61 Local Agency Investment Fund State Pool 1.000 3.26% 204,860.61 0.00 204,860.61 0.00 Purchase 07/31/2023 90CAMP$00 425,172.48 California Asset Mgmt Program CAMP 1.000 5.43% 425,172.48 0.00 425,172.48 0.00 Purchase 08/31/2023 90CAMP$00 392,308.67 California Asset Mgmt Program CAMP 1.000 5.54% 392,308.67 0.00 392,308.67 0.00 Purchase 09/29/2023 90CAMP$00 372,957.34 California Asset Mgmt Program CAMP 1.000 5.54% 372,957.34 0.00 372,957.34 0.00 Subtotal 1,395,299.10 1,395,299.10 0.00 1,395,299.10 0.00 Security
Contribution
07/11/2023 90CAMP$00 4,000,000.00 California Asset Mgmt Program CAMP 1.000 4,000,000.00 0.00 4,000,000.00 0.00 Security
Contribution
09/07/2023
90CAMP$00 4,500,000.00 California Asset Mgmt Program CAMP 1.000 4,500,000.00 0.00 4,500,000.00 0.00 Subtotal 8,500,000.00 8,500,000.00 0.00 8,500,000.00 0.00 TOTAL ACQUISITIONS 9,895,299.10 9,895,299.10 0.00 9,895,299.10 0.00

DISPOSITIONS
Security
Withdrawal
07/18/2023 90CAMP$00 7,000,000.00 California Asset Mgmt Program CAMP 1.000 7,000,000.00 0.00 7,000,000.00 0.00 Security
Withdrawal
08/02/2023
90CAMP$00 550,000.00 California Asset Mgmt Program CAMP 1.000 550,000.00 0.00 550,000.00 0.00 Security
Withdrawal
08/08/2023
90CAMP$00 5,500,000.00 California Asset Mgmt Program CAMP 1.000 5,500,000.00 0.00 5,500,000.00 0.00 Security
Withdrawal
08/17/2023
90CAMP$00 6,300,000.00 California Asset Mgmt Program CAMP 1.000 6,300,000.00 0.00 6,300,000.00 0.00 Security
Withdrawal
08/22/2023
90CAMP$00 1,700,000.00 California Asset Mgmt Program CAMP 1.000 1,700,000.00 0.00 1,700,000.00 0.00 June 30, 2023 through September 30, 2023
As of September 30, 2023
45 112
Transaction Ledger
City of Dublin Reporting Account - Account #10219
Transaction
Type
Settlement
Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest
Pur/Sold Total Amount Gain/Loss
Security
Withdrawal
09/20/2023
90CAMP$00 700,000.00 California Asset Mgmt Program CAMP 1.000 700,000.00 0.00 700,000.00 0.00 Subtotal 21,750,000.00 21,750,000.00 0.00 21,750,000.00 0.00 TOTAL DISPOSITIONS 21,750,000.00 21,750,000.00 0.00 21,750,000.00 0.00 June 30, 2023 through September 30, 2023
As of September 30, 2023
46 113

STAFF REPORT

CITY COUNCIL

Agenda Item 5.6
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Pancreatic Cancer Awareness Month Proclamation Prepared by: Marissa Clevenger, Administrative Technician EXECUTIVE SUMMARY:

The City Council will consider the Pancreatic Cancer Awareness Month proclamation.

STAFF RECOMMENDATION:

Approve the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Pancreatic Cancer Awareness Month has grown into a global movement that seeks to improve early detection, support patients and their families, and advance research to find more effective treatments for this challenging disease.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Pancreatic Cancer Awareness Month Proclamation
114
Attachment 1

A PROCLAMATION OF THE CITY COUNCIL

CITY OF DUBLIN, CALIFORNIA
“Pancreatic Cancer Awareness Month”
WHEREAS, in 2023 an estimated 64,050 Americans will be diagnosed with pancreatic cancer in the U.S., and more than 50,550 will die from the disease; and
WHEREAS, pancreatic cancer has the highest mortality rate of all major cancers, and is the least understood. It is currently the third leading cause of cancer-related death in the United States after lung and colon cancersand is expected to become the second by 2030; and
WHEREAS, for all stages of pancreatic cancer combined, the five-year relative survival rate is only 12%. For the small percentage (15%) of people diagnosed with local disease, the five-year survival rate is 44%; and WHEREAS, symptoms for pancreatic cancer may include weight loss, abdominal discomfort, back pain, development of type 2 diabetes and some tumors, and jaundice; and
WHEREAS, on World Pancreatic Cancer Day, November 16, 2023, communitiesand organizations around the world recognize pancreatic cancer and seek to improve early detection, support patients and their families, and advance research to find more effective treatments for this challenging disease.

NOW, THEREFORE, BE IT RESOLVEDthat the City Council of the City of Dublin hereby proclaims November 2023 as Pancreatic Cancer Awareness Month in Dublin and encourages citizens to increase their awareness about pancreatic cancer and the research into early detection, causes, and effective treatments.

DATED: November 7, 2023

Mayor Melissa Hernandez Vice Mayor Michael McCorriston
_______
Councilmember Sherry Hu Councilmember Jean Josey Councilmember Kashef Qaadri 115

STAFF REPORT

CITY COUNCIL

Agenda Item 7.1
DATE: November 7, 2023
TO: Honorable Mayor and City Councilmembers
FROM: Linda Smith, City Manager
SUBJECT: Consideration of a Resolution Authorizing the Issuance of Special Tax Bonds for and on behalf of the City of Dublin Community Facilities District No. 2015- 1 (Dublin Crossing), Improvement Area No. 5 and Approving Form of and Execution of Related Documents
Prepared by: Jay Baksa, Finance Director
EXECUTIVE SUMMARY:

The City Council will consider the fifth phase of special tax bond financing for Community Facilities District No. 2015-1 (Dublin Crossing) and the use of the bond sale proceeds to finance authorized public capital facilities and public capital facility impact fees. The item for consideration is a Resolution authorizing issuance of the 2023 special tax bonds and approving the forms and execution of related bond documents.

STAFF RECOMMENDATION:

Adopt the Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5; Approving the Form and Authorizing the Execution of a Fiscal Agent Agreement, a Purchase Contract and a Continuing Disclosure Certificate and Authorizing the Sale and Delivery of Special Tax Bonds Pursuant to Said Purchase Contract; Approving the Form and Delivery of a Preliminary Official Statement and the Preparation and Distribution of a Final Official Statement to be Derived From the Preliminary Official Statement; and Approving Execution and Delivery of Other Documents and Taking of Actions as Necessary to Implement the Issuance, Sale and Delivery of the Bonds.

FINANCIAL IMPACT:

There is no financial impact on City funds. All costs of bond issuance, including bond and disclosure counsel services, will be covered by bond proceeds. The bonds are payable solely from special taxes levied on property within Improvement Area No. 5 of the CFD. 116

DESCRIPTION:

This Staff Report discusses the required actions for City Council consideration to proceed with the issuance, sale, and delivery of the fifth series of bonds for Community Facilities District No. 2015-1 (Dublin Crossing) and the disbursement of bond sale proceeds to finance the previously authorized public capital facilities upon completion and public capital facility fees relating to the development project initially known as Dublin Crossing but since renamed Boulevard.

Background
On June 2, 2015, the City Council adopted Resolution No. 96-15, forming the Community Facilities District (CFD) and identifying the public capital facilities and public capital facility impact fees to be financed by the CFD. On the same date, the City Council adopted Resolution No. 97- 15, deeming it necessary to incur indebtedness (in the form of bonds) to provide the authorized financing.

The financing program has been structured to take place in phases related to designated subareas of the CFD, known as Improvement Areas. The first phase related to Improvement Area No. 1, a portion of which was the subject of the annexation proceedings completed by the recording on June 26, 2017, of Annexation Map No. 1, approved by Resolution No. 93-17, adopted by the City Council on June 20, 2017. The City Council approved by Resolution No. 101-17, adopted by the City Council on July 18, 2017, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 1, and consists of 469 planned residential units. The amount of the Improvement Area No.1 bonds issued was $32,740,000. All of the Improvement Area No. 1 bond proceeds have been spent.

The second phase, Improvement Area No. 2, consists of 492 residential units, which have all been sold to individual homeowners. The City Council approved by Resolution No. 118-18, adopted by the City Council on November 18, 2018, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 2. The amount of the Improvement Area No. 2 bonds issued was $37,745,000. All of the Improvement Area No. 2 bond proceeds have been spent.

The third phase, Improvement Area No. 3, consists of 287 planned residential units constructed, under construction or to be constructed, as of October 1, 2023, 143 of the homes have been sold to individual homeowners. The City Council approved by Resolution No. 96-21, adopted by the City Council on July 20, 2021, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 3. The amount of the Improvement Area No. 3 bonds issued was $26,000,000. All of the Improvement Area No. 3 bond proceeds have been spent.

The fourth phase, Improvement Area No. 4, consists of 266 planned residential units under construction or to be constructed, as of October 1, 2023, 50 of the homes have been sold to individual homeowners. The City Council approved by Resolution No. 116-22, adopted on September 20, 2022, the issuance of bonds secured by and repaid from the proceeds of special taxes levied upon only the taxable parcels in Improvement Area No. 4. The amount of the Improvement Area No. 4 bonds issued was $21,720,000. Approximately $50,319 of the Improvement Area No. 4 bond proceeds remain unspent and are anticipated to be spent this year. 117

The fifth phase, Improvement Area No. 5, consists of 244 planned residential units under construction or to be constructed. Presently, three residential units have closed to homeowners, 96 units are under construction, and 145 units will be constructed in the future. The estimated value of the property securing the repayment of special taxes is $111,070,000 per the appraisal report prepared for the City by Integra Realty Resources. This provides an estimated Value-to- Lien Ratio of 6.53:1 based on the estimated $17,005,000 par amount of bonds to be issued.

Adoption of the attached resolution (Attachment 1) will approve the issuance of bonds secured by and repaid from the proceeds of special taxes levied on taxable parcels in Improvement Area No.

5. Authorizing Issuance of Bonds and Approving Related Documents (Attachment 1-4) Attachment 1 authorizes the issuance of a not-to-exceed amount of $18,750,000 in bonds for Improvement Area No. 5 to provide financing for a portion of the costs and expenses of authorized CFD public improvements. Despite this authorization, based on the current interest rates, plus a 25 basis point cushion, it is estimated that $17,005,000 in bonds will be issued. Attachment 1 also approves the following related documents:
 The Fiscal Agent Agreement (Attachment 2), between the City and U.S. Bank National Association, as Fiscal Agent, which provides the form of the bonds and provides for the administration of both the bond sale proceeds and the special tax proceeds from which the bonds will be repaid.
 The Purchase Contract (Attachment 3), between the City and Piper Sandler provides for the sale of the bonds by the City to the underwriter for resale to ultimate purchasers. Due to changes in key personnel, staff replaced Hilltop Securities with Piper Sandler as the Underwriter for the Improvement Area No. 5 bond sale based on their extensive experience underwriting non-rated CFD Bonds.
 The Preliminary Official Statement (Attachment 4), which provides certain information about the City, CFD No. 2015-1, Improvement Area No. 5, and the owners and developers of the property in Improvement Area No. 5 to enable prospective purchasers of the bonds to make an informed investment decision.
 The Continuing Disclosure Certificate (Attachment 4, Appendix G-1), which prescribes the terms and conditions under which the City, as issuer of the bonds, will provide annual disclosure reports containing information about the CFD and Improvement Area No. 5 for the benefit of the bond holders, in satisfaction of requirements of federal securities laws, together with notice of certain prescribed events (the Listed Events) if such events occur.

