Dublin City Council
October 6, 2026

October 6, 2026 Dublin City Council Regular Meeting Agenda 1 COUNCILMEMBERS Peter W. Snyder Council Chamber
Dr. Sherry Hu, Mayor Dublin Civic Center
Jean Josey, Vice Mayor 100 Civic Plaza
Michael McCorriston, Councilmember Dublin, CA 94568
Kashef Qaadri, Councilmember www.dublin.ca.gov
John Morada, Councilmember
Regular Meeting of the

DUBLIN CITY COUNCIL
Tuesday, October 6, 2026 Location: Peter W. Snyder
Council Chamber
100 Civic Plaza
Dublin, CA 94568
CLOSED SESSION 6:30 PM
REGULAR MEETING 7:00 PM
This City Council meeting will be broadcast live on Comcast TV channel 28 beginning at 7:00 p.m.

This meeting will also be livestreamed at tv28live.org and on the City’s website at:
https://dublin.ca.gov/watchmeetings
Members of the public have the option of giving public comment in person or via two-way telephonic service. Additional information about providing public comment via two-way telephonic service can be found at the end of this agenda.

Two-way telephonic service dial-in and link
Please click the link below to join the event:
https://events.zoom.us/ej/AvCF1-Nhx3jIy6T_uVufP5q8URlp3KkSmGq9UF9hH3gesFT0- 7Uh~A1Yv66hlfSLE6stH-5ox79bdU2q4-WUNL-QzrlCp1TGLRvSc3b-YCtY7-v6EQ Join by Phone:

San Jose: +1 669 444 9171 or +1 669 900 9128
Meeting ID: 86159075827
Passcode: 55705993
CLOSED SESSION 6:30 PM
I. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Attorney
II. CONFERENCE WITH LABOR NEGOTIATORS
Agency Designated Representatives: Councilmembers McCorriston and Qaadri Unrepresented Employee: City Attorney
1 October 6, 2026 Dublin City Council Regular Meeting Agenda 2 REGULAR MEETING 7:00 PM

1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE

2. REPORT ON CLOSED SESSION

3. PRESENTATIONS AND PROCLAMATIONS

3.1 Hindu American Awareness and Appreciation Month Proclamation The City Council will present a proclamation for Hindu American Awareness and Appreciation Month.

STAFF RECOMMENDATION:

Present the proclamation.

Staff Report
Attachment 1 - Hindu American Awareness and Appreciation Month Proclamation

3.2 Arts and Humanities Month Proclamation
The City Council will present a proclamation for Arts and Humanities Month.

STAFF RECOMMENDATION:

Present the proclamation.

Staff Report
Attachment 1 - Arts and Humanities Month Proclamation

3.3 Domestic Violence Awareness and Prevention Month Proclamation The City Council will present a proclamation for Domestic Violence Awareness and Prevention Month.

STAFF RECOMMENDATION:

Present the proclamation.

Staff Report
Attachment 1 - Domestic Violence Awareness and Prevention Month Proclamation

3.4 World Polio Day Proclamation
The City Council will present a proclamation for World Polio Day.

STAFF RECOMMENDATION:

Present the proclamation.

Staff Report
Attachment 1 - World Polio Day Proclamation

3.5 Employee Introduction
A new City of Dublin staff member will be introduced.

STAFF RECOMMENDATION:

Welcome the new City of Dublin staff member.

Staff Report

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 2 October 6, 2026 Dublin City Council Regular Meeting Agenda 3 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 September 15, 2026 Regular City Council Meeting Minutes The City Council will consider approving the minutes of the September 15, 2026 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the September 15, 2026 Regular City Council Meeting.

Staff Report
Attachment 1 - September 15, 2026 Regular City Council Meeting Minutes

5.2 Second Reading of an Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission)
On September 15, 2026, the City Council adopted a resolution consolidating the Human Services Commission with the Parks and Community Services Commission. The City Council also introduced an Ordinance repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission). The City Council will consider waiving the second reading and adopting the Ordinance repealing Dublin Municipal Code Chapter 2.14.

STAFF RECOMMENDATION:

Waive the second reading and adopt the Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission).

Staff Report
Attachment 1 - Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission)

5.3 Sunflower Hill at Grace Pointe - Amendment to the Affordable Housing Assistance Agreement, Purchase and Sale Agreement, Land Lease Agreement, and Acceptance of Land Dedication
The City Council will consider approving the First Amendment to the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe Project, authorizing the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., and accepting a land donation. Sunflower Hill at Grace Pointe is a 60-unit affordable housing development proposed to be constructed on a 1.88-acre property within the Dublin Centre project. The purchase and sale agreement and lease would allow the developer to retain site control until it is ready to acquire the site and begin construction and will strengthen its applications for affordable housing financing.
3 October 6, 2026 Dublin City Council Regular Meeting Agenda 4 STAFF RECOMMENDATION:

Adopt the Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, a Purchase and Sale Agreement, and a Land Lease Agreement with Sunflower Grace, L.P.; and Accepting a Land Dedication for the 1.88-acre Affordable Housing Site Within Dublin Centre.

Staff Report
Attachment 1 - Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, Acceptance of Land Dedication, and Authorizing the City to Enter into a Purchase and Sale Agreement and Land Lease Agreement
Attachment 2 - Exhibit A to the Resolution - First Amendment to Affordable Housing Assistance Agreement
Attachment 3 - Exhibit B to the Resolution - Purchase and Sale Agreement and Joint Escrow Instructions
Attachment 4 - Exhibit C to the Resolution - Lease Agreement of City Real Property at Brannigan Street and Dublin Boulevard, Dublin, CA

5.4 Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services The City Council will consider approving an amendment to the agreement with Civica Law Group for special counsel legal services related to code enforcement activities.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Fourth Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services.

Staff Report
Attachment 1 - Resolution Approving the Fourth Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services
Attachment 2 - Fourth Amendment to Agreement Between Civica Law Group APC and the City of Dublin for Special Counsel Legal Services
Attachment 3 - Original Agreement with Civica Law Group, APC for Special Counsel Legal Services, and First, Second, and Third Amendments

5.5 Amend the Dublin Municipal Code Pertaining to the City’s Conflict of Interest Code At the June 16, 2026 City Council meeting, the City Council directed Staff to review the City’s Conflict of Interest Code and determine if it needs to be updated. Staff conducted a review of the Code and determined that several positions should be added and several position titles should be revised. The City Council will consider adopting an ordinance to update the list of designated positions that must file a Statement of Economic Interests (Form 700). The ordinance was introduced on September 15, 2026 with an amendment to remove the Human Services Commission and is now ready for adoption.

STAFF RECOMMENDATION:

Waive the reading and adopt the Ordinance Amending Chapter 2.24.020 of the Dublin Municipal Code Relating to the City’s Conflict of Interest Code.

Staff Report
Attachment 1 - Ordinance Amending Chapter 2.24.020 of the Dublin Municipal Code Relating to the City’s Conflict of Interest Code

5.6 Revisions to the Personnel System
The City Council will consider an additional 1.5% cost-of-living adjustment (COLA) for regular personnel, retroactive to July 1, 2026, following direction provided by the City Council in Closed Session on September 15, 2026. This brings the total COLA received by employees to 4 October 6, 2026 Dublin City Council Regular Meeting Agenda 5

3.2% for Fiscal Year 2026-27. The Council will also consider updating the City Manager’s salary to reflect the 1.7% cost-of-living adjustment provided under her employment agreement for Fiscal Year 2026-27, now that her Fiscal Year 2025-26 performance-based salary adjustment has been finalized.

STAFF RECOMMENDATION:

Adopt the following: 1) Resolution Amending the Salary Plan for Full-Time Personnel and 2) Resolution Amending the Salary Plan for Management Positions Exempt from Competitive Service.