City Council Actions Needed
Approval of the attached resolution and financing documents (Attachments 1-4) will complete the items discussed in this Staff Report and enable the working group, which consists of City Staff, the developers, and the City’s financial consultants to proceed with issuance, sale, and delivery of the bonds.
118

Once approved, the working group anticipates posting the Preliminary Official Statement to potential investors on November 8, 2023, pricing the bonds in mid-November, and closing the bonds in early December. At that time, bond proceeds will be available to reimburse the developer for costs incurred.

Senate Bill 450 Analysis
Senate Bill 450, effective January 1, 2018, requires that the Council be furnished with a good faith estimate of (i) the true interest cost of the bonds (the rate necessary to discount the amounts payable on the payment dates to the purchase price received); (ii) the finance charge (the sum of all fees and charges paid to third parties); (iii) the amount of proceeds received by the issuer (the gross proceeds less the finance charges and any reserves or capitalized interest funded by the bonds); and (iv) the total payment amount (the total of all debt service payments to maturity plus fees and charges not paid from bond proceeds). For these bonds, the estimates are as follows: (i) true interest cost: 6.31%; (ii) finance charge: $717,538; (iii) net proceeds $13,888,931; and (iv) total payment amount: $38,926,756. The public shall have access to these estimates. These amounts are good faith estimates provided by the City’s Underwriter, Piper Sandler, based on a projected par amount of bonds of $17,005,000, less original issue discount of $249,950, given market conditions as of October 23, 2023 plus 25 basis points; the actual amounts are determined when the bonds are priced and will vary from these estimates.

STRATEGIC PLAN INITIATIVE:

Strategic Objective 3a: Explore use of funding mechanisms like community facilities districts for capital and ongoing maintenance needs.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Authorizing the Issuance of Special Tax Bonds For and On Behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing), Improvement Area No. 5 2) Fiscal Agent Agreement
3) City of Dublin CFD No. 2015-1 Special Tax Bonds, Series 2023 Purchase Contract 4) Preliminary Official Statement including Continuing Disclosure Certificate as Appendix G-1 119
Attachment 1
Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 1 of 4 RESOLUTION NO. XX – 23

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF THE CITY OF DUBLIN COMMUNITY FACILITIES DISTRICT NO. 2015-1 (DUBLIN CROSSING), IMPROVEMENT AREA NO. 5; APPROVING THE FORM AND AUTHORIZING

THE EXECUTION OF A FISCAL AGENT AGREEMENT, A PURCHASE CONTRACT AND A

CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING THE SALE AND DELIVERY OF SPECIAL TAX BONDS PURSUANT TO SAID PURCHASE CONTRACT;

APPROVING THE FORM AND DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT

AND THE PREPARATION AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT TO BE DERIVED FROM THE PRELIMINARY OFFICIAL STATEMENT; AND APPROVING

EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND TAKING OF ACTIONS AS

NECESSARY TO IMPLEMENT THE ISSUANCE, SALE AND DELIVERY OF THE BONDS WHEREAS, the City Council (the “City Council”) of the City of Dublin (the “City”) has previously conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to form the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (“CFD No. 2015-1”) and a “Future Annexation Area” which has been the subject of annexations into CFD No. 2015-1 from time to time, to authorize the levy of special taxes upon the land within prescribed improvement areas of CFD No. 2015-1 (the “Special Taxes”), and to issue special tax bonds for the improvement areas of CFD No. 2015-1 secured thereby for the purpose of financing all or a portion of the cost and expense of certain authorized public capital facilities and capital facility impact fees (the “Authorized CFD Public Improvements”); and
WHEREAS, Resolution No. 96-15, adopted by the City Council on June 2, 2015 (the “Resolution of Formation”), among other things, authorized the financing of the Authorized CFD Public Improvements via the levy of the Special Taxes upon the taxable property within each of five improvement areas of CFD No. 2015-1 (including Improvement Area No. 5); and WHEREAS, the owners of all the land in Improvement Area No. 5 of CFD No. 2015-1 have delivered to the City the unanimous approvals required to officially annex Improvement Area No. 5 into CFD No. 2015-1, to levy the Special Tax within Improvement Area No. 5 and to incur bonded indebtedness for Improvement Area No. 5 in the maximum principal amount of $25,515,000; and WHEREAS, by this Resolution (this “Resolution”), in order to provide financing for a portion of the costs and expenses of Authorized CFD Public Improvements, the City Council, acting on behalf of CFD No. 2015-1, desires to provide for the issuance, sale and delivery of its City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023 (the “2023 Bonds”); and
WHEREAS, there has been submitted to the City Council for consideration at this meeting forms of the following documents:
(a) a Fiscal Agent Agreement (the “Fiscal Agent Agreement”), between the City, for and on behalf of City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5, and U.S. Bank Trust Company, National 120
Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 2 of 4 Association, as fiscal agent (the “Fiscal Agent”), providing for the issuance, execution, delivery and administration of the 2023 Bonds upon the security of and payable solely from the proceeds of the Special Taxes levied in Improvement Area No. 5 and certain prescribed portions of the proceeds of sale of the 2023 Bonds; (b) a Purchase Contract (the “Purchase Contract”), between the City and Piper Sandler & Co., as underwriter (the “Underwriter”), providing for the sale by the City and the purchase by the Underwriter of the 2023 Bonds;
(c) a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), by which the City agrees to provide an annual report providing certain information relating to the 2023 Bonds as described therein; and
(d) a Preliminary Official Statement (the “Preliminary Official Statement”), providing certain information about the City, CFD No. 2015-1, Improvement Area No. 5, and the owners and developers of the property in Improvement Area No. 5 to enable prospective purchasers of the 2023 Bonds to make an informed investment decision; and
WHEREAS, the City Council wishes by this Resolution to approve the forms of the Fiscal Agent Agreement, Purchase Contract and Continuing Disclosure Certificate and to authorize the City Manager, Assistant City Manager and Finance Director (each, an “Authorized Officer”), each acting individually or together, to execute and deliver each such document, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or Bond Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds; and WHEREAS, the City Council further wishes by this Resolution to approve the Preliminary Official Statement and to authorize and direct the delivery thereof to the Underwriter, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds, and to authorize and direct the preparation, execution and delivery of a final Official Statement to be derived therefrom; and
WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the 2023 Bonds as contemplated by this Resolution and the execution and delivery of the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. Without limiting the generality of the foregoing, the City Council hereby finds and determines that the 2023 Bonds and the authorized applications of the proceeds of sale thereof are in compliance with the City’s Local Goals and Policies Concerning Use of the Mello-Roos Community Facilities Act of 1982.

NOW, THEREFORE, BE IT RESOLVED THAT the City Council of the City of Dublin hereby finds, determines and resolves as follows:

Section 1. The foregoing recitals are true and correct, and the City Council hereby so finds and determines.
121
Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 3 of 4 Section 2. The City Council hereby authorizes the issuance of the 2023 Bonds pursuant to the Act, this Resolution and the Fiscal Agent Agreement in an aggregate principal amount to be set forth in the Purchase Contract, subject to the limitations provided in Section 4 hereof. The 2023 Bonds shall be issued as the “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023,” or similar designation. The 2023 Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

Section 3. The City Council hereby approves the Fiscal Agent Agreement, the Purchase Contract and the Continuing Disclosure Certificate in the respective forms presented. Each Authorized Officer is hereby authorized and directed to execute each of these three agreements, for and in the name and on behalf of the City, subject to such modifications as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Bond Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds. The City Council hereby authorizes the performance by the City and its officers and employees of the duties and obligations imposed upon the City and its officers and employees under the terms of each of the three agreements.

Without limiting the generality of the foregoing, the City shall coordinate with the Fiscal Agent to apply the proceeds of the 2023 Bonds for the purposes and in the amounts as set forth in the Fiscal Agent Agreement.

Section 4. Each Authorized Officer is hereby authorized and directed to accept the offer of the Underwriter to purchase the 2023 Bonds as set forth in the Purchase Contract, as executed by the Underwriter and by the Authorized Officer executing the same, for and in the name and on behalf of the City; provided, that (a) the aggregate principal amount of the 2023 Bonds shall not exceed $18,750,000, which is the maximum authorized indebtedness limit for Improvement Area No. 5 of CFD 2015-1, and (b) the Underwriter’s discount on the 2023 Bonds does not exceed

0.95% of the par amount, and the true interest cost does not exceed 7.25%. As required by Section 53345.8 of the Act, the City Council finds and determines that the value of the real property subject to the special tax in Improvement Area No. 5 of CFD 2015-1 is at least three times the maximum principal amount of the 2023 Bonds to be issued under the Fiscal Agent Agreement and the principal amount of all other bonds that are secured by a special tax levied pursuant to the Act or a special assessment on property within Improvement Area No. 5. The City Council further finds and determines that the sale of the 2023 Bonds to the Underwriter by negotiated sale will result in a lower overall interest cost to the City and Improvement Area No. 5 of CFD 2015-1.

Section 5. The City Council hereby approves the Preliminary Official Statement in the form presented. Each Authorized Officer is hereby authorized and directed to approve changes to the Preliminary Official Statement prior to its dissemination to the Underwriter and prospective investors, and to execute and deliver a final Official Statement (the “Official Statement”) to be derived from the Preliminary Official Statement, for and in the name and on behalf of the City, with such changes or additions thereto as the Authorized Officer executing the same, in his or her sole discretion deems appropriate following consultation with the City Attorney or the Disclosure Counsel, Municipal Advisor or Special Tax Consultant to the City for CFD No. 2015-1 and the 2023 Bonds. The City Council hereby authorizes the Underwriter to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the 2023 Bonds and to deliver copies of the Official Statement to all actual purchasers of the 2023 Bonds.

Each Authorized Officer is hereby authorized and directed to execute a certificate or certificates to the effect that the Preliminary Official Statement is deemed “final” for purposes of Rule 15c2- 12 of the Securities Exchange Act of 1934 as of its date of distribution. 122
Reso. No. XX-23, Item X.X, Adopted XX/XX/2023 Page 4 of 4 Section 6. The City hereby covenants, for the benefit of the owners of the 2023 Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a Special Tax within Improvement Area No. 5 for the payment of interest or principal of the 2023 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

Section 7. The 2023 Bonds, when executed by the prescribed officers of the City, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2023 Bonds by executing the Fiscal Agent’s certificate of authentication and registration appearing thereon, and to deliver the 2023 Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by an Authorized Officer, which instructions each Authorized Officer is hereby authorized, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the 2023 Bonds to the Underwriter or its designee in accordance with the Purchase Contract, upon payment of the purchase price therefor.

Section 8. All actions heretofore taken by the officers and agents of the City with respect to the establishment of CFD No. 2015-1 and the annexation and designation of certain land therein as Improvement Area No. 5, the establishment of the maximum authorized indebtedness limit and appropriations limit for Improvement Area No. 5, and the sale and issuance of the 2023 Bonds are hereby approved, confirmed and ratified, and each Authorized Officer is hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which he or she may deem necessary or advisable in order to consummate the lawful issuance and delivery of the 2023 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Any document herein approved and executed and delivered by an Authorized Officer shall be a valid and binding agreement of the City.

Section 9. This Resolution shall take effect upon its adoption.