Staff Report
Attachment 1 - Resolution Amending the Salary Plan for Full-Time Personnel Attachment 2 - Resolution Amending the Salary Plan for Management Positions Exempt from Competitive Service
Attachment 3 - Staff Report Dated September 1, 2026

6. PUBLIC HEARING – None.

7. UNFINISHED BUSINESS – None.

8. NEW BUSINESS

8.1 Resolution Authorizing the Issuance of Special Tax Bonds for and on Behalf of the City of Dublin Community Facilities District No. 2023-1 (East Ranch), and Approving the Form of and Execution of Related Documents
The City Council will consider authorizing the issuance of 2026 Special Tax Bonds for Community Facilities District No. 2023-1 (East Ranch) to reimburse the master developer (Trumark) for eligible public capital facilities and public capital facility impact fees previously paid, and approving the form and execution of the 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. 2023-1 (East Ranch), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving Forms of Preliminary Official Statement and Bond Purchase Agreement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

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. 2023-1 (East Ranch), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving Forms of Preliminary Official Statement and Bond Purchase Agreement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions
Attachment 2 - Form of Fiscal Agent Agreement
Attachment 3 - Form of Bond Purchase Agreement
Attachment 4 - Form of Preliminary Official Statement (including Continuing Disclosure Certificate in Appendix E)

8.2 Agreement with Alameda County for Animal Shelter Services The City Council will consider approving an agreement between the County of Alameda and the Cities of Dublin and Pleasanton for animal shelter services. The agreement would allow the Alameda County Sheriff’s Office to continue operating the East County Animal Shelter for one year, with two optional one-year extensions.
5 October 6, 2026 Dublin City Council Regular Meeting Agenda 6 STAFF RECOMMENDATION:

Adopt the Resolution Approving the Agreement Among the County of Alameda and the Cities of Dublin and Pleasanton for Animal Shelter Services, and approve the budget change.

Staff Report
Attachment 1 - Resolution Approving the Agreement Among the County of Alameda and the Cities of Dublin and Pleasanton for Animal Shelter Services Attachment 2 - Exhibit A to the Resolution - Agreement Among the County of Alameda and the Cities of Dublin and Pleasanton for Animal Shelter Services Attachment 3 - Budget Change

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 (AB 1234).

10. ADJOURNMENT
Mission
The City of Dublin promotes and supports a high quality of life, ensures a safe, secure, and sustainable environment, fosters new opportunities, and champions a culture of equity, diversity, and inclusion.

Procedure for Public Comment Via Two-Way Telephonic Service

Using either of the following two methods, members of the public can indicate that they wish to make public comment virtually by two-way telephonic service.

The telephonic dial-in (call-in) number and link are published above.

• Dial into the telephonic option or click on the link on this agenda and join the meeting. When the Mayor announces the beginning of the item, use the raise-hand feature to indicate a desire to make public comment on that item. Requests must be made before the staff presentation on an agenda item ends, or before the public comment period on nonagendized items is closed. To raise a hand on the telephone, press *9; OR • Fill out an online speaker slip. The speaker slip will be made available on the City’s website at 10:00 a.m. the morning of the meeting. Speaker slips will be accepted until the staff presentation on an agenda item ends, or until the public comment period on non-agendized items is closed.

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. Inperson public comment will be taken first, followed by virtual speakers with submitted speaker slips, then those with hands raised on the two-way telephonic service. The speaker will be unmuted to give public comment via Zoom. If connected via telephone, press *6 on the phone’s dial pad to unmute the line when prompted.

This AGENDA is posted in accordance with Government Code section 54954.2, subdivision (a). 6 October 6, 2026 Dublin City Council Regular Meeting Agenda 7 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 at (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.

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.
7 Agenda Item 3.1

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Hindu American Awareness and Appreciation Month Proclamation Prepared by: Vanessa Rosales, CMC, Deputy City Clerk
EXECUTIVE SUMMARY:

The City Council will present a proclamation for Hindu American Awareness and Appreciation Month.

STAFF RECOMMENDATION:

Present the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Hindu American Awareness and Appreciation Month is celebrated annually in the month of October. October is significant because it is the birth month of Mahatma Gandhi and is often when major Hindu holidays such as Navaratri and Diwali are celebrated. Hindu American Awareness and Appreciation Month is a global movement highlighting Hinduism as a tradition and celebrating the contributions Hindu Americans have made to our society.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.
8

ATTACHMENTS:
1) Hindu American Awareness and Appreciation Month Proclamation 9 Attachment 1

A PROCLAMATION OF THE

CITY OF DUBLIN, CALIFORNIA
“Hindu American Awareness and Appreciation Month”
WHEREAS, the City of Dublin, along with the nation, has been shaped by the extraordinary cultural, ethnic, linguistic, and religious diversity of its residents; and
WHEREAS, the City of Dublin appreciates the valuable contributions of Hindu Americans in various fields such as education, science, law, medicine, and technology, and acknowledges their profound community service; 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, the year 2026 marks the 133rd anniversary of Swami Vivekananda’s introduction of Hinduism to a broad American audience at the 1893 World’s Parliament of Religions in Chicago, Illinois, and the 126th anniversary of when he founded the Vedanta Society in San Francisco, California, in 1900; and
WHEREAS, Hindu Americans promote the ideals of tolerance, pluralism, and religious freedom, and respect the diversity of all faiths, and the Vedas, the ancient Hindu scriptures, provide the basis for these core principles: “Truth is one, the wise call it by many names” (Ekam sat vipra bahudha vadanti); and
WHEREAS, our diversity is one of our greatest strengths, and the City of Dublin joins with communities across the nation in celebrating Hindu Americans.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby proclaim October 2026 as “Hindu American Awareness and Appreciation Month” in the City of Dublin, reaffirming our dedication to diversity, inclusivity, and mutual respect.

DATED: October 6, 2026
10 Agenda Item 3.2

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Arts and Humanities Month Proclamation
Prepared by: Vanessa Rosales, CMC, Deputy City Clerk
EXECUTIVE SUMMARY:

The City Council will present a proclamation for Arts and Humanities Month.

STAFF RECOMMENDATION:

Present the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

National Arts and Humanities Month is a nationwide observance held each October with four main goals: to bring attention to the arts and humanities at the national, state, and local levels through the media; to encourage individuals and arts, humanities, and other organizations across the country to take part; to give business, government, and civic leaders at every level a chance to declare their support; and to create a visible way to raise public awareness. The observance also recognizes the role played by the arts and humanities in telling a community's stories, encouraging creativity and free expression, and supporting the economy by creating jobs.

STRATEGIC PLAN INITIATIVE:

None.
11

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Arts and Humanities Month Proclamation
12 Attachment 1

A PROCLAMATION OF THE

CITY OF DUBLIN, CALIFORNIA
“Arts and Humanities Month”
WHEREAS, the four main goals of proclaiming National Arts and Humanities Month are to: create a national, state, and local focus on arts and humanities through the media; encourage the active participation of individuals, as well as arts, humanities, and other interested organizations nationwide; provide an opportunity for federal, state, and local business, government, and civic leaders to declare their support for the arts and humanities; and establish a visible method of raising public awareness about the arts and humanities; and WHEREAS, the City of Dublin strongly supports the arts as they add value to the community, celebrate diversity, encourage creativity, highlight shared experiences, provoke thought and conversation, inspire reflection and emotion, and increase community pride; and WHEREAS, the arts and humanities tell our stories, encouraging freedom of expression that empowers everyone to think and speak creatively for the collective good; and
WHEREAS, community organizations and businesses focusing on the arts and humanities support our local, state, and national economies by creating opportunities and jobs; and
WHEREAS, the Heritage and Cultural Arts Commission and the Dublin Arts Collective support the arts and humanities together with the Alameda County Arts Commission and the Alameda County and City-Level Arts Partnership Network, which includes city arts commissions and councils throughout the County.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby proclaim October 2026 as “Arts and Humanities Month” in the City of Dublin and encourages our community members to celebrate and promote the arts and humanities throughout our city.

DATED: October 6, 2026
13 Agenda Item 3.3

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Domestic Violence Awareness and Prevention Month Proclamation Prepared by: Vanessa Rosales, CMC, Deputy City Clerk
EXECUTIVE SUMMARY:

The City Council will present a proclamation for Domestic Violence Awareness and Prevention Month.

STAFF RECOMMENDATION:

Present the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Each October, communities across the nation observe Domestic Violence Awareness and Prevention Month to honor survivors, remember those lost to domestic violence, and raise awareness of the resources available to those affected. The observance dates to October 1987, when the first Domestic Violence Awareness Month was held and the first national tollfree domestic violence hotline was introduced. In 1989, the U.S. Congress officially designated October as National Domestic Violence Awareness Month, and similar legislation has passed every year since. By presenting this proclamation, the City affirms its commitment to supporting survivors and fostering a community free from domestic violence.

STRATEGIC PLAN INITIATIVE:

None.
14

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Domestic Violence Awareness and Prevention Month Proclamation 15 Attachment 1

A PROCLAMATION OF THE

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

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby proclaim October 2026 as “Domestic Violence Awareness and Prevention Month” in the City of Dublin and encourages the community to be cognizant of the important work done by domestic violence programs and victims’ service providers, as well as to actively participate in the scheduled activities and programs that work toward the elimination of personal and institutional violence against all people.

DATED: October 6, 2026
16 Agenda Item 3.4

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: World Polio Day Proclamation
Prepared by: Vanessa Rosales, CMC, Deputy City Clerk
EXECUTIVE SUMMARY:

The City Council will present a proclamation for World Polio Day.