PASSED, APPROVED AND ADOPTED this 7th day of November 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
123
Jones Hall Draft 10.27.23

FISCAL AGENT AGREEMENT
by and between the

CITY OF DUBLIN
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of December 1, 2023
Relating to:
$____________
City of Dublin
Community Facilities District No. 2015-1
(Dublin Crossing)
Improvement Area No. 5
Special Tax Bonds, Series 2023
Attachment 2
124
i

TABLE OF CONTENTS

ARTICLE I

AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ............................................................................................ 2 Section 1.02. Agreement for Benefit of Owners of the Bonds ............................................................... 2 Section 1.03. Definitions ........................................................................................................................ 2

ARTICLE II
TERMS OF THE 2023 BONDS
Section 2.01. Principal Amount and Designation of 2023 Bonds ........................................................ 12 Section 2.02. Terms of the 2023 Bonds .............................................................................................. 12 Section 2.03. Redemption ................................................................................................................... 13 Section 2.04. Form of 2023 Bonds ...................................................................................................... 16 Section 2.05. Execution and Authentication of Bonds ......................................................................... 16 Section 2.06. Transfer or Exchange of Bonds ..................................................................................... 17 Section 2.07. Bond Register ................................................................................................................ 17 Section 2.08. Temporary Bonds .......................................................................................................... 17 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen .................................................................. 18 Section 2.10. Book-Entry Only System ............................................................................................... 18

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds .................................................................................... 20 Section 3.02. Pledge of Special Tax Revenues .................................................................................. 20 Section 3.03. Limited Obligation .......................................................................................................... 20 Section 3.04. No Acceleration ............................................................................................................. 21 Section 3.05. Validity of Bonds ............................................................................................................ 21 Section 3.06. Additional Bonds ........................................................................................................... 21

ARTICLE IV

PROCEEDS, FUNDS AND ACCOUNTS
Section 4.01. Application of 2023 Bond Proceeds .............................................................................. 22 Section 4.02. Costs of Issuance Fund ................................................................................................. 22 Section 4.03. Reserve Fund ................................................................................................................ 23 Section 4.04. Bond Fund ..................................................................................................................... 24 Section 4.05. Special Tax Fund .......................................................................................................... 26 Section 4.06. Administrative Expense Fund ........................................................................................ 28 Section 4.07. Improvement Fund ........................................................................................................ 28

ARTICLE V

COVENANTS
Section 5.01. Collection of Special Tax Revenues .............................................................................. 30 Section 5.02. Covenant to Foreclose .................................................................................................. 31 Section 5.03. Punctual Payment ......................................................................................................... 31 Section 5.04. Extension of Time for Payment ..................................................................................... 32 Section 5.05. Against Encumbrances ................................................................................................. 32 Section 5.06. Books and Records ....................................................................................................... 32 Section 5.07. Protection of Security and Rights of Owners ................................................................. 32 Section 5.08. Further Assurances ....................................................................................................... 32 Section 5.09. Private Activity Bond Limitations ................................................................................... 32 Section 5.10. Federal Guarantee Prohibition ...................................................................................... 32 Section 5.11. Rebate Requirement ..................................................................................................... 32 Section 5.12. No Arbitrage .................................................................................................................. 33 Attachment 2
125
ii
Section 5.13. Yield of the 2023 Bonds ................................................................................................ 33 Section 5.14. Maintenance of Tax-Exemption ..................................................................................... 33 Section 5.15. Continuing Disclosure ................................................................................................... 33 Section 5.16. Limits on Special Tax Waivers and Bond Tenders ........................................................ 33 Section 5.17. City Bid at Foreclosure Sale .......................................................................................... 34 Section 5.18. Amendment of Rate and Method ................................................................................... 34

ARTICLE VI
INVESTMENTS; LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ................................................................ 35 Section 6.02. Liability of City ............................................................................................................... 36 Section 6.03. Employment of Agents by City ...................................................................................... 37

ARTICLE VII

THE FISCAL AGENT
Section 7.01. The Fiscal Agent ........................................................................................................... 38 Section 7.02. Liability of Fiscal Agent .................................................................................................. 39 Section 7.03. Information; Books and Accounts .................................................................................. 40 Section 7.04. Notice to Fiscal Agent ................................................................................................... 40 Section 7.05. Compensation, Indemnification ..................................................................................... 41

ARTICLE VIII

MODIFICATION OR AMENDMENT
Section 8.01. Amendments Permitted ................................................................................................. 42 Section 8.02. Owners’ Meetings .......................................................................................................... 43 Section 8.03. Procedure for Amendment with Written Consent of Owners ......................................... 43 Section 8.04. Disqualified Bonds ......................................................................................................... 43 Section 8.05. Effect of Supplemental Agreement ................................................................................ 44 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ............................. 44 Section 8.07. Amendatory Endorsement of Bonds ............................................................................. 44

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................... 45 Section 9.02. Successor and Predecessor ......................................................................................... 45 Section 9.03. Discharge of Agreement ................................................................................................ 45 Section 9.04. Execution of Documents and Proof of Ownership by Owners ...................................... 46 Section 9.05. Waiver of Personal Liability ........................................................................................... 46 Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................................... 47 Section 9.07. Partial Invalidity ............................................................................................................. 47 Section 9.08. Unclaimed Moneys ........................................................................................................ 47 Section 9.09. Applicable Law .............................................................................................................. 47 Section 9.10. Conflict with Act ............................................................................................................. 48 Section 9.11. Conclusive Evidence of Regularity ................................................................................ 48 Section 9.12. Payment on Business Day ............................................................................................ 48 Section 9.13. State Reporting Requirements ...................................................................................... 48 Section 9.14. Counterparts .................................................................................................................. 49

EXHIBIT A: FORM OF 2023 BOND
EXHIBIT B: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND EXHIBIT C: OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND

Attachment 2
126
1 FISCAL AGENT AGREEMENT

THIS FISCAL AGENT AGREEMENT (this “Agreement”) is made and entered into and dated as of December 1, 2023, by and between the CITY OF DUBLIN, a municipal corporation and general law city organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) (the “CFD”) for its Improvement Area No. 5 (“Improvement Area No. 5”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in San Francisco, California, as fiscal agent (the “Fiscal Agent”).

WITNESSETH:

WHEREAS, the City Council of the City (the “City Council”) has formed the CFD under the provisions of the Mello -Roos Community Facilities Act of 1982, as amended (section 53311 et seq. of the California Government Code) (the “Act”); and

WHEREAS, the City Council, as the legislative body with respect to the CFD, is authorized under the Act to levy special taxes to pay for the costs of certain authorized public capital facilities and capital facilities fees within the CFD and to authorize the issuance of the Bonds (as defined in Section 1.03) in multiple series, each secured by the Special Taxes (as defined in Section 1.03) levied on the taxable property within a specified improvement area of the CFD; and

WHEREAS, on ___________, 2023, the City Council adopted Resolution No. ___-23 (the “Resolution”), authorizing the issuance of the 2023 Bonds (as defined in Section 1.03) on behalf of the CFD, to be secured and to be made payable from proceeds of the Special Tax levied on the taxable property within Improvement Area No. 5 (as defined in Section 1.03); and

WHEREAS, it is in the public interest and for the benefit of the City, the CFD and the persons responsible for the payment of special taxes that the City enter into this Agreement to provide for the issuance of Bonds hereunder to finance the acquisition and construction of certain authorized public capital facilities and the payment of certain authorized capital facilities fees for the CFD and to provide for the disbursement of proceeds of the Bonds, the disposition of the Special Taxes securing the Bonds a nd the administration and payment of the Bonds and other matters related thereto; and

WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the Fiscal Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid, binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

Attachment 2
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2 ARTICLE I

AUTHORITY AND DEFINITIONS

Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the Act and the Resolution.

Section 1.02. Agreement for Benefit of Owners of the Bonds . The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.

“2023 Bonds” means the City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023.

“2023 Reserve Subaccount” means the subaccount of the Reserve Fund designated as such established and administered under Section 4.03.

“Act” means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code.

“Acquisition Agreement” means the Acquisition Agreement dated as of July 18, 2017 by and between the City and the Developer, as it may be amended from time-to-time.

“Administrative Expenses” means costs directly related to the administration of the CFD including but not limited to : the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by a City employee or consultant or both) and the costs of collecting the Special Taxes (whether on the secured property tax roll of the County o r otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; costs of the Fiscal Agent (including its legal counsel) in the d ischarge of its duties under this Agreement; the costs of the City or its consultants relating to the annexation of property to the CFD; the costs of the City or its designee of complying with the disclosure provisions of the Act and this Agreement, includ ing 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 al locable 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 administr ative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Attachment 2
128
3 Special Taxes, amounts advanced to ensure maintenance of tax exemption of interest on the Bonds, and the costs of prosecuting foreclosure on account of delinquent Special Taxes.

“Administrative Expense Fund” means the fund designated the “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Administrative Expense Fund” established and administered under Section 4.06.

“Administrator” means the Finance Director or other official of the City designated to administer the Special Tax in accordance with the Rate and Method; initially, the Finance Director shall perform the duties of the Administrator under this Agreement and the Rate and Method.

“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.

“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year).

“Auditor” means the Auditor/Controller of the County, or such other official at the County who is responsible for preparing property tax bills.

“Authorized Officer” means the City Manager, the Assistant City Manager, the Finance Director, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake an action referenced in this Agreement as required to be undertaken by an Authorized Officer.

“Bond Counsel” and “Bond and Disclosure Counsel ” means Jones Hall, A Professional Law Corporation or any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities.

“Bond” or “Bonds” means the 2023 Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement and all of which are secured by and are payable from proceeds of the Special Taxes of Improvement Area No. 5.

“Bond Fund” means the fund designated the “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Bond Fund ” established and administered under Section 4.04.

“Bond Year” means the one-year period beginning on September 2nd in each year and ending on September 1 in the following year, except that the first Bond Year shall begin on the Closing Date and shall end on September 1, 2024.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed.

“Capitalized Interest Account” means the account by that name held by the Fiscal Agent and established and administered under Section 4.04 (A).

Attachment 2
129
4 “CDIAC” means the California Debt and Investment Advisory Commission in the Office of the California State Treasurer, or any successor agency, board or commission.

“CFD” means the City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) formed under the Resolution of Formation.

“City” means the City of Dublin, California and any successor thereto.

“City Attorney” means any attorney or firm of attorneys employed by the City in the capacity of City attorney.

“Closing Date ” means December ___ , 2023, the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser, as set forth in Section 4.01.

“Continuing Disclosure Agreement ” shall mean that certain Continuing Disclosure Agreement executed by the City and the dissemination agent identified therein for the 2023 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, delivery and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees and its legal fees a nd charges, including the allocated costs of in -house attorneys, expenses incurred by the City in connection with the issuance of the Bonds, bond (underwriter’s) discount, legal fees and charges, including those of Bond and Disclosure Counsel, financial consultant ’s fees, charges for execution, authentication, transportation and safekeeping of the Bonds and any other costs, charges and fees of a like nature.

“Costs of Issuance Fund ” means the fund designated the “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Costs of Issuance Fund” established and administered under Section 4.02.

“City Council” means the City Council of the City in its capacity as the legislative body of the CFD.

“County” means the County of Alameda, California.

“Dated Date” means, with respect to the 2023 Bonds, the dated date of the 2023 Bonds, which is the Closing Date.

“Debt Service ” means the scheduled amount of interest and amortization of principal payable on the 2023 Bonds under Sections 2.02 and 2.03 and the scheduled amount of interest and amortization of principal payable on any Parity Bonds during the period of computation, in each case excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository for book-entry under Section 2.10.

Attachment 2
130
5 “Developer” means Dublin Crossing, LLC, and its successors and assigns.

“Director of Public Works” means the official of the City having that title, or such official ’s designee.

“DTC” means The Depository Trust Company, and its successors and assigns.

“Fair Market Value ” means with respect to Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm ’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm ’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a U nited States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of the investment.