STAFF RECOMMENDATION:

Present the proclamation.

FINANCIAL IMPACT:

None.

DESCRIPTION:

Polio is a highly infectious disease that spreads from person to person, most often through contaminated water. It primarily affects children under the age of five and can attack the nervous system, causing paralysis. Eradicating polio has been one of Rotary’s longeststanding and most significant efforts, providing much-needed operational support, medical staff, laboratory equipment, and educational materials to health workers and parents. World Polio Day, observed each year on October 24, recognizes this work and raises awareness of the ongoing effort to end polio worldwide.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.
17

ATTACHMENTS:
1) World Polio Day Proclamation
18 Attachment 1

A PROCLAMATION OF THE

CITY OF DUBLIN, CALIFORNIA
“World Polio Day”
WHEREAS, Poliomyelitis, commonly known as polio, is a highly infectious disease caused by the poliovirus that is spread from person to person, typically through contaminated water; and
WHEREAS, polio commonly affects children under the age of five and can attack the nervous system and lead to paralysis; and WHEREAS, there is no cure, but polio is preventable with a vaccine which has been administered to more than 3 billion children in 122 countries and polio cases have dropped by 99.9% since 1988, when Rotary International helped establish the Global Polio Eradication Initiative; and
WHEREAS, Rotary is a global network of 1.4 million neighbors, friends, leaders, and problem-solvers who see a world where people unite and take action to create lasting change – across the globe, in our communities, and in ourselves; and WHEREAS, the eradication of polio is one of Rotary’s longest-standing and most significant efforts; and WHEREAS, these efforts provide much-needed operational support, medical staff, laboratory equipment, and educational materials for health workers and parents.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby proclaim October 24, 2026, as “World Polio Day” in the City of Dublin and encourages all residents to join Rotary International in the mission to End Polio Now.

DATED: October 6, 2026
19 Agenda Item 3.5

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Employee Introduction
Prepared by: Sarah Monnastes, Human Resources Director
EXECUTIVE SUMMARY:

A new City of Dublin staff member will be introduced.

STAFF RECOMMENDATION:

Welcome the new City of Dublin staff member.

FINANCIAL IMPACT:

None.

DESCRIPTION:

New City of Dublin staff member, Valerie Gillis, Office Assistant II with Public Works, will be introduced.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

None.
20 Agenda Item 5.1

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Approval of September 15, 2026 Regular City Council Meeting Minutes Prepared by: Vanessa Rosales, CMC, Deputy City Clerk
EXECUTIVE SUMMARY:

The City Council will consider approving the minutes of the September 15, 2026 Regular City Council Meeting.

STAFF RECOMMENDATION:

Approve the minutes of the September 15, 2026 Regular City Council Meeting.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The City Council will consider approving the minutes of the September 15, 2026 Regular City Council Meeting.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) September 15, 2026 Regular City Council Meeting Minutes 21 Attachment 1

MINUTES OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
Regular Meeting: September 15, 2026

DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
SEPTEMBER 15, 2026
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/watchmeetings.

Pursuant to Government Code Section 54953(b), Councilmember Qaadri attended the Regular Meeting via teleconference from Shilla Stay Mapo, Lobby, Hongdae 83 Mapodaero, Mapo-gu, Seoul, 04156, South Korea. All votes during the teleconference session were conducted by roll-call vote.

CLOSED SESSION 5:30 PM
I. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: Portions of Dublin Place Shopping Center (Assessor’s Parcel Nos. 941- 305-43, 941-305-44, 941-305-38, 941-305-39, and 941-305-40) Agency negotiator: City Manager
Negotiating parties: ASVRF Dublin Place LP
Under negotiation: Price and terms of payment
II. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Attorney
III. CONFERENCE WITH LABOR NEGOTIATOR
Agency Designated Representative: Colleen Tribby, City Manager Unrepresented Employees:

ACCOUNTANT HUMAN RESOURCES MANAGER

ACCOUNTING MANAGER INFORMATION SYSTEMS MANAGER

ADMINISTRATIVE AIDE INFORMATION SYSTEMS SPECIALIST

ADMINISTRATIVE TECHNICIAN INFORMATION SYSTEMS TECHNICIAN I

ASSISTANT CITY MANAGER INFORMATION SYSTEMS TECHNICIAN II

ASSISTANT CIVIL ENGINEER MAINTENANCE COORDINATOR

ASSISTANT PLANNER MANAGEMENT ANALYST I

ASSISTANT TO THE CITY MANAGER MANAGEMENT ANALYST II

ASSOCIATE CIVIL ENGINEER MANAGEMENT FELLOW

ASSOCIATE PLANNER NETWORK SYSTEMS COORDINATOR

ASSISTANT TO DIRECTOR OF COMMUNITY

DEVELOPMENT

OFFICE ASSISTANT I

ASSISTANT FINANCE DIRECTOR OFFICE ASSISTANT II

ASSISTANT PARKS & COMMUNITY SERVICES

DIRECTOR

PARKS & COMMUNITY SERVICES MANAGER

ASSISTANT PUBLIC WORKS DIRECTOR/CITY

ENGINEER

PARKS & COMMUNITY SERVICES DIRECTOR

AUDIO-VISUAL SPECIALIST PARKS PLANNER

BUDGET ANALYST PERMIT TECHNICIAN
22 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
SEPTEMBER 15, 2026

CAPITAL IMPROVEMENT PROGRAM MANAGER PLAN CHECK ENGINEER

CHIEF BUILDING OFFICIAL PLANNING MANAGER

CHIEF INFORMATION SECURITY OFFICER PLANS EXAMINER I

CITY CLERK PLANS EXAMINER II

CODE ENFORCEMENT OFFICER PRINCIPAL ENGINEER

COMMUNITY DEVELOPMENT DIRECTOR PRINCIPAL PLANNER

COMMUNITY ENGAGEMENT MANAGER PUBLIC WORKS DIRECTOR

DEPUTY CITY CLERK PUBLIC WORKS INSPECTOR

DEPUTY CITY MANAGER PUBLIC WORKS TECHNICIAN I

DIGITAL COMMUNICATIONS TECHNICIAN PUBLIC WORKS TECHNICIAN II

DIGITAL ENGAGEMENT SPECIALIST PUBLIC WORKS MAINTENANCE MANAGER

ECONOMIC DEVELOPMENT DIRECTOR RECREATION COORDINATOR

ECONOMIC DEVELOPMENT MANAGER RECREATION SUPERVISOR

ENVIRONMENTAL & SUSTAINABILITY MANAGER RECREATION TECHNICIAN

ENVIRONMENTAL SPECIALIST SENIOR ACCOUNTANT

ENVIRONMENTAL TECHNICIAN SENIOR CIVIL ENGINEER

EXECUTIVE AIDE SENIOR CODE ENFORCEMENT OFFICER

FINANCE DIRECTOR SENIOR FINANCE TECHNICIAN

FINANCE TECHNICIAN I SENIOR MANAGEMENT ANALYST

FINANCE TECHNICIAN II SENIOR OFFICE ASSISTANT

FINANCIAL ANALYST SENIOR PLANNER

GIS COORDINATOR SENIOR PUBLIC WORKS INSPECTOR

HOUSING SPECIALIST SPECIAL PROJECTS MANAGER

HUMAN RESOURCES DIRECTOR SENIOR DIGITAL ENGAGEMENT SPECIALIST

TRANSPORTATION & OPERATIONS MANAGER
REGULAR MEETING 7:00 PM
A Regular Meeting of the Dublin City Council was held on Tuesday, September 15, 2026, in the Peter W. Snyder Council Chamber, located at 100 Civic Plaza, Dublin, CA 94568. The meeting was called to order at 7:00 PM, by Mayor Hu. 1) CALL TO ORDER AND PLEDGE OF ALLEGIANCE
Attendee Name Status
Dr. Sherry Hu, Mayor Present
Jean Josey, Vice Mayor Present
Michael McCorriston, Councilmember Present
Kashef Qaadri, Councilmember Present via Zoom
John Morada, Councilmember Present
2) REPORT ON CLOSED SESSION
Mayor Hu reported there was no reportable action out of Closed Session. 23 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
SEPTEMBER 15, 2026
3) PRESENTATIONS AND PROCLAMATIONS

3.1) Hunger Action Month Proclamation
The City Council presented the proclamation.
4) PUBLIC COMMENT
Ritvik Sharma provided public comment.

Mike Grant provided public comment.
5) CONSENT CALENDAR

5.1) Approved the September 1, 2026 Regular City Council Meeting Minutes.

5.2) Received the report of payments issued from August 1, 2026 – August 31, 2026 totaling $17,620,998.46.

5.3) Waived the reading and introduced an Ordinance Amending Chapter 2.24.020 of the Dublin Municipal Code Relating to the City’s Conflict of Interest Code.

5.4) Approved the First Amendment to the Employment Agreement Between the City of Dublin and Colleen Tribby for Employment as City Manager and authorized the Mayor to execute it.

On a motion by Councilmember Qaadri, seconded by Councilmember McCorriston, and by unanimous roll-call vote, the City Council adopted the Consent Calendar, except for item 5.5, and with amendments to item 5.3 to remove the Human Services Commission from the draft ordinance contingent on the action taken on Agenda Item 8.2.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Kashef Qaadri, Councilmember
SECOND: Michael McCorriston, Councilmember
AYES: Hu, Josey, McCorriston, Qaadri, Morada

5.5) Adopted Resolution No. 83-26 titled, “Adopting the City of Dublin Code of Ethics and Conduct for Elected and Appointed Officials.”
This item was pulled from the Consent Calendar by Councilmember Morada for further discussion.

Tom Evans provided public comment.
24 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
SEPTEMBER 15, 2026
On a motion by Vice Mayor Josey, seconded by Councilmember McCorriston, and by unanimous roll-call vote, the City Council adopted Consent Calendar item 5.5.

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Jean Josey, Vice Mayor
SECOND: Michael McCorriston, Councilmember
AYES: Hu, Josey, McCorriston, Qaadri, Morada
6) PUBLIC HEARING – None.
7) UNFINISHED BUSINESS – None.
8) NEW BUSINESS

8.1) Annual Review of the City’s Statement of Investment Policy The City Council received a presentation regarding the City’s Investment Policy and draft changes.

On a motion by Vice Mayor Josey, seconded by Councilmember McCorriston, and by unanimous roll-call vote, the City Council adopted Resolution No. 84-26 titled, “Approving the Annual Review of the Statement of Investment Policy and Delegation of Authority to Complete Investment Transactions.”
RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Jean Josey, Vice Mayor
SECOND: Michael McCorriston, Councilmember
AYES: Hu, Josey, McCorriston, Qaadri, Morada

8.2) Consolidation of the Human Services Commission and Parks and Community Services Commission
The City Council received a presentation regarding the consolidation of the Human Services Commission and Parks and Community Services Commission.

By consensus, the City Council agreed at the next review of the commission and committee bylaws, they will discuss alternates on the commissions and committees.

On a motion by Councilmember Qaadri, seconded by Vice Mayor Josey, and by unanimous roll-call vote, the City Council adopted Resolution No. 85-26 titled, “Approving the Consolidation of the Human Services Commission and the Parks and Community Services Commission and Related Actions,” and waived the reading and introduced an Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human 25 DUBLIN CITY COUNCIL MINUTES

REGULAR MEETING
SEPTEMBER 15, 2026
Services Commission).

RESULT: ADOPTED [UNANIMOUS]
MOVED BY: Kashef Qaadri, Councilmember
SECOND: Jean Josey, Vice Mayor
AYES: Hu, Josey, McCorriston, Qaadri, Morada
9) CITY MANAGER AND CITY COUNCIL REPORTS
The City Council and Staff provided brief information-only reports, including committee reports and reports related to meetings attended at City expense (AB1234). 10) ADJOURNMENT
Mayor Hu adjourned the meeting at 8:24 PM.

Mayor
ATTEST:

Deputy City Clerk
26 Agenda Item 5.2

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Second Reading of an Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission)
Prepared by: Shaun Chilkotowsky, Parks and Community Services Manager
EXECUTIVE SUMMARY:

On September 15, 2026, the City Council adopted a resolution consolidating the Human Services Commission with the Parks and Community Services Commission. The City Council also introduced an Ordinance repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission). The City Council will consider waiving the second reading and adopting the Ordinance repealing Dublin Municipal Code Chapter 2.14.

STAFF RECOMMENDATION:

Waive the second reading and adopt the Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission).

FINANCIAL IMPACT:

None.

DESCRIPTION:

On September 15, 2026, the City Council adopted a resolution consolidating the Human Services Commission with the Parks and Community Services Commission, updating the Parks and Community Services Commission bylaws to include the Human Services Commission's duties and responsibilities, and taking other related actions.

Additionally, at the September 15, 2026, meeting, the City Council waived the reading and introduced an ordinance repealing Chapter 2.14 of the Dublin Municipal Code (Human Services Commission). To finalize the commission consolidation, the City Council is now being asked to waive the second reading and adopt the ordinance, effective December 31, 2026. 27

STRATEGIC PLAN INITIATIVE:

Strategy 2: Fiscal Sustainability
Objective 2F: Implement operational cost control measures, where feasible, while maintaining a high level of service to the community.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council agenda was posted.

ATTACHMENTS:
1) Ordinance Repealing Dublin Municipal Code Chapter 2.14 (Human Services Commission) 28 Attachment 1
Ord. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 1 of 1 ORDINANCE NO. XX – 26

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
REPEALING DUBLIN MUNICIPAL CODE CHAPTER 2.14 (HUMAN SERVICES COMMISSION) WHEREAS, the City occasionally initiates amendments to the Dublin Municipal Code to clarify, add, amend, or delete certain provisions that are relevant to changes occurring in the community; and WHEREAS, the City initiated changes to Dublin Municipal Code Chapter 2.14 to consolidate the Human Services Commission and the Parks and Community Services Commission, resulting in a broadened oversight of community health and welfare; and WHEREAS, the City Council did hear and consider all said reports, recommendations, and testimony set forth above and used its independent judgment to evaluate the change.

NOW, THEREFORE, the City Council of the City of Dublin does ordain as follows:

Section 1. Dublin Municipal Code Chapter 2.14 is repealed in its entirety.

Section 2. Effective Date. This Ordinance, following its final adoption, shall take effect December 31, 2026.

Section 3. Posting. The City Clerk of the City of Dublin shall cause this Ordinance to be posted in at least three public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California.

PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin, on this 6th day of October, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
29 Agenda Item 5.3

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Sunflower Hill at Grace Pointe - Amendment to the Affordable Housing Assistance Agreement, Purchase and Sale Agreement, Land Lease Agreement, and Acceptance of Land Dedication
Prepared by: Jason Earl, Senior Management Analyst
EXECUTIVE SUMMARY:

The City Council will consider approving the First Amendment to the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe Project, authorizing the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., and accepting a land donation. Sunflower Hill at Grace Pointe is a 60-unit affordable housing development proposed to be constructed on a 1.88-acre property within the Dublin Centre project. The purchase and sale agreement and lease would allow the developer to retain site control until it is ready to acquire the site and begin construction and will strengthen its applications for affordable housing financing.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, a Purchase and Sale Agreement, and a Land Lease Agreement with Sunflower Grace, L.P.; and Accepting a Land Dedication for the 1.88-acre Affordable Housing Site Within Dublin Centre.

FINANCIAL IMPACT:

There is no direct financial impact to the City. The Developer, Sunflower Grace, L.P., is solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the property. As provided in the lease, the Developer will pay the City rent of $1 per month, payable in advance, 12 months at a time. The Developer is responsible for all taxes, assessments, and other charges that are levied and assessed against the property during the term of the lease, and will further be responsible for maintaining, insuring, and securing the property at its cost. As provided in the Purchase and Sale Agreement, the 30

purchase price for the property to be paid by the Developer to the City is $1.

DESCRIPTION:

Background
On November 5, 2024, the City Council entered into an Affordable Housing Assistance Agreement (AHAA) with Sunflower Grace, L.P., for the Sunflower Hill at Grace Pointe project anticipated to be constructed on property at the corner of Dublin Boulevard and Brannigan Street within the Dublin Centre project. Sunflower Grace, L.P., which includes affiliates of Sunflower Hill and Satellite Affordable Housing Associates as general partners, is developing a 60-unit low- and very-low-income affordable housing project for those with intellectual and developmental disabilities. Under the terms of the AHAA, Sunflower Grace, L.P., would acquire the property directly from the master developer of Dublin Centre for the purpose of constructing and operating an affordable rental housing development.

On February 4, 2025, the City Council approved an Affordable Housing Agreement with Landsea Homes for the Dublin Centre project. As part of the project’s compliance with the City’s Inclusionary Zoning Ordinance, Landsea Homes, the master developer, agreed to donate the property, a 1.88-acre area of land at the corner of Dublin Boulevard and Brannigan Street (Figure 1), to the City or its designated recipient for an affordable housing project.