“Federal Securities ” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), the payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America; and (b) any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

“Finance Director” means the official of the City having that title or the official having equivalent duties, or such official’s designee, who acts in the capacity as the chief financial officer of the City.

“Fiscal Agent” means U.S. Bank Trust Company, National Association , the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.

“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.

“Improvement Area No. 5” means the property within the boundary of the CFD and designated as “Improvement Area No. 5”.

“Improvement Area No. 5 Value” means the market value, as of the date of the appraisal described below and/or the date of the most recent County real property tax roll, as applicable, of all parcels of real property in Improvement Area No. 5 subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes then due and owing, including with respect to such nondelinquent parcels the value of the then existing improvements and any Attachment 2
131
6 facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund (and any subaccounts therein) and with the proceeds of any proposed series of Parity Bonds, as determined with respect to any parcel or group of parcels by reference to (i) an appraisal performed within six (6) months of the date of issuance of any proposed Parity Bonds by an MAI appraiser (the “Appraiser”) selected by the City, or (ii) in the alternative, the assessed value of all such nondelinquent parcels and improvements thereon as shown on the then current County real property tax roll available to the Finance Director . It is expressly acknowledged that, in determining the Improvement Area No. 5 Value, the City may rely on an appraisal to determine the value of some or all of the parcels in Improvement Area No. 5 and/or the most recent County real property tax roll as to the value of some or all of the parcels in Improvement Area No. 5.

Neither the City nor any Authorized Officer shall be liable to the Own ers, the Original Purchaser or any other person or entity in respect of any appraisal provided for purposes of this definition or by reason of any exercise of discretion made by any Appraiser pursuant to this definition.

“Improvement Fund ” means the fund designated “City of Dublin Community Facilities District No. 2015-1 (Dublin Crossing) Improvement Area No. 5 Improvement Fund,” together with the Bond Proceeds Subaccount and Special Tax Proceeds Subaccount, established under Section 4.07.

“Independent Financial Consultant ” means any consultant or firm of such consultants appointed by the City or the Finance Director, and who, or each of whom: (i) is judged by an Authorized Officer to have experience in matters relating to the issuance and/or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, or any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City.

“Information Services” means (i) the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website and (ii) in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designa te in an Officer ’s Certificate delivered to the Fiscal Agent.

“Interest Payment Date” means each March 1 and September 1 of every calendar year, commencing with March 1, 2024.

“Maximum Annual Debt Service ” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds.

“Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.

“Ordinance” means any ordinance of the City Council of the City levying the Special Taxes, including but not limited to Ordinance 12-18, which is an amended and restated ordinance for the CFD adopted by the Council on November 20, 2018, as it may be amended from time-to-time.

“Original Purchaser ” means, with respect to the 2023 Bonds, __________, the first purchaser of the 2023 Bonds from the City.

“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Attachment 2
132
7 Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City under this Agreement or any Supplemental Agreement.

“Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.

“Parity Bonds” means bonds issued by the City for the CFD in addition to the 2023 Bonds and payable on a parity with any then Outstanding Bonds pursuant to Section 3.06.

“Participating Underwriter ” shall have the meaning ascribed thereto in the Continuing Disclosure Agreement.

“Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State and the City ’s investment policies for the moneys proposed to be invested therein (the Fiscal Agent is entitled to conclusively rely on written investment direction of the City as a determination by the City that such investment is a legal investment), but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obl igations 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”; Attachment 2
133
8 (e) certificates of deposit secured at all times by collateral described in (a) or (b) above, which have a maturity of one year or less, which are issued by commercial banks, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Fiscal Agent must have a perfected first security interest in such collateral; (f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Fiscal Agent and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation;
(g) investment agreements, including guaranteed investment contracts, forward purchase agreements and Reserve Account put agreements, which are general obligations of an entity whose long term debt obligations, or claims paying ability, respectively, is rated in one of the two highest rating categories by Moody’s or S&P;
(h) commercial paper rated, at the time of purchase, “Prime-1” by Moody’s and “A 1” or better by S&P;
(i) bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies; (j) deposit accounts, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s and “A-1” or “A” or better by S&P; (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Fiscal Agent and the transfer of cash from the Fiscal Agent to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Fiscal Agent in exchange for the securities at a specified date, which satisfy the following criteria:
(i) repurchase agreements must be between the Fiscal Agent and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated “A” or better by Moody’ s and S&P, or (B) a bank rated “A” or better by Moody’s and S&P; (ii) the written repurchase agreement contract must include the following:
(A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Fiscal Agent or a third party acting as agent for the Fiscal Agent simultaneous with payment (perfection by possession of certificated securities); (D) the Fiscal Agent must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third - party liens and, in the case of a broker which falls
. under the jurisdiction of the Securities
Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two - day restoration period, will require the Fiscal Agent to liquidate the collateral; (G) the securities must be valued weekly, marked-to-market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Fiscal Agent to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, in which case the collateral must Attachment 2
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9 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

(m) the California Asset Management Program.

“Principal Office ” means such corporate trust office of the Fiscal Agent as may be designated from time to time by written notice from the Fiscal Agent to the City, initially being at the address set forth in Section 9.06, or such other office designated by the Fiscal Agen t 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 busin ess shall be conducted, initially in St. Paul, Minnesota.

“Priority Administrative Expenses Amount” means (i) for Fiscal Year 2024-25, the amount of $25,000 and (ii) for each succeeding Fiscal Year, the sum of (A) the Priority Administrative Expenses Amount for the preceding Fiscal Year plus (B) 2% of the Priority Administrative Expenses Amount for the preceding Fiscal Year.

“Proceeds” when used with reference to the Bonds, means the face amount of the Bonds, plus any accrued interest and original issue premium, less any original issue and/or underwriter’s discount.

“Project” means the public facilities and fees authorized to be financed by Improvement Area No. 5.

“Rate and Method ” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 5, as set forth in Exhibit B to the Resolution of Formation, as it has been and may be subsequently amended in compliance with its provisions and the provisions of this Agreement and the Act.

“Rating Agency” means any nationally recognized rating agency.

“Record Date ” means the fifteenth day of the calendar month next preceding the applicable Interest Payment Date, whether or not such day is a Business Day.

“Refunding Bonds” means bonds issued by the City for the CFD, the net proceeds of which are used to refund all or a portion of the then-Outstanding Bonds; provided that (i) the total interest cost to maturity on the refunding bonds plus the principal amount of the refundin g 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.

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10 “Remainder Taxes ” means the Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund pursuant to Section 4.05(B)(iv).

“Remainder Taxes Period ” means the period through and including the date that is the earlier of (i) the end of the 15th Fiscal Year during which Special Taxes have been levied on property in Improvement Area No. 5 or (ii) the date the Project has been fully funded.

“Reserve Fund ” means the fund designated the “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 5, Special Tax Bonds, Reserve Fund” established and administered under Section 4.03.

“Reserve Requirement” means, with respect to any series of Bonds (unless otherwise specified in a Supplemental Agreement, including to create a single parity reserve fund for multiple series of Bonds), the least of (i) Maximum Annual Debt Service on the applicable series of Bonds, (ii) 125% of average Annual Debt Service on the applicable series of Bonds and (iii) 10% of the original principal amount of the applicable series of Bonds (or the issue price of the respective Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by the City; provided, that (a) if a parity reserve fund for multiple series of Bonds is established, references to the applicable series of Bonds shall mean all Bonds covered by such parity reserve fund and (b) in no event shall the City, in connection with the issuance of Parity Bonds covered by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in connection with the issuanc e of such Parity Bonds, be increased only by the amount of such deposit as permitted by the Code.

“Resolution” or “Resolution of Issuance ” means Resolution No. ___-23 adopted by the Council on ________, 2023, authorizing the issuance of the 2023 Bonds.

“Resolution of Formation” means Resolution No. 96-15 adopted by the Council on June 2, 2015, forming the CFD.

“Resolution of Intention” means Resolution No. 56-15 adopted by the Council on April 21, 2015.

“Securities Depositories” means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.

“Special Tax Fund ” means the special fund designated “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 5, Special Tax Fund ” established and administered under Section 4.05.

“Special Tax Prepayments” means the proceeds of any Special Tax prepayments received by the City with respect to Improvement Area No. 5, as calculated pursuant to the Rate and Method, less any administrative fees or penalties collected as part of any such prepayment.

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11 “Special Tax Prepayments Account” means the account by that name established within the Bond Fund by Section 4.04(A) hereof.

“Special Tax Revenues” means the proceeds of the Special Tax received by the City, less the Priority Administrative Expenses Amount, including (a) any scheduled payments thereof, (b) any Special Tax Prepayments, (c) the proceeds of the redemption of any delinquent payments of the Special Tax and (d) the proceeds of redemption or sale of property sold as a result of foreclosure on account of delinquent payments of the Special Tax, but excluding therefrom any interest and penalties collected in connection with any such foreclosure and excluding any Special Taxes deposited in the Special Tax Proceeds Subaccount of the Improvement Fund.

“Special Tax ” or “Special Taxes” means the Special Tax (as defined in the Rate and Method) levied by the City pursuant to the Rate and Method within Improvement Area No. 5 under the Act, the Ordinance and this Agreement.

“State” means the State of California.

“Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City Council under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.

“Tax Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code.

“Term 2023 Bonds” means the 2023 Bonds maturing on September 1, 20___, September 1, 20___, September 1, 20___, and September 1, 20___.

“Verification Agent” means an individual or firm of individuals appointed by the City to advise the City with respect to the sufficiency of cash and/or Federal Securities, as provided by subsection (C) of Section 9.03 hereof, and who, or each of whom, (i) is judged by an Authorized Officer to have experience in matters relating to such determinations; (ii) is in fact independent and not under the domination of the City; (iii) does not have any substantial interest, direct or indirect, with or in the City, o r any owner of real property in the CFD, or any real property in the CFD; and (iv) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City.

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12 ARTICLE II

TERMS OF THE 2023 BONDS

Section 2.01. Principal Amount and Designation of 2023 Bonds. The 2023 Bonds in the aggregate principal amount of $____________ are hereby authorized to be issued by the City for the CFD under and subject to the terms of the Act, the Resolution, this Agreement and other applicable laws of the State of California. The 2023 Bonds shall be designated as the “City of Dublin Community Facilities District No. 2015 -1 (Dublin Crossing) Improvement Area No. 5 Special Tax Bonds, Series 2023”.

Section 2.02. Terms of the 2023 Bonds.

(A) Form; Denominations. The 2023 Bonds shall be issued as fully registered Bonds without coupons. The 2023 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. The 2023 Bonds shall be issued in the denominations of $5,000 or any integral multiple in excess thereof.

(B) Date of 2023 Bonds. The 2023 Bonds shall be dated the Closing Date.

(C) CUSIP Identification Numbers. “CUSIP” identification numbers may, at the election of the Original Purchaser of the Bonds, be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not con stitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not c onstitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.

(D) Maturities; Interest Rates. The 2023 Bonds shall mature and become payable on each September 1 in the principal amounts, and shall bear interest at the rates per annum, indicated in the below table.

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP
(26362D)

__________
T = Term Bonds.

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13 (E) Interest. The 2023 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest on all Bonds shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2023 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is aut henticated prior to an Interes t Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated on or before the Record Date preceding the first Int erest Payment Date, in which event it shall bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2023 Bond, interest is in default thereon, such 2023 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

(F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption), is payable on the applicable Interest Payment Date by check of the Fiscal Agent mailed by first class mail to the registered Owner thereof at such registere d Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon writ ten instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such Bonds are transferred to a new Owner. The interest, principal of and any premium on the Bonds are payable in lawful money of the United States of America, with principal and any premium payable upon surrender of the Bonds at the Principal Office of the Fiscal Agent. Al l Bonds paid by the Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction of such Bonds to the City.

Section 2.03. Redemption.

(A) Redemption Provisions.

(i) Optional Redemption. The 2023 Bonds are subject to redemption prior to their stated maturities, from any source of available funds (other than Special Tax Prepayments), on any date on and after September 1, 20___, in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2023 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

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

(ii) Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.03(F) shall be used to redeem 2023 Bonds on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(D), in whole or in part among maturities as specified by the City, at a redemption price (expressed as a percentage of the principal amount of the 2023 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

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14 Redemption Date Redemption Price
Any Interest Payment Date on or before March 1, 20___ 103% On September 1, 20___ and March 1, 20___ 102
On September 1, 20___ and March 1, 20___ 101
On September 1, 20___ and any Interest Payment Date thereafter 100

(iii) Mandatory Partial Redemption . The Term Bonds maturing on September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___ (collectively, the “Term 2023 Bonds”) are subject to mandatory partial redemption in part by lot, from payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date, without premium, in the aggregate respective principal amounts all as set forth in the following tables:

Term Bonds of September 1, 20___

Mandatory Partial
Redemption Date
(September 1)

Principal Amount
Subject to Redemption

(Maturity)

Term Bonds of September 1, 20___

Mandatory Partial
Redemption Date
(September 1)

Principal Amount
Subject to Redemption

(Maturity)

Term Bonds of September 1, 20___

Mandatory Partial
Redemption Date
(September 1)

Principal Amount
Subject to Redemption

(Maturity)

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15 Term Bonds of September 1, 20___

Mandatory Partial
Redemption Date
(September 1)

Principal Amount
Subject to Redemption

(Maturity)

Provided, however, if some but not all of the Term 2023 Bonds have been redeemed under subsection (i) or (ii) above, the total amount of all future Mandatory Partial Redemptions shall be reduced by the aggregate principal amount of Term 2023 Bonds so redeemed, to be allocated among such Mandatory Partial Rede mption Dates on a pro rata basis in integral multiples of $5,000 as determined by or on behalf of the City, notice of which determination (which shall consist of a revised mandatory partial redemption schedule) shall be given by the City to the Fiscal Agent.

(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem Bonds under subsection (A)(i) and (A)(iii) not less than 45 days prior to the applicable redemption date or such lesser number of days as shall be allowed by the Fiscal Agent in the sole determination of the Fiscal Agent, such notice to the Fiscal Agent for the convenience of the Fiscal Agent in performing its duties hereunder.

(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section

2.03(A), moneys in the Bond Fund or other funds provided by the City may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer ’s Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2023 Bonds were to be redeemed in accordance with this Agreement. Any 2023 Bonds purchased pursuant to this Section 2.03(C) shall be treated as outstanding 2023 Bonds under this Fiscal Agent Agreement, except to the extent otherwise directed by the Finance Director.

(D) Redemption Procedure by Fiscal Agent.

(i) Notices. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books i n the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.

(ii) Contents of Notices. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further Attachment 2
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16 interest on such Bonds will not accrue from and after the redemption date. The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the City as an Administrative Expense.

The City has the right to rescind any notice of the optional redemption of Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute a default under this Agreement. The City and the Fiscal Agent have no liability t o the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

(iii) Partial Redemption. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities so as to maintain substantially the same debt service profile for the Bonds as in effect prior to such redemption, and by lot within a maturity.

(iv) New Bonds. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds of such Owner.

(E) Effect of Redemption . From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. All Bonds redee med and purchased by the Fiscal Agent under this Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds in accordance with the Fiscal Agent’s retention policy then in effect.

Section 2.04. Form of 2023 Bonds. The 2023 Bonds, the Fiscal Agent ’s certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution and Authentication of Bonds.

(A) Execution. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and its City Clerk who are in office on the date of execution of this Agreement or at any time thereafter. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

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17 (B) Authentication. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer or Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept under the provisions of Section 2.07 by the person in whose name it is registered, in person or by such person’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Bonds may be exchanged at the Principal Office of the Fiscal Agent solely f or a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange shall be paid by the City as an Administrative Expense. The Fiscal Agent shall collect from the Owner requesting such transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer or exchange. Whenever any Bond or Bonds shall be surrendered for transfer or exchange, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount. No transfers or exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption; or (iii) between a Record Date and the succeeding Interest Payment Date.

Section 2.07. Bond Register . The Fiscal Agent will keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series number, date, amount, rate of interest and last known owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The City and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Owner as it appears in the Bond register for any and all purposes.

Section 2.08. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temp orary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

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18 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen.

(A) Mutilated. If any Bond shall become mutilated, at the expense of the Owner of such Bond, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent, in accordance with the Fiscal Agent’s retention policy then in effect.

(B) Destroyed or Stolen. If any Bond shall be lost, destroyed or stolen, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen, at the expense of the Owner, but only following provision by the Owner to the Fiscal Agent of indemnity for the City and the Fiscal Agent satisfactory to the Fiscal Agent. The City may require payment of a sum not exceeding the actual c ost of preparing each a replacement Bond delivered under this Section, and the City and the Fiscal Agent may require payment of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued under this Agreement.

(C) Additional Supply . If the Fiscal Agent has an insufficient supply of unauthenticated printed Bonds for such purpose, it shall communicate with the Finance Director with respect to the printing of an additional supply of Bonds, in such quantities and as otherwise approved in writing by the Finance Director.

Section 2.10. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of each series of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such other nominee as DTC shall appoint in writing.

The Authorized Officers of the City and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository ’s book- entry system, including the execution of the Depository ’s required representation letter.

With respect to Bonds registered in the Bond register in the name of Cede & Co., as nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, neither the City nor the Fis cal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any Bonds to be redeemed in the event the City elects to redeem the Bonds, in part, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event Attachment 2
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19 the City elects to redeem the Bonds in part, (iv) the payments to any DTC Participant, any Beneficial Owner, or any person, other than DTC, of any amount with respect to the principal of or interest or premium on the Bonds, or (v) any consent given or othe r action taken by the Depository as Owner of the Bonds.

Except as set forth above, the City and the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of payment of the principal of and premium and interest on such Bonds, for the p urpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent on behalf of the City shall pay all principal of an d premium and interest on the Bonds only to or upon the order of the Owners as shown on the Bond register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and premium and interest on the Bonds to the extent of the sums or sums so paid.

No person other than an Owner, as shown on the Bond register, shall receive a physical Bond. Upon delivery by DTC to the City and the Fiscal Agent of written notice to the effect DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.10 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect the reto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfer through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent.

Upon termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and above to undertake such functions upon reasonable or customary ter ms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certified Bonds, the Bonds shall no longer be restricted to being registered in the Bond register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section

2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners.

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20 ARTICLE III

ISSUANCE OF BONDS

Section 3.01. Issuance and Delivery of Bonds . At any time after the execution of this Agreement, the City may issue the 2023 Bonds for the CFD in the aggregate principal amount set forth in Section 2.01 and deliver the 2023 Bonds to the Fiscal Agent for authentication and delivery to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to execute and deliver any and all documents and instruments necessary to cause the issuance of the 2023 Bonds and to provide for payment of Costs of Issuance and costs of the Project in accordance with the provisions of the Act, the Resolution and this Agreement, and to do or cause to be done any and all acts and things necessary or convenient for the timely delivery of the 2023 Bonds to the Original Purchaser. The Fiscal Agent is hereby authorized and directed to authenticate the 2023 Bonds and deliver them to the Original Purchaser, upon receipt of the Proceeds of the 2023 Bonds in the amount set forth in Section 4.01. In accordance with Section

3.06, the City may also issue Parity Bonds pursuant to the provisions of a Supplemental Agreement.

Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account), and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under Section 9.03.

The 2023 Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all moneys deposited in the Reserve Fund. The moneys in the Reserve Fund (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the 2023 Bonds and any Parity Bonds (if any) secured by the Reserve Fund as set forth in a Supplemental Agreement on a parity basis, as provided herein and in the Act until all of the 2023 Bonds and such Parity Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose under Section 9.03.

Amounts in the Improvement Fund (and the accounts therein), the Administrative Expense Fund, and the Costs of Issuance Fund are not pledged to the repayment of the Bonds. The Project is not pledged to the repayment of the Bonds, nor are the proceeds of any condemnation or insurance award received by the City with respect to the Project.

Section 3.03. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Special Tax Revenues and the funds pledged therefor e hereunder. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or of the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Attachment 2
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21 Section 3.04. No Acceleration . The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03.

Section 3.05. Validity of Bonds . The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the construction or acquisition of the Project or upon the performance by any person of such person’s obligation with respect to the Project.

Section 3.06. Additional Bonds . The City may issue such Parity Bonds solely as Refunding Bonds and subject to the following additional specific conditions precedent:
[CONFIRM]

(A) Compliance. The City shall be in compliance with all covenants set forth in this Agreement and all Supplemental Agreements.

(B) Same Payment Dates . The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on Interest Payment Dates, and principal thereof shall be payable on September 1 in any year in which principal is payable on the Parity Bonds (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis).

(C) Separate Funds; Reserve Fund Deposit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts and may, in the alternative, provide for subaccounts within the funds and accounts established hereunder. The Supplemental Agreement shall specify whether or not the Parity Bonds are secured by the Reserve Fund on a parity with the 2023 Bonds, and if so, proceeds of the Parity Bonds shall be deposited into the Reserve Fund in the amount that shall cause the balance in the Reserve Fund to be equal to the Reserve Requirement for the Bonds to be outstanding following issuance of the Parity Bonds that are secured by the Reserve Fund.

(D) Certificates. The City shall deliver to the Fiscal Agent an Officer’s Certificate certifying that the conditions precedent to the issuance of such Parity Bonds as Refunding Bonds set forth in subsections (A), (B), and (C) of this Section 3.06 have been satisfied.

Nothing in this Section 3.06 shall prohibit the City from issuing any other bonds or otherwise incurring debt secured by a pledge of the Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement.

Attachment 2
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22 ARTICLE IV

PROCEEDS, FUNDS AND ACCOUNTS

Section 4.01. Application of 2023 Bond Proceeds. The Proceeds of the 2023 Bonds received from the Original Purchaser in the amount of $_______ (which is equal to the par amount of the Bonds, less [net] original issue discount of $________ and less the Underwriter’s discount of $_________), shall be paid to the Fiscal Agent, which shall deposit the Proceeds on the Closing Date as follows:

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

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

(iii) $___________ into the 2023 Reserve Subaccount of the Reserve Fund, thereby equaling the initial Reserve Requirement for the 2023 Bonds; and

(iv) $_____________ into the Bond Fund (which shall represent capitalized interest and shall be deposited into the Capitalized Interest Account therein).

The Fiscal Agent may, in its discretion, establish a temporary fund or account to facilitate the foregoing deposits.

Section 4.02. Costs of Issuance Fund.

(A) Establishment of Costs of Issuance Fund . The Costs of Issuance Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by Section 4.01.

Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance.

(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition substantially in the form of Exhibit C hereto, executed by an Authorized Officer, specifying the respective amounts to be paid to the respective designated payees and delivered to the Fiscal Agent. Each such requisition shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts and may conclusively rely thereon.

(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

(D) Closing of Fund . The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the Closing Date, and then the Fiscal Attachment 2
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23 Agent shall deposit any moneys remaining therein, including any investment earnings thereon, into the Bond Proceeds Subaccount of the Improvement Fund and close the Costs of Issuance Fund.

Section 4.03. Reserve Fund.