Figure 1. Location Map
The Affordable Housing Agreement included an Irrevocable Offer of Dedication for the affordable housing site, which binds the master developer to dedicate the property to the City.

On February 4, 2026, KL LB Buy 2 LLC, the land banker for the master developer and current property owner, recorded the Irrevocable Offer of Dedication to the City, which allows the City 31

to accept the dedication at any time.

As a non-profit affordable housing developer, Sunflower Grace, L.P., is actively seeking funds from multiple sources to construct the Grace Pointe project. On October 7, 2025, in support of the Developer’s funding effort, the City Council affirmed its intention to acquire the property from the Dublin Centre master developer and declare the property to be exempt surplus land pursuant to the Surplus Land Act. Receipt of the property from the City as exempt surplus land (rather than being conveyed directly from the master developer) allows certain funding applications, such as the Multifamily Housing Program administered by the California Department of Housing and Community Development and the Multifamily Super Notice of Funding Availability Capital funding, to be more competitive.

Sunflower Grace, L.P., is now requesting to lease the property from the City during the period between the City’s acquisition of the property and its subsequent conveyance of the property to Sunflower Grace, L.P. This arrangement would enable the Developer to demonstrate additional site control until the Developer is prepared to acquire the site and begin construction.

The current request is to amend the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe Project, accept the project site land dedication, and authorize the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., as further described below.

Analysis
First Amendment to Affordable Housing Assistance Agreement The AHAA for the Sunflower Hill at Grace Pointe project requires that Sunflower Grace, L.P., acquire the property from the master developer. The master developer used a land banker, KL LB Buy 2 LLC, as part of its financial structure for the Dublin Centre project. At the time the AHAA with Sunflower Grace, L.P., was executed, it was assumed that the master developer would own the property when the property was ready to transfer. To reflect the change in ownership and the City’s acquisition of the property from the land banker (rather than Sunflower Grace, L.P., acquiring the Property), an amendment to the AHAA is necessary.

To provide for the transfer of the property from the City to Sunflower Grace, L.P., the amendment includes the City’s standard Purchase and Sale Agreement and Option Agreement. The Purchase and Sale Agreement obligates the City to convey the Property to Sunflower Grace, L.P., only if it obtains approvals of all the necessary financing for the project, as well as all necessary City land use approvals. The Option Agreement provides the City with certainty after the land is transferred to the Developer by allowing the City to take the land back if the project is unable to proceed. The First Amendment to the Affordable Housing Assistance Agreement is included as Attachment 2, with the Purchase and Sale Agreement and the Option Agreement included as Attachment 3.

Acceptance of Land Dedication
The Affordable Housing Agreement with the master developer required two actions prior to the dedication of the 1.88-acre property. The first was the recordation of the Irrevocable Offer of 32

Dedication, which was completed in February 2026. The second was the completion of improvements such as rough grading and street frontage improvements, including, but not limited to, curb, gutter, sidewalk, landscape, irrigation, and access roadways on all sides of the property that are adjacent to current and future roadways. All improvements were completed in September 2026, and the land is ready to be dedicated to the City.

Land Lease Agreement
Sunflower Grace, L.P., has requested to lease the property from the City during the period between the City’s acquisition of the property and its subsequent conveyance of the property to Sunflower Grace, L.P., This arrangement would provide additional site control until the Developer is prepared to acquire the site and begin construction. The lease would also serve to alleviate the City’s liability during this time. As outlined in the lease document, the Developer is responsible for property maintenance and security as well as all taxes, assessments, and other charges that are levied and assessed against the property during the term of the lease.

The Developer will not undertake any improvements while the property is being leased. The physical improvements associated with the development of the Sunflower Hill at Grace Pointe project will not happen until title to the property is transferred to the Developer. The lease agreement is included as Attachment 4.

A resolution approving the First Amendment to the Affordable Housing Assistance Agreement for the Sunflower Hill at Grace Pointe project, accepting the land dedication, and authorizing the City to enter into a purchase and sale agreement and land lease with Sunflower Grace, L.P., is included as Attachment 1.

STRATEGIC PLAN INITIATIVE:

Strategy 4: Housing Affordability
Objective A: Advance implementation of the Housing Element to increase the production of affordable housing.

Objective C: Proactively identify and facilitate opportunities to attract multi-family housing development on key sites.

ENVIRONMENTAL DETERMINATION:

This amendment to the Affordable Housing Assistance Agreement between the City of Dublin and Sunflower Grace, L.P., and the other actions proposed to be undertaken hereunder, are not subject to the requirements of the California Environmental Quality Act (CEQA), pursuant to CEQA Guidelines Section 15378 as they do not meet CEQA’s definition of a project and will not result in direct or indirect physical changes in the environment, and CEQA Guidelines Section 15061(b)(3), which provides that an activity is exempt from CEQA review when it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted, and a copy of this Staff Report was provided to the 33

Applicant.

ATTACHMENTS:
1) Resolution Approving the First Amendment to the Affordable Housing Assistance Agreement, a Purchase and Sale Agreement, and a Land Lease Agreement with Sunflower Grace, L.P., and Accepting a Land Dedication for the 1.88-acre Affordable Housing Site Within Dublin Centre
2) Exhibit A to the Resolution – First Amendment to Affordable Housing Assistance Agreement (Sunflower Hill at Grace Pointe)
3) Exhibit B to the Resolution – Purchase and Sale Agreement and Joint Escrow Instructions, including Option Agreement
4) Exhibit C to the Resolution – Lease Agreement of City Real Property at Brannigan Street and Dublin Boulevard, Dublin, CA
34 Attachment 1
Reso. No. XX-26, Item X.X, Adopted 10/06/2026 Page 1 of 2 RESOLUTION NO. XX – 26

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING THE FIRST AMENDMENT TO THE AFFORDABLE HOUSING ASSISTANCE

AGREEMENT, A PURCHASE AND SALE AGREEMENT, AND A LAND LEASE AGREEMENT WITH SUNFLOWER GRACE, L.P.; AND ACCEPTING THE LAND DEDICATION FOR THE 1.88-

ACRE AFFORDABLE HOUSING SITE WITHIN DUBLIN CENTRE
WHEREAS, on November 5, 2024, the City Council approved an Affordable Housing Assistance Agreement with Sunflower Grace, L.P., under which Sunflower Grace, L.P. is to receive property at the corner of Dublin Boulevard and Brannigan Street (the “Property”) for the construction and operation of an affordable rental housing development; and
WHEREAS, on February 4, 2025, the City Council approved an Affordable Housing Agreement with Landsea Homes for the Dublin Centre project. As part of the project’s compliance with the City’s Inclusionary Zoning Ordinance, Landsea Homes, the master developer, agreed to donate the Property to the City of Dublin or its designated recipient for development of an affordable housing project; and WHEREAS, Sunflower Grace, L.P., whose general partners include affiliates of Sunflower Hill and Satellite Affordable Housing Associates, proposes to develop the Property with a 60-unit affordable housing project serving low- and very-low-income households, including persons with intellectual and developmental disabilities; and
WHEREAS, to enhance the project’s competitiveness for affordable housing funding, Sunflower Hill requested that the City declare the Property exempt surplus land under the Surplus Land Act; and WHEREAS, on October 7, 2025, the City Council adopted Resolution No. 83-25 declaring the Property exempt surplus land pursuant to the Surplus Land Act; and WHEREAS, on February 4, 2026, KL LB Buy 2 LLC, the land banker for the master developer, recorded an irrevocable offer to dedicate fee title to the Property to the City; and WHEREAS, Sunflower Grace, L.P. has requested that the City acquire title to the Property, enter into a purchase and sale agreement to sell the Property to Sunflower Grace, L.P., and enter into a short-term land lease of the Property with Sunflower Grace, L.P. for the period prior to conveyance of title to the Property to Sunflower Grace, L.P., in order to establish site control in an effort to strengthen its applications for affordable housing funding while it secures construction financing and prepares to commence construction; and
WHEREAS, acceptance of the dedication would allow the City to lease the Property to Sunflower Grace, L.P. until the affordable housing developer is prepared to acquire the Property and commence construction; and
WHEREAS, entry into the First Amendment to the Affordable Housing Assistance Agreement, the Purchase and Sale Agreement, and the Land Lease Agreement with Sunflower Grace, L.P. (collectively, the “Agreements”), would provide site control to Sunflower Grace, L.P. and preserve the City’s ability to assume control of the Property or transfer it to another affordable housing developer if Sunflower Grace, L.P. fails to perform; and
35 Reso. No. XX-26, Item X.X, Adopted10/06/2026 Page 2 of 2 WHEREAS, the Agreements will facilitate development of affordable housing and are in the public interest.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby accepts the irrevocable offer of dedication from KL LB Buy 2 LLC for fee title to the approximately 1.88- acre Property within Dublin Centre, and hereby approves the Agreements substantially in the form attached as Exhibits A, B, and C to this Resolution.