(A) Establishment of Fund. The Reserve Fund is hereby established as a separate fund to be held by the Fiscal Agent, and within the Reserve Fund shall be established a 2023 Reserve Subaccount, to the credit of which a deposit shall be made as required by Section 4.01, which deposit, as of the Closing Date, is equal to the initial Reserve Requirement with respect to the 2023 Bonds, and deposits shall be made as provided in Sections 3.06(C) and 4.05(A) and (B). For each respective Series of Parity Bonds covered by the Reserve Fund, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for each such Series. Moneys in each subaccount of the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds covered by the Reserve Fund, as a reserve for the payment of the principal of, and interest and any premium on, such Bonds and shall be subject to a lien in favor of the Owners of such Bonds.

(B) Use of Reserve Fund . Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of the insufficiency at any time of the balan ce in the Bond Fund to pay the amount then required for payment of the principal of, and interest and any premium on, the Bonds covered by the Reserve Fund or, in accordance with the provisions of this Section, for the purpose of re deeming Bonds covered by the Reserve Fund from the Bond Fund. Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director, specifying the amount withdrawn.

(C) Transfer of Excess of Reserve Requirement . Whenever, on or before any Interest Payment Date, or on any other date at the request of the Finance Director , the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall transfer an amount equal to the excess from the Reserve Fund (i) to the Special Tax Proceeds Subaccount of the Improvement Fund until the Improvement Fund is closed pursuant to Section 4.07 and (ii) thereafter to the Bond Fund, to be used to pay interest on the Bon ds covered by the Reserve Fund on the next Interest Payment Date.

Notwithstanding the provisions of the first paragraph of this Section

4.03(C), no amounts shall be transferred from the Reserve Fund under this Section

4.03(C) until after: (i) the calculation of any amounts due to the federal government under Section 5.11 and withdrawal or set aside of any such amount under Section

4.03(D) for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent.

(D) Transfer for Rebate Purposes . Amounts in the Reserve Fund shall be withdrawn for purposes of making payment to the federal government to comply with Section 5.11, upon receipt by the Fiscal Agent of an Officer ’s Attachment 2
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24 Certificate specifying the amount to be withdrawn and to the effect that such amount is needed for rebate purposes; provided, however, that no amounts in the Reserve Fund shall be used for rebate unless the amount in the Reserve Fund following such withdrawal equals the Reserve Requirement.

(E) Transfer When Balance Exceeds Outstanding Bonds .

Whenever the balance in the Reserve Fund, together with the balance in the Bond Fund, exceeds the amount required to redeem or pay the Outstanding Bonds covered by the Reserve Fund, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon the written request of the Finance Director, transfer any cash or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on the redemption date to the payment and redemption, in accordance with Section 4.04 or 2.03, as applicable, of all of the Outstanding Bonds covered by the Reserve Fund. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the Reserve Fund , the balance in the Reserve Fund shall be transferred to the Finance Director to be used by the City for any lawful purpose.

Notwithstanding the provisions of the first paragraph of this Section

4.03(E), no amounts shall be transferred from the Reserve Fund under this Section

4.03(E) until after: (i) the calculation of any amounts due to the federal government under Section 5.11 and withdrawal or set aside of any such amount under Section

4.03(D) for purposes of making such payment to the federal government; and (ii) payment of any fees and expenses due to the Fiscal Agent.

(F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds covered by the Reserve Fund are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(ii ), a proportionate amount in the Reserve Fund (determined on the basis of the principal of Bonds covered by the Reserve Fund to be redeemed and the then - Outstanding principal of the Bonds, but in any event not in excess of the amount that will leave the balance in the Reserve Fund following the proposed redemption equal to the Reserve Requirement) shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds covered by the Reserve Fund pursuant to Section

2.03(A)(ii). The Finance Director shall deliver to the Fiscal Agent an Officer ’s Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer’s Certificate.

(G) Investment. Moneys in the Reserve Fund shall be invested by the Fiscal Agent under Section 6.01.

Section 4.04. Bond Fund.

(A) Establishment of Bond Fund . The Bond Fund is hereby established as a separate fund to be held by the Fiscal Agent to the credit of which deposits shall be made as required by Section 4.03, Section 4.05 and 4.07 (D) as otherwise set forth in this Agreement. Moneys in the Bond Fund s hall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed Attachment 2
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25 for the payment of the principal of, and interest and any premium on, the Bonds as provided below.

Within the Bond Fund there is hereby established a separate account designated as the “Capitalized Interest Account” to be held by the Fiscal Agent for the benefit of the City and the Owners of the 2023 Bonds into which shall be deposited the amount specified in Section 4.01( iv). Amounts on deposit in the Capitalized Interest Account shall be used and withdrawn by the Fiscal Agent solely for the payment of interest on the 2023 Bonds first becoming due. When the amount in the Capitalized Interest Account is fully expended for the payment of interest, the account shall be closed.

There is also hereby created in the Bond Fund a separate account to be held by the Fiscal Agent, designated as the “Special Tax Prepayments Account,” to the credit of which deposits shall be made as provided in clause (ii) of the second paragraph of Section 4.05(A).

(B) Disbursements. At least ten (10) Business Days before each Interest Payment Date, the Fiscal Agent shall notify the Finance Director in writing as to the principal and premium, if any, and interest due on the 2023 Bonds on the next Interest Payment Date (including principal and premium, if any, due as a result of (i) scheduled maturity of 2023 Bonds as provided in Section 2.02(D), (ii) optional redemption of 2023 Bonds as provided in Section 2.03(A)(i), (iii) scheduled mandatory partial redemption of 2023 Bonds as provided in Section 2.03(A)(iii), or (iv) redemption of 2023 Bonds from proceeds of Special Tax Prepayments as provided in Section 2.03(A)(ii)). On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the 2023 Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds. Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer pursuant to clause (i ) of the second paragraph of Section 4.05(A) shall be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the 2023 Bonds.

At least three (3) Business Days prior to each Interest Payment Date, the Fiscal Agent shall determine if the balance then on deposit in the Bond Fund is sufficient to pay the debt service due on the 2023 Bonds on the next Interest Payment Date. In the event that the balance in the Bond Fund is insufficient for such purpose, the Fiscal Agent promptly shall notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency.

In the event that the balance in the Bond Fund is insufficient for the purpose set forth in the preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent shall withdraw from the Reserve Fund, in accordance with the provisions of Secti on 4.03, to the extent of any funds or Permitted Investments therein, amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the second sentence of the first paragraph of this Section 4.04(B), the Fiscal Agent shall apply the available funds first to the payment of interest on the 2023 Bonds, then to the payment of principal Attachment 2
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26 due on the 2023 Bonds other than by reason of mandatory partial redemptions, if any, and then to payment of principal due on the 2023 Bonds by reason of mandatory partial redemptions. Each such payment shall be made ratably to the Owners of the 2023 Bonds based on the then Outstanding principal amount of the 2023 Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding 2023 Bonds. Any mandatory partial redemption payment not made as scheduled shall be added to the mandatory partial redemption amount to be made on the next mandatory partial redemption date.

Any failure by the Fiscal Agent to provide the notices required by this Section 4.04(B) shall not alter the obligation of the City to make the scheduled payments from amounts in the Bond Fund.

(C) Disbursements from the Special Tax Prepayments Account .

Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of 2023 Bonds can timely be given under Section 2.03( D)(i) and shall be used (together with any amounts transferred pursuant to Section 4.03(F)) to redeem 2023 Bonds on the redemption date selected in accordance with Section 2.03.

(D) Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the Special Tax Prepayments Account shall be invested under Section 6.01. Interest earnings and profits resulting from such investment shall be retained in the Bond Fund.

(E) Deficiency. Without limitation of the second paragraph of clause (B) above, at any time it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay Debt Service on the 2023 Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Rate and Method) in accordance with t he procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

(F) Excess. Any excess moneys remaining in the Bond Fund (not including moneys in the Capitalized Interest Account) following the payment of Debt Service on the 2023 Bonds on any September 1, shall be transferred to the Special Tax Fund.

Section 4.05. Special Tax Fund.

(A) Establishment of Special Tax Fund . The Special Tax Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which the Fiscal Agent shall deposit amounts received from or on behalf of the City consisting of Special Tax Revenues and amounts transferred from the Administrative Expense Fund and the Bond Fund. The City shall promptly remit Special Tax Revenues received by it , less an amount not to exceed the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses in excess of the Priority Administrative Expenses Amount for such Fiscal Year (which shall be retained by the City free of the pledge for payment of the Bonds Attachment 2
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27 and used for Administrative Expenses) to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund. Notwithstanding the foregoing,

(i) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Finance Director and shall be disposed of by the Fiscal Agent first, for transfer to the Bond Fund to pay any past due Debt Service on the 2023 Bonds; second, for transfer to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; and third, to be held in the Special Tax Fund for use as described in Section 4.05(B) below; and

(ii) any proceeds of Special Tax Prepayments shall be separately identified by the Finance Director and shall be deposited by the Fiscal Agent as follows (as directed in writing by the Finance Director ): (a) that portion of any Special Tax Prepayment constituting a prepayment of costs of the Project shall be deposited by the Fiscal Agent to the Special Tax Proceeds Subaccount of the Improvement Fund, and (b) the remaining Special Tax Prepayment shall be deposited by the Fiscal Agent in the Special Tax Prepayments Account established pursuant to Section 4.04(A).

Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the benefit of the City and Owners of the 2023 Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the 2023 Bonds.

(B) Disbursements. On the third Business Day prior to each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority

(i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement Fund, the Reserve Fund, the Capitalized Interest Account and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any mandatory partial redemption payment), premium, if any, and interest due on the 2023 Bonds on such Interest Payment Date and any past due principal or interest on the 2023 Bonds not theretofore paid from a transfer described in clause second of subparagraph (ii) of the second paragraph of Section 4.05(A), and

(ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement, and

(iii) on or after each September 10, beginning on September 10, 2024, if directed by an Authorized Officer to do so, transfer money to the City for deposit by the City into the Administrative Expense Fund, an amount requested by the City for Administrative Expenses incurred or foreseeable by the City to be incurred in the next Fiscal Year, and

(iv) (A) on or after each September 10, beginning on September 10, 2024 and continuing through the Remainder Taxes Period, all of the moneys Attachment 2
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28 remaining in the Special Tax Fund shall be transferred to the Special Tax Proceeds Subaccount of the Improvement Fund free of the pledge for payment of the Bonds, and (B) on and after September 10 following the end of the Remainder Taxes Period, all or a portion of the moneys remaining in the Special Tax Fund shall be transferred to the City as surplus moneys belonging to the Improvement Area No. 5, free of the pledge for payment of the Bonds, and used for any purpose authorized under the Act.

(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 4.06. Administrative Expense Fund.

(A) Establishment of Administrative Expense Fund . The Administrative Expense Fund is hereby established as a separate fund to be held by the Finance Director for the benefit of the City, to the credit of which deposits shall be made as required by Sections 4.01 (if applicable) and 4.05(B). Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed as provided below.

(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Finance Director from time to time to pay for Administrative Expenses.

Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw from the Administrative Expense Fund and transfer to the Fiscal Agent for deposit into the Special Tax Fund any amount in excess of that which is needed to pay any Administrative Expenses, and which is not otherwise encumbered.

(C) Investment. Moneys in the Administrative Expense Fund shall be invested by the Finance Director under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Finance Director in the Administrative Expense Fund to be used for the purposes of such fund.

Section 4.07. Improvement Fund.

(A) Establishment of Improvement Fund. The Improvement Fund is hereby established as a separate fund to be held by the Fiscal Agent, and two separate subaccounts shall be established within the Improvement Fund, namely the Bond Proceeds Subaccount and the Special Tax Proceeds Subaccount.

Deposits made to the Improvement Fund pursuant to Sections 4.01 and 4.02(D) shall be credited to the Bond Proceeds Subaccount, and deposits made pursuant to Section 4.03(c), Section 4.05(A)(ii), and Section 4.05(B) shall be credited to the Special Tax Proceeds Subaccount.

Any disbursements for the payment or reimbursement of costs of the Project shall be made first from the Bond Proceeds Subaccount so long as there are moneys available therein, and only when the Bond Proceeds Subaccount has Attachment 2
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29 been depleted shall disbursements be made from the Special Tax Proceeds Subaccount.

(B) Procedure for Disbursement . Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate substantially in the form of Exhibit B attached hereto which shall:

(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for payment of a Project cost or to reimburse expenditures of the City or any other party for Project costs previously paid), and the pe rson to which the disbursement is to be paid; and

(ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement.

Each such requisition shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.

(C) Investment. Moneys in the Improvement Fund shall be invested in accordance with Section 6.01. Interest earnings and profits from such investment shall be retained in the Improvement Fund to be used for the purpose of such fund.

(D) Closing of Fund. When the City believes that the Project has been completed, it shall provide a written notice to the Developer that the City believes the Project has been completed and that the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount are intended to be closed.

The Developer shall have 30 days after receipt of such notice to dispute the City’s finding or to concur that the Project is complete. If the Developer concurs that the Project is complete, or fails to respond to the notice by the end of the 30-day period, the City may file an Officer ’s Certificate directing the Fiscal Agent to close the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount.

Upon the filing of an Officer ’s Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount to the Bond Fund for application to Debt Service payments due on the next succeeding Interest Payment Date and the Improvement Fund, Bond Proceeds Subaccount and Special Tax Proceeds Subaccount shall be closed. Moneys transferred from the Improvement Fund to the Bond Fund shall be used to pay Debt Service on the Bonds in the manner specified by the City in an Officer’s Certificate.

Attachment 2
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30 ARTICLE V

COVENANTS

Section 5.01. Collection of Special Tax Revenues . The City shall comply with all requirements of the Rate and Method and the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

(A) Processing. On or within five (5) Business Days of each May 1, the Fiscal Agent shall provide the Administrator with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and, if the amount in the Reserve Fund is less than the Reserve Requirement, informing the Administrator that replenishment of the Reserve Fund is necessary. The receipt of or failure to receive such notice by the Administrator shall in no way affect the obligations of the Administrator under the following two paragraphs and the Fiscal Agent shall not be liable for failure to provide such notices to the Administrator.

(B) Levy. The Administrator shall effect the levy of the Special Taxes in accordance with the Rate and Method (including, during the Remainder Taxes Period, levying the Special Taxes at the Maximum Special Tax rate on Developed Property before considering any capitalized interest) each Fiscal Year that the 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 Sp ecial Tax amounts for the parcels within Improvement Area No. 5 for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Administrator shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll.

(C) Computation. The Finance Director shall fix and levy the Special Taxes within Improvement Area No. 5 in accordance with the Rate and Method so as to assure the timely payment of principal of and interest on any outstanding 2023 Bonds becoming due and payable during the ensuing calendar year, including any necessary replenishment or expenditure of the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses, including amounts necessary to discharge any rebate obligation, d uring such year, and to pay Project costs to be paid from Special Taxes during the ensuing calendar year; provided that the Special Taxes so levied shall not exceed the authorized amounts as provided by the Rate and Method.

(D) Collection. Except as set forth in the Ordinance, Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. The fees and expenses of the Administrator and the costs and expenses of the Finance Director Attachment 2
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31 (including a charge for City staff time) in conducting its duties hereunder shall be an Administrative Expense hereunder.

Section 5.02. Covenant to Foreclose . Under the Act, the City hereby covenants with and for the benefit of the Owners of the 2023 Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the Alameda County Superior Court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Finance Director shall notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves.

On or about June 30 of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in Improvement Area No. 5 to the amount of Special Tax Revenues theretofore received by the City, and:

(A) Individual Delinquencies. If the Finance Director determines that any single parcel subject to the Special Tax in Improvement Area No. 5 is delinquent in the payment of Special Taxes for two or more years or in the aggregate amount of $10,000 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and, if the delinquency remains uncured, foreclosure proceedings shall be commenced by the City within 90 days of such determination.

(B) Aggregate Delinquencies. If the Finance Director determines that the total amount of delinquent Special Taxes for the entire Improvement Area No. 5 (including the total of delinquencies under subsection (A) above), exceeds five percent (5%) of the total Special Taxes levied on all parcels in Improvement Area No. 5 for the Fiscal Year ending on such June 30, the Finance Director shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and a demand for immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in Improvement Area No. 5 for which a Special Tax delinquency remains uncured.

The Finance Director may employ the person or firm designated as the Administrator, if other than the Finance Director, to perform the duties delegated to the Finance Director under this Section 5.02, and the City Attorney may employ counsel to conduct any such foreclosure proceedings. The fees and expenses of the Finance Director or the Administrator in performing such duties and the fees and expenses of the City Attorney or such counsel in conducting foreclosure proceedings shall be an Administrative Expense hereunder.

Section 5.03. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the 2023 Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the 2023 Bonds.

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32 Section 5.04. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the 2023 Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the 2023 Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.05. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the 2023 Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the 2023 Bonds, or their Owners, except as permitted by this Agreement.

Section 5.06. Books and Records. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing.

Section 5.07. Protection of Security and Rights of Owners . The City will preserve and protect the security of the 2023 Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the 2023 Bonds by the City, the 2023 Bonds shall be incontestable by the City.

Section 5.08. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better as suring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.09. Private Activity Bond Limitations . The City shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code.

Section 5.10. Federal Guarantee Prohibition . The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2023 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code.

Section 5.11. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2023 Bonds. The Finance Director shall take note of any investment of monies hereunder in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.11, such as increasing the portion of the Sp ecial Tax levy for Administrative Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section. If necessary to satisfy its obligations under this Section 5.11, the City may use:

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33 (A) Amounts in the Reserve Fund if the amount on deposit in the Reserve Fund, following the proposed transfer, is at least equal to the Reserve Requirement;

(B) Amounts on deposit in the Administrative Expense Fund; and

(C) Any other funds available to the City, in its sole discretion, to be repaid to the City as soon as practicable from amounts described in the preceding clauses (A) and (B).

Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2023 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2023 Bonds would have caused the 2023 Bonds to be “arbitrage bonds” within the meaning of section 148 of the Tax Code.

Section 5.13. Yield of the 2023 Bonds. The City has no reasonable expectations regarding when or if prepayments of Special Taxes and mandatory redemption of the 2023 Bonds caused thereby will occur and therefore yield is not adjusted to take into account redemption, if any, from prepayments of Special Taxes.

Section 5.14. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the 2023 Bonds.

Section 5.15. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.

Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default for the purposes of this Agreement. However, any Owner or Beneficial Owner of the 2023 Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

One or more owners of the real property in Improvement Area No. 5 as of the Closing Date may also have executed a continuing disclosure agreement for the benefit of the holders and Beneficial Owners of the 2023 Bonds. Any Participating Underwriter or Holder or Beneficial Owner may take such actions as may be necessary and appropriate directly against any such landowner to compel performance by it of its obligations thereunder, including seeking mandate or specific performance by court order; however the Ci ty shall have no obligation whatsoever to enforce any obligations under any such property owner agreement.

Section 5.16. Limits on Special Tax Waivers and Bond Tenders. The City covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the 2023 Bonds.

The City covenants not to permit the tender of 2023 Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the City having insufficient Special Tax Revenues, assuming the Attachment 2
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34 Special Taxes are levied and collected in the maximum amount permitted by the Rate and Method, to pay the principal of and interest when due on the 2023 Bonds remaining Outstanding following such tender. Subject to the foregoing, in the event 2023 Bonds are tendered to the Fiscal Agent, such 2023 Bonds shall be cancelled by the Fiscal Agent and shall cease to accrue interest from the date such 2023 Bonds are tendered. Upon surrender of a 2023 Bond to be tendered in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the tendering party a new 2023 Bond or 2023 Bonds the principal amount of which is equal to the untendered portion of the 2023 Bonds and the interest rate and maturity date of which shall be the same as the interest rate and maturity date of the tendered 2023 Bond. To the extent applicable, the City shall deliver to the Fiscal Agent an Officer’ s Certificate setting forth any adjustments to the mandatory sinking fund schedule as a result of the tender, which Off icer’s Certificate must be accompanied by a certificate of an Independent Financial Consultant to the effect that it has reviewed the proposed adjustments in the mandatory sinking fund schedule and that the remaining Special Tax Revenues, if the Special Taxes a re levied and collected in the maximum amount permitted by the Rate and Method, will be sufficient to pay principal of and interest on the 2023 Bonds when due following such adjustment.

Section 5.17. City Bid at Foreclosure Sale . The City will not bid at a foreclosure sale of property in respect of delinquent Special Taxes, unless it expressly agrees to take the property subject to the lien for Special Taxes and that the Special Taxes levied on the property are payable while the City owns the property.

Section 5.18. Amendment of Rate and Method. The City shall not initiate proceedings under the Act to modify the Rate and Method if such modification would adversely affect the security for the 2023 Bonds. If an initiative is adopted that purports to modify the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds, the City shall, to the extent permitted by law, commence and pursue reasonable legal actions to prevent the modification of the Rate and Method in a manner that would adversely affect the security for the 2023 Bonds.

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35 ARTICLE VI

INVESTMENTS; LIABILITY OF THE CITY

Section 6.01. Deposit and Investment of Moneys in Funds.

(A) General. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, which in any event by their terms mature prior to the date on which such moneys are required to be paid out hereunder, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall hold such funds uninvested. The Finance Director shall make note of any investment of funds hereunder in excess of the yield on the 2023 Bonds so that appropriate actions can be taken to assure compliance with Section 5.11.

(B) Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any Permitted Investment or in any other lawful investment for City funds, which in any event by its terms matures prior to the date on which such moneys are required to be paid out hereunder.

Obligations purchased as an investment of moneys in any fu nd shall be deemed to be part of such fund or account, subject, however, to the requiremen ts of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

Whenever in this Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments.

(C) Actions of Officials. The Fiscal Agent and its affiliates or the City may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment.

Neither the Fiscal Agent nor the City shall incur any liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments.

(D) Valuation of Investments. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the 2023 Bonds (within the meaning of section 148 of the Tax Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Tax Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Tax Code and (unless valuation is undertaken at least annually) investments of funds in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Tax Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Tax Code or for any determination of Fair Market Value or present value and may conclusively rely upon an Officer’s Certificate as to such valuations.

(E) Commingled Money. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the City hereunder, provided that the Fiscal Agent or the City, as applicable, shall at all times account for such Attachment 2
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36 investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

(F) Confirmations Waiver. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The City understands that trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Fiscal Agent will furnish the City periodic cash transaction statements which will include detail for all investment transactions made by the Fiscal Agent hereunder. Upon the City’s election, such statements will be delivered via the Fiscal Agent ’s online service and upon electing such service, paper statements will be provided only upon request.

(G) Sale of Investments. The Fiscal Agent or the City, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the City shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

Section 6.02. Liability of City.

(A) General. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder.

(B) Reliance. In the absence of bad faith, the City, including each Authorized Officer of the City , may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City by the Fiscal Agent or an Independent Financial Consultant and conforming to the requireme nts of this Agreement.