BE IT FURTHER RESOLVED that the City Manager is authorized to sign and execute any agreements for the conveyance of the Property to the City.

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreements attached hereto as Exhibits A, B, and C to this Resolution and to make any necessary, nonsubstantive changes consistent with the intent of this Resolution.

PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin, on this 6 th
day of October, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
36 1
135.064/721975

FIRST AMENDMENT TO AFFORDABLE HOUSING ASSISTANCE AGREEMENT (Sunflower Hill at Grace Pointe)

THIS FIRST AMENDMENT TO AFFORDABLE HOUSING ASSISTANCE
AGREEMENT (this “Amendment”) is entered into effective as of October 6, 2026 by and between the CITY OF DUBLIN, a California municipal corporation (“City”), and SUNFLOWER GRACE, L.P., a California limited partnership (“Developer”). City and Developer are hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Developer have entered into an Affordable Housing Assistance Agreement, dated as of November 5, 2024 (the “AHAA”). The AHAA requires the Developer to acquire 1.83 acres of real property in the Dublin Centre community from the master developer of the community, Landsea Homes of California, LLC, a Delaware limited liability company (the “Master Developer”), and for Developer to construct and operate an affordable housing project thereon.

B. By this Amendment, the Parties desire to amend the AHAA to provide for the City to acquire the Property from KL LB BUY 2 LLC, a Delaware limited liability company land banker for the Master Developer, and for the City to then convey the Property to the Developer for a nominal sales price.

1. Acquisition of Property. Section 3.1 of the AHAA is hereby revised to read as follows:
“3.1 The Property. City shall acquire the Property from KL LB BUY 2 LLC, a Delaware limited liability company land banker for the Master Developer, within the time and upon the terms as set forth in the Affordable Housing Agreement between City and Master Developer dated February 4, 2025. City agrees to convey fee simple title to the Property to the Developer upon or prior to the date set forth in the Schedule of Performance attached to the AHAA. City and Developer shall enter into a Purchase and Sale Agreement, in the form attached to the First Amendment to Affordable Housing Assistance Agreement as Exhibit A, which shall set forth the terms and conditions of City’s conveyance of the Property from City to Developer.”

2. No Further Amendments. Except as amended by this Amendment, the AHAA shall continue unmodified and in full force and effect. All terms not separately defined herein shall have the meanings as defined in the AHAA.

Attachment 2
Exhibit A to the Resolution
37 2
135.064/721975
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

CITY:

CITY OF DUBLIN
By: _______________________________
Colleen Tribby, City Manager
ATTEST:

By: _______________________________
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _______________________________
John Bakker, City Attorney
38 3
135.064/721975
DEVELOPER:

SUNFLOWER GRACE, L.P.,
a California limited partnership
By: Sunflower Grace MGP LLC,
a California limited liability company,
its Managing General Partner
By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its member/manager
By:

Susan Friedland,
Chief Executive Officer
By: Sunflower Grace AGP LLC,
a California limited liability company,
its Administrative General Partner
By: Sunflower Hill,
a California nonprofit public benefit corporation,
its member/manager
By: _________________________
Susan M. Houghton
President – Board of Directors
39 Attachment 3
Exhibit B to Resolution
40 41
42 (f) City's representations and warranties herein are true and correct in all material respects as of the Closing Date.
(g) The Title Company is irrevocably committed to issue a CLTA or ALTA standard coverage title insurance policy to Developer, together with such endorsements as are requested by Developer, effective as ofthe Closing Date, insuring title to Developer in the amount ofthe fair market value ofthe Property, subject only to those exceptions to title which have been approved by Developer.
(h) There shall be no litigation or administrative proceeding pending with respeet to the Property as ofthe Closing, nor any moratoria which would adversely impact the development ofthe Property.
(i) Developer shall have received enforceable written commitments for all sources of Construction Financing.

5.3 City's Conditions to Closing. The Close ofEscrow and City's obligation to sell and convey the Property to Developer are subject to the satisfaction of the following conditions or City's written waiver (in City's sole discretion) ofsuch conditions on or before the Closing Date:

Landbanker.
(a) City has acquired fee title to the Property from the Dublin Centre (b) Developer has deposited into the Escrow all costs required by this Agreement to be paid by Developer.
(e) Developer has deposited into the Escrow the Grant Deed, Option Agreement, Memorandum of Option Agreement, and all documents to be submitted by Developer pursuant to this Agreement, all duly executed by Developer and notarized where applicable. ( d) All of the conditions to disbursement of the Construction Component of the City Loan, as set forth in Section 4.7 of the AHAA, shall have been satisfied. (e) Developer has performed all obligations to be performed by Developer pursuant to this Agreement before the Closing Date. (f) Developer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. 5 .4 Conveyance of Title. City will deliver fee simple title to Developer at the Closing, subject only to the exceptions to title which have been approved by Developer. 4 135.064/721967
43 44
45 46
47 execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and thatthe Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

10.17 Approvals. Whenever this Agreement calls for City approval, consent, extension or waiver, the written approval, consent, or waiver ofthe City, the City Manager or his or her designee(s) shall constitute the approval, consent, extension or waiver of the City, without further authorization required from the City Council. City hereby authorizes the City Manager and his or her designee(s) to deliver any such approvals, consents, or extensions or waivers as are required by this Agreement, or that do not otherwise reduce City's rights under this Agreement, and to waive requirements under this Agreement, on behalf of the City.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY:

CITY OF DUBLIN
By:

Colleen Tribby, City Manager
ATTEST:

By:

Marsha Moore, City Clerk
APPROVED AS TO FORM:

By:

John Bakker, City Attorney
9 135.064/721967
48 49
50 51
- 13 -
135.064/721967

EXHIBIT B
Recording Requested by
and When Recorded, Return to:

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Exempt from Documentary Transfer Tax
Per Rev. & Tax. Code § 11922
Governmental Agency acquiring title

GRANT DEED
For valuable consideration, receipt of which is hereby acknowledged, as of _________________, 202__, the City of Dublin, a California municipal corporation and general law city, hereby grants to Sunflower Grace, L.P., a California limited partnership, all that real property located in the City of Dublin, County of Alameda, State of California and more particularly described in Attachment No. 1 hereto and incorporated in this Grant Deed by this reference.

By: _______________________________
52 53
54 55
1 135.064/726654

OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is entered into as of ____________, by and between the City of Dublin, a municipal corporation ("City"), and Sunflower Grace, L.P., a California limited partnership ("Developer").

RECITALS
A. Concurrently with the date of this Agreement, Developer has acquired fee title from City to that certain real property located at ________________________, Dublin, California, as more particularly described in Exhibit A attached to this Agreement ("Property").

B. Developer acquired the Property from the City pursuant to that certain Affordable Housing Assistance Agreement with respect to the Property, dated as of November 5, 2024, and amended by the First Amendment to Affordable Housing Assistance Agreement dated as of October 6, 2026 (as amended, the “AHAA”). The AHAA requires the City to acquire the Property from the “land banker” of the “Dublin Centre (DC) Project” (as those terms are defined in the AHAA), and to enter into an agreement to sell the Property to Developer for a nominal sales price, and for Developer to construct and operate an affordable housing project thereon.

C. Developer intends to construct a multifamily residential apartment project on the Property consisting of approximately sixty (60) affordable rental housing units for very low and low income families, and related improvements (“Development”).

D. This Agreement gives the City an exclusive right and option to purchase the Property from Developer, which may be exercised by the City if the Developer fails to record a Regulatory Agreement against the Property on or prior to the date of the Construction Financing Closing (as defined below), if Developer transfers the Property or certain interests in Developer at any time prior to the recordation of the Regulatory Agreement, or if the Developer does not commence the construction of the Development on the Property within the time as set forth in the AHAA.

E. All these Recitals are incorporated into and made part of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, City and Developer hereby agree as follows:

1. Grant of Option. Developer grants to the City the exclusive right and option to purchase the Property for the consideration and under the terms and conditions set forth in this Agreement (the "Option").

2. Term and Exercise of Option.
a. Option Term. The term of the Option ("Option Term") shall be for a period commencing on the date the Memorandum of Option (attached as Exhibit B) is recorded Exhibit C
56 2
135.064/726654
and ending on the earlier of the following events: (i) the admission of the investor limited partner into the tax credit limited partnership formed for the Development and the closing of Developer’s construction loans necessary for Developer to commence construction of Development, which are required to be identified and approved by the City in accordance with the City documents evidencing the City Loan (“Construction Loans”); and (ii) the date this Option is terminated in writing by the City. Developer shall provide City with thirty (30) days’ prior written notice of the admission of the investor limited partner and the closing of Construction Loans.
b. Exercise of Option. The City may exercise the Option only in the event that (i) the Developer fails or refuses to record the Regulatory Agreement against the Property in the form acceptable to the City on or prior to the date of the Construction Financing Closing, (ii) the Developer attempts to affect a “Transfer” as defined below at any time prior to the recordation of the Regulatory Agreement; or (iii) the Developer fails to admit an investor limited partner into the tax credit limited partnership formed for the Development and/or close on the construction loans for the Development necessary for Developer to commence construction of Development (the admission of such investor limited partner and the closing of such construction loans being collectively referred to herein as the “Construction Financing Closing”) within the time set forth in the AHAA Schedule of Performance for the Construction Financing Closing, as such time may be extended with the City’s consent in accordance with the AHAA. Such time periods may be extended in writing by the City Manager in his or her sole discretion if the City Manager finds that the Developer is diligently pursuing the Development and cooperating with the City in accomplishing all steps required to move forward with the Development in a timely manner. Transfer is defined as (i) directly or indirectly, voluntarily, involuntarily or by operation of law making or attempting any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the improvements located on the Property; or (ii) a transfer of the beneficial interest of more than twenty-five percent (25%) in aggregate of the ownership and /or control of Developer at time of entering into this Agreement, taking all transfers into account on a cumulative basis; provided however, neither the admission of an investor limited partner, nor the transfer by the investor limited partner to subsequent limited partners shall be restricted by this provision. Developer shall give the City thirty (30) days’ written notice prior to any Transfer. The City may exercise the Option by giving written notice to Developer of its exercise of the Option ("Option Notice"). c. Termination. Upon termination of the Option at the end of the Option Term, the City Manager shall sign and deliver in recordable form a termination agreement, quitclaim deed or such other document as may be reasonably required by the Developer to evidence the termination of the Option. The parties acknowledge that the termination agreement, quitclaim deed or other such document must be recorded concurrently with the close of escrow for the Construction Loans.

3. Purchase of the Property.
a. Purchase Price. On the date specified in the Option Notice (which shall not be earlier than thirty (30) days after the date of the Option Notice), the Developer shall sell the Property to the City for the following consideration: (i) the amount that the Developer paid in 57 3
135.064/726654
cash for the purchase of the Property, which is $1.00, excluding closing costs, and (ii) the termination of the AHAA and cancellation of any debt incurred by the Developer to the City in connection with the proposed Development (collectively, “City Loans”), provided that the Developer returns to the City the full amount of any monies disbursed by the City to the Developer under the City Loans minus those monies expended by the Developer relating to the development of the Property as established by the Developer through documentation provided to the City in accordance with general accounting principles. b. Execution of Deed. As soon as practicable, but in no event later than the date specified in the Option Notice for the purchase and sale of the Property, the Developer shall execute a grant deed (the "Deed") conveying to the City the Property and all improvements located on the Property which shall be recorded in the Official Records of the County of Alameda (the "Official Records").
c. Expenses. All city and county documentary transfer tax and conveyance taxes to the extent they are not exempt pursuant to the Revenue and Taxation Code, and recording charges for the Deed (if any) shall be borne by Developer. The cost of the Title Policy (as defined below) shall be borne by the City. All other expenses, fees or costs (except for attorneys' fees and costs) incurred in close of escrow for the purchase and sale of the Property pursuant to this Agreement shall be borne by the City. Each party shall bear its own attorneys' fees and costs.
d. Proration of Taxes. Real property taxes, if any, on the Property shall be prorated as of the date of recordation of the Deed. Mello-Roos and other like assessments on the Property shall be similarly prorated and Developer's share shall be fully paid prior to recordation of the Deed.
e. Title Insurance. Should the City exercise the Option, no later than the time of the recording of the Deed pursuant to subsection (b) above, the City shall cause a title company of the City's choice to issue a CLTA or ALTA policy of title insurance (the "Title Policy") insuring fee title to the Property to be vested in the City, subject only to those encumbrances, conditions, or exceptions acceptable to the City in its reasonable discretion (“Permitted Exceptions”). Permitted Exceptions shall include all encumbrances, conditions and exceptions approved by the City under Section 21 below and/or in its loan policy issued in connection with the City Loan (defined in the AHAA), any regulatory agreements and other deeds of trust or other security instruments securing debt on the Property approved by the City, or any other instruments recording with the prior written approval by the City. Developer shall be responsible for removing from the Property title any encumbrances, conditions, or exceptions other than Permitted Exceptions prior to the closing of the conveyance of the Property to the City.

4. Assignment of Option. Neither the Developer nor City may assign its rights or obligations under this Agreement without the prior written consent of the other party. The City hereby consents to an assignment by Developer that complies with Permitted Transfers as defined in the Regulatory Agreement or an affiliate controlled by Developer. Any assignment of this Agreement not authorized under this section shall be null and void. 58 4
135.064/726654

5. Memorandum of Option. Contemporaneously with the execution of this Agreement, the City and Developer shall execute and acknowledge a Memorandum of Option in the form attached to this Agreement as Exhibit B. The City shall cause the executed and acknowledged Memorandum of Option to be recorded in the Official Records concurrently with the recording of the deed transferring title to the Property from the City to the Developer.

6. Further Documents. Upon the reasonable request of the other party, each party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out the intent and purpose of this Agreement, including escrow instructions.

7. Notices. All notices or other communications made pursuant to this Agreement shall be in writing and shall be deemed properly delivered, given or served to the parties at the following addresses when (a) mailed by certified mail, postage prepaid, return receipt requested; (b) sent by express delivery service, charges prepaid with a delivery receipt; or (c) personally delivered when a delivery receipt is obtained:

City: City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Manager
Developer: Sunflower Grace, L.P.
c/o Satellite Affordable Housing Associates
1835 Alcatraz Avenue
Berkeley, CA 94703
Attention: Chief Executive Officer
All notices so delivered, mailed or sent shall be deemed received as of the date shown on the delivery receipt as the date of delivery or the date delivery was refused. Either party may change its address for the purposes of this paragraph by giving prior written notice of the change to the other party in the manner provided in this paragraph.

8. Binding Effect. This Agreement and its terms and conditions shall be binding upon and inure to the benefit of the parties to this Agreement and their respective permitted successors and assigns.

9. Time. Time is of the essence of this Agreement.

10. Attorneys' Fees. In any action between the City and Developer to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover costs of suit and expenses, including, without limitation, reasonable attorneys' fees.

11. Eminent Domain. Notwithstanding any other provision of this Agreement, if at any time prior to execution and recordation of the Deed, any portion of the Property shall be 59 5
135.064/726654
taken by eminent domain or is the subject of eminent domain proceedings (either threatened in writing or commenced), and regardless of whether the City has exercised the Option, then the City shall have the right to terminate this Agreement upon written notice to Developer, whereupon the parties shall have no further obligations under this Agreement.

12. Exhibits. All exhibits attached to this Agreement and referred to in this Agreement are incorporated into this Agreement by this reference as though they were fully set forth in this Agreement.

13. Captions. The captions of the paragraphs of this Agreement are for convenience and reference only, and the words contained in the captions shall in no way be held to explain, modify, amplify or aid in the interpretations, constructions or meaning of the provisions of this Agreement.

14. Entire Agreement; Counterparts. This Agreement contains the entire agreement between the parties respecting the matters set forth, and supersedes all prior agreements between the parties respecting such matters. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

15. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer to any person, other than the parties and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

16. Waiver. No provision of this Agreement shall be deemed waived by a party unless such waiver is in writing and signed by the party making the waiver. Failure of either party at any time to require performance of any provision of this Agreement shall not limit that party’s right to enforce the provision unless the waiver is made in writing. Waiver of any breach of a provision shall not be a waiver of any succeeding breach of the provision or a waiver of the provisions itself or of any other provision.

17. Authority of Signatories. Each of the parties to this Agreement represents and warrants to the other party that the persons who have executed this Agreement have been authorized to do so by the party on whose behalf the party is signing. All documents to be delivered under this Agreement will be executed by an authorized person. Each party has a good and legal right to enter into this Agreement and to perform all covenants of that party contained in this Agreement.

18. Governing Law. This Agreement shall be governed and constructed in accordance with California law.

19. Amendments. This Agreement may only be amended in writing signed by all parties.
60 6
135.064/726654

20. Brokers. Each party will defend, indemnify, and hold the other party harmless from any claim, loss, or liability made or imposed by any other party claiming a commission or fee in connection with this transaction and arising out of that party’s own conduct.

21. Title Report and Developer’s Representations and Warranties. Prior to entering into this Agreement, Developer shall provide City with a copy of a current title report for the Property (“Title Report”). The City’s entering into this Agreement is subject to its approval of the Title Report and any exceptions shown in the Title Report.

Developer represents and warrants that (a) except for the matters shown in the Title Report, no leases, occupancies, tenancies, or licenses exist that presently affect the Property; (b) to the best of Developer’s knowledge, there are not presently any actions, suits, or proceedings pending or, threatened against or affecting the Property or the interest of Developer in the Property or its use or that would affect Developer’s ability to consummate the transaction contemplated in this Agreement; (c) there are not any outstanding and unpaid arbitration awards or judgments affecting title to any portion of the Property, and Developer shall promptly notify City of any of these matters arising during the term of this Agreement; and (d) to the best of Developer’s knowledge, there are not presently any pending or threatened condemnation, eminent domain, or similar proceedings affecting the Property.

22. Developer’s Conduct During Term of Agreement. During the term of this Agreement, Developer shall comply with the following terms relating to the Property: (a) Developer shall pay for all labor and work performed and all material furnished at Developer’s request or on Developer’s behalf, and there shall be no claim for which a mechanic’s, materialman’s, or similar lien can be claimed by any person or firm against the Property as a result of any act of Developer; (b) Developer shall not affirmatively take any actions constituting waste of the Property, and shall not excavate, mine, or otherwise materially alter the Property; (c) Developer shall not enter into any lease, occupancy, tenancy, or license agreement affecting the Property, without City’s prior written consent; and (d) Developer shall not incur any obligations or liabilities or enter into any transactions that will affect the Property without the prior written consent of City which consent shall not be unreasonably withheld.

23. Developer Indemnity of City. Developer shall indemnify, defend and hold harmless the City, any City agencies, and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively herein, "City") from any and all loss, liability, fines, penalties, forfeitures, costs and damages and from any and all claims, demands and actions in law or equity (including attorneys' fees and litigation expenses) by any person or entity, directly or indirectly arising or alleged to have arisen out of or in any way relating to the Property during the term of this Agreement. This indemnity provision shall survive termination of this Agreement.

24. Remedies for Breach. Each Party shall have the right to exercise all remedies available under law and equity for any breach of this Agreement. 61 7
135.064/726654
IN WITNESS WHEREOF, the City and Developer have executed this Agreement as of the date first written above.

DEVELOPER:

SUNFLOWER GRACE, L.P.,
a California limited partnership
By: Sunflower Grace MGP LLC,
a California limited liability company,
its Managing General Partner

By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its member/manager

By:

Susan Friedland,
Chief Executive Officer

By: Sunflower Grace AGP LLC,
a California limited liability company,
its Administrative General Partner

By: Sunflower Hill,
a California nonprofit public benefit corporation,
its member/manager

By: _________________________
Susan M. Houghton
President – Board of Directors

62 8
135.064/726654
CITY:

CITY OF DUBLIN
By: _______________________________
Colleen Tribby, City Manager
ATTEST:

By: _______________________________
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _______________________________
John Bakker, City Attorney
63 B-1

EXHIBIT A
Property Description
Real property situate in the City of Dublin, County of Alameda, State of California, described as follows:

Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County.

Containing 81,893 square feet of land area, more or less.

APN: 985-0051-006-00
64 B-2

EXHIBIT B

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Clerk
_____________________________________________________________________________

MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION AGREEMENT ("Memorandum of Option") is entered into as of ______________, by and between the City of Dublin, a municipal corporation ("City"), and Sunflower Grace, L.P., a California limited partnership ("Developer").

Developer and City have entered into that certain Option Agreement, dated concurrently herewith (the "Option Agreement"), in which the Developer has granted to the City the option (the "Option") to purchase certain real property owned by the Developer situated in the City of Dublin, County of Alameda, State of California, described in the attached Exhibit A (the "Property").

By the execution and recording of this Memorandum of Option, the Developer and the City desire to give notice to the public of the Option Agreement. The names of the Developer and the City are as set forth in the first paragraph of this Memorandum. The Property covered by this Memorandum of Option is as set forth in the first paragraph of this Memorandum. The terms of the Option and rights and obligations of the parties are set forth in full in the Option Agreement, the provisions of which are incorporated in this Memorandum by this reference as if set out in full. Nothing in this Memorandum shall constitute or be construed as constituting an agreement, revision, or modification to the Option Agreement or the respective rights or obligations of the parties under the Option Agreement.

This Memorandum of Option may be executed simultaneously or in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.
65 B-3
IN WITNESS WHEREOF, this Memorandum of Option has been duly executed as of the day and year first above written.

DEVELOPER:

SUNFLOWER GRACE, L.P.,
a California limited partnership
By: Sunflower Grace MGP LLC,
a California limited liability company,
its Managing General Partner

By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its member/manager

By:

Susan Friedland,
Chief Executive Officer

By: Sunflower Grace AGP LLC,
a California limited liability company,
its Administrative General Partner

By: Sunflower Hill,
a California nonprofit public benefit corporation,
its member/manager

By: _________________________
Susan M. Houghton,
President – Board of Directors
66 B-4
CITY:

CITY OF DUBLIN
By: _______________________________
Colleen Tribby, City Manager
ATTEST:

By: _______________________________
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _______________________________
John Bakker, City Attorney
67 B-5
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

State of California )
) ss.

County of _____________ )
On_____________________, 20____ before me, _____________________, a Notary Public, in and for said State and County, personally appeared _______________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________

NOTARY PUBLIC
68 B-6
Exhibit A
Property Description
Real property situate in the City of Dublin, County of Alameda, State of California, described as follows:

Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County.

Containing 81,893 square feet of land area, more or less.

APN: 985-0051-006-00
69 B-7
70 1
135.064/723493

LEASE OF CITY REAL PROPERTY

AT BRANNIGAN STREET AND DUBLIN BOULEVARD, DUBLIN, CA
This Lease of City Real Property (“Lease”) at Brannigan Street and Dublin Boulevard (APN 985- 0051-006-00), Dublin, dated October 6, 2026, is by and between the City of Dublin, a municipal corporation of the State of California, hereafter called “Lessor,” and Sunflower Grace, L.P., a California limited partnership, hereafter called “Lessee”, collectively referred to as “the Parties”.

RECITALS
A. WHEREAS, Lessor is the owner in fee of all that certain property described in Exhibit “A”, attached hereto and incorporated herein by this reference, along with any improvements located thereon, hereafter referred to as “Property”; and
B. WHEREAS, the Lessor and Lessee entered into (i) that certain Affordable Housing Assistance Agreement with respect to the Property, dated as of November 5, 2024, and amended by the First Amendment to Affordable Housing Assistance Agreement dated as of October 6, 2026 (as amended, the “AHAA”); and (ii) that certain Purchase and Sale Agreement and Joint Escrow Instructions dated _______________, 202__, whereby the City agreed to sell the Property to Lessee (“Purchase Agreement”); and
C. WHEREAS, Lessee has requested a short-term lease for the Property prior to the closing of the sale of the Property pursuant to the Purchase Agreement (the “Closing”).

NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and conditions herein contained, the Parties agree as follows:

1. Lease of Property. Lessor hereby leases to Lessee the Property, including any improvements located thereon.

2. Term of Lease. The term of this Lease shall commence on the date hereof and shall expire on the earlier of (i) termination of the Purchase Agreement if the Purchase Agreement is terminated before the Closing; or (ii) the date of the Closing (“Term”). At the end of the term the Parties may mutually agree to extend the term on a month-to-month basis for a period of one (1) year. The Parties may also mutually agree to an early termination.

3. Condition of Property. Lessee is fully aware of the existing condition of the Property and accepts the Property in its existing condition.

4. Rent. Rent shall be $1.00 per month paid twelve months at a time, in advance, on or before the anniversary of the date of this Lease, until the end of the Term of this Lease and any extensions herein.

5. Use of Property. The Property shall only be used for purposes consistent with the zoning for the Property. Additionally, Lessee is required to maintain the Property in accordance with Section 13 below and keep the Property secured at all times.

Attachment 4
Exhibit C to Resolution
71 2
135.064/723493

6. Assignment and Sublease. Lessee shall not assign this Lease or any interest therein, nor let or sublet the whole or any part of the Property without the express written consent of Lessor which Lessor may grant in its sole discretion, except Lessee shall be permitted to assign this Agreement to any assignee which is permitted or has been approved pursuant