The City, including each Authorized Officer of the City, shall not be liable for any error of judgment made in good faith unless it shall b e 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 docu ment believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

(C) No General Liability. No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that Attachment 2
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37 repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(D) Owner of Bonds . The City shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Section 6.03. Employment of Agents by City . In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good fa ith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities.

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38 ARTICLE VII

THE FISCAL AGENT

Section 7.01. The Fiscal Agent.

(A) Appointment. The Fiscal Agent is hereby appointed as the fiscal, authentication, paying and transfer agent hereunder for the 2023 Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied duties, covenants or obligations shall be read into this Agreement against the Fiscal Agent.

(B) Merger. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell o r transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Finance Director written notice of any such succession hereunder.

(C) Removal. Upon 30 days written notice, the City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust comp any publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(D) Resignation. The Fiscal Agent may at any time resign by giving written notice to the City by certified mail return receipt requested, and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly ap point a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective only upon acceptance of appointment by the successor Fiscal Agent.

(E) No Successor . If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, or any Owner may apply, at the expense of the City, to any court of competent jurisdiction to appoint a successor Fiscal Agent.

Said court may thereupon, a fter such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

(F) Court Order . If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Finance Director in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that the Finance Attachment 2
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39 Director in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the 2023 Bonds.

Section 7.02. Liability of Fiscal Agent.

(A) General. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Agreement or of the 2023 Bonds, nor shall the Fiscal Agent incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the 2023 Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the 2023 Bonds. All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the direct ors, officers and employees of the Fiscal Agent.

The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent.

(B) Reliance. The Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, documents, written instructions or opinions furnished to the Fiscal Agent and conforming to the requiremen ts of this Agreement; but in the case of any such certificates, documents, written instructions or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, facsimile transmission, electronic mail, or other paper or document which it shall reasonably belie ve to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any sta tements contained or matters referred to in any such instrument.

(C) No Duty to Inquire. The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the City herein or of any of the documents executed by the City in connection with the 2023 Bonds, or as to the existence of a default or event of default thereunder.

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40 (D) Errors in Judgment. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer of the Fiscal Agent unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

(E) No Expenditures. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(F) No Action. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners under this Agreement unless such Owners shall have offered to the Fiscal Agent reasonabl e security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(G) Owner of Bonds . The Fiscal Agent may become the owner of the 2023 Bonds with the same rights it would have if it were not the Fiscal Agent.

Section 7.03. Information; Books and Accounts. The Fiscal Agent shall provide to the City such information relating to the 2023 Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to monthly statements reporting funds held and transactions by the Fiscal Agent, including the value of any investments held by the Fiscal Agent. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions made by the Fiscal Agent relating to the expenditure of amounts disbursed from the following funds and any accounts in such funds: the Bond Fund, the Special Tax Fund, the Reserve Fund, the Improvement Fund, and the Costs of Issuance Fund. Such books of reco rd and accounts shall, upon reasonable notice, during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the 2023 Bonds then Outstanding, or their representatives duly authorized in writing.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, facsimile transmission, electronic mail, written instructions, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in accordance therewith.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a 2023 Bond unless and until such 2023 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer ’s Certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the Attachment 2
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41 provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys (including the allocated costs of in -house attorneys), agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless from and against any liabilities, costs, suits, claims or expenses, in cluding fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligations of the City under this Section shall survive resign ation or removal of the Fiscal Agent under this Agreement, and payment of the 2023 Bonds and discharge of this Agreement, but any monetary obligation of the City arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund.

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42 ARTICLE VIII

MODIFICATION OR AMENDMENT

Section 8.01. Amendments Permitted.

(A) With Consent. This Agreement and the rights and obligations of the City and of the Owners of the 2023 Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of 2023 Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any 2023 Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any 2023 Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the 2023 Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of 2023 Bonds required for the amendment hereof.

(B) Without Consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:

(i) to add to the covenants and agreements of the City herein, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City;

(ii) to make modifications not adversely affecting any Outstanding 2023 Bonds in any material respect, including, but not limited to, amending the Rate and Method;

(iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and not adversely affecting the rights of the Owners of the 2023 Bonds in any material respect;

(iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exclusion from gross income for federal income tax purposes of interest on the 2023 Bonds;

(v) in connection with the issuance of any Parity Bonds under and pursuant to Section 3.06.

(C) Fiscal Agent’s Consent. Any amendment of this Agreement may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall be furnished an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion and shall be absolutely protected in so relying.

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43 Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.

Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the 2023 Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01(A), to take effect when and as provided in this Section

8.03. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the City), to each Owner of 2023 Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section 8.03 provided.

Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the 2023 Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section 8.03 provided.

Each such consent shall be effective only if accompanied by proof of ownership of the 2023 Bonds for which such consent is given, w hich proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the 2023 Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section

8.03 provided for has been mailed.

After the Owners of the required percentage of 2023 Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section 8.03 for the mailing of the Supplemental Agreement, stating in substance that the Supplemen tal Agreement has been consented to by the Owners of the required percentage of 2023 Bonds and will be effective as provided in this Section 8.03 (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding ( except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all 2023 Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.

Section 8.04. Disqualified Bonds . 2023 Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding 2023 Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request of the Fiscal Agent, the City shall specify in a certificate to the Fiscal Agent those 2023 Bonds disqualified pursuant to this Section and the Fiscal Agent may conclusively rely on such certificate.

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44 Section 8.05. Effect of Supplemental Agreement . From and after the time any Supplemental Agreement becomes effective under this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City, the Fiscal Agent and all Owners of 2023 Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments.

The City may determine that 2023 Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any 2023 Bond Outstanding at such effective date and upon presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such 2023 Bond. The City may determine that new 2023 Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any 2023 Bonds then Outstanding, such new 2023 Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for 2023 Bonds then Outstanding, upon surrender of such 2023 Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular 2023 Bonds held by him, provided that due notation thereof is made on such 2023 Bonds.

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45 ARTICLE IX

MISCELLANEOUS

Section 9.01. Benefits of Agreement Limited to Parties . Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements i n this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor and Predecessor . Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement . The City may pay and discharge the entire indebtedness on all or any portion of 2023 Bonds Outstanding in any one or more of the following ways:

(A) by paying or causing to be paid the principal of, and interest and any premium on, all 2023 Bonds Outstanding, as and when the same become due and payable;

(B) by depositing with the Fiscal Agent, irrevocably, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in the Bond Fund and the Reserve Fund hereof, is fully sufficient to pay all 2023 Bonds Outstanding, including all principal, interest and redemption premiums; or

(C) by irrevocably depositing with the Fiscal Agent, irrevocably, cash and/or Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in the Bond Fund and the Reserve Fund (to the extent invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all 2023 Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates.

If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if such 2023 Bonds are to be redeemed prior to the maturity thereof and notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any such 2023 Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such 2023 Bonds shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent.

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46 Notwithstanding the foregoing, the following obligations and pledges of the City shall continue in any event: (i) the obligation of the City to pay or cause to be paid to the Owners of the 2023 Bonds not so surrendered and paid all sums due thereon, (ii) the obligation of the City to pay amounts owing to the Fiscal Agent pursuant to Section 7.05, and (iii) the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the 2023 Bonds from gross income for federal income tax purposes.

Upon compliance by the City with the foregoing with respect to all 2023 Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the City and any Special Taxes thereafter received by the City shall not be remitted to the Fiscal Agent but shall be retained by the City to be used for any purpose permitted under the Act.

Section 9.04. Execution of Documents and Proof of Ownership by Owners . Any request, declaration, consent or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration, consent or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any n otary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered 2023 Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent under Section 2.07.

Any request, declaration, consent or other instrument or writing of the Owner of any 2023 Bond shall bind all future Owners of such 2023 Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability . No Council member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of or interest or any premium on the 2023 Bonds; but nothing herein contained shall relieve any such Council member, officer, agent or employee from the performance of any official duty provided by law.

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47 Section 9.06. Notices to and Demands on City and Fiscal Agent . Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served (A) by facsimile transmission receipt of which has been confirmed, (B) by being depo sited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) or (C) electronic mail as follows:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: Finance Director
Fax: (925) 833-8741
Email: [email protected]

Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served (A) by facsimile transmission receipt of which has been confirmed, (B) by being deposited postage prepaid in a post office letter box addressed (until another addr ess is filed by the Fiscal Agent with the City) or (C) electronic mail as follows:

U.S. Bank Trust Company, National Association
Global Corporate Trust
One California Street, Suite 1000
San Francisco, California 94111
Attention: Michelle Knutson
Fax: (602) 257-5433
Email: [email protected]

Section 9.07. Partial Invalidity . If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the 2023 Bonds pursuant thereto irrespective of the fact that any one or mo re Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys . Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent for the payment and discharge of the principal of, and the interest and any premium on, the 2023 Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners of such 2023 Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, such 2023 Bonds. Any right of any Owner to look to the City for such payment shall survive only so long as required under applicable law.

Section 9.09. Applicable Law . This Agreement shall be governed by and enforced in accordance with the laws of the State applicable to contracts made and performed in the State.

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48 Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity . 2023 Bonds issued under this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day . In any case where the date of the maturity of interest or of principal (and premium, if any) of the 2023 Bonds, or the date fixed for redemption of any 2023 Bonds, or the date any action is to be taken under this Agreement, is other than a Business Day, the payment of interest or principal (and premium, if any) or the action shall be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. State Reporting Requirements. In addition to Section 5.15, the following requirements shall apply to the 2023 Bonds:

(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the 2023 Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall cause the information required by Government Code Section 53359.5(b) to be supplied to CDIAC.

The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.

(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the 2023 Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the 2023 Bonds so as to reduce the amount in the Reserve Fund to less than the Reserve Requirement, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. The Finance Director shall notify CDIAC and the Original Purchasers of such failure or withdrawal within 10 days of such failure or withdrawal.

(C) Special Tax Reporting. The Finance Director shall file a report with the City no later than January 1, 2024, and at least once a year thereafter, which annual report shall contain:
(i) the amount of Special Taxes collected and expended with respect to Improvement Area No. 5, (ii) the amount of 2023 Bond proceeds collected and expended with respect to the CFD, and (iii) the status of the Project. It is acknowledged that the Special Tax Fund and the Special Tax Prepayments Account are the accounts into which Special Taxes collected in Improvement Area No. 5 will be deposited for purposes of Section 50075.1(c) of the California Government Code, and the funds and accounts listed in Section 4.01 are the funds and accounts into which 2023 Bond proceeds will be deposited for purposes of Section 53410(c) of the California Government Code, and the annual report described in the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3(d) and 53411 of the California Government Code.

(D) Amendment. The reporting requirements of this Section 9.13 shall be amended from time to time, without action by the City or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the California Government Code. Notwithstanding the foregoing, any such amendment shall not, in itself, affe ct the City’ s obligations under the Continuing Disclosure Agreement. The City shall notify the Fiscal Agent in writing of any such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement.

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49 (E) No Liability. None of the City and its officers, agents and employees (including each Authorized Officer of the City), nor the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 9.13.

The City shall provide copies of any such reports to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the City to photocopy and pay any postage or other delivery cost to provide the same, as determined by the City. The term “Bondowner” for purposes of this Section 9.13 shall include any “Beneficial Owner” of the 2023 Bonds, as the term “Beneficial Owner” is described in Section 2.10.

Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

* * * * * * * * * *

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[Signature Page to Fiscal Agent Agreement dated as of December 1, 2023] IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Agreement to be executed as of the date first written above.

CITY OF DUBLIN, for and on behalf of the

CITY OF DUBLIN COMMUNITY FACILITIES
DISTRICT NO. 2015-1 (DUBLIN CROSSING)

By:

Finance Director

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

By:

Authorized Officer

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Exhibit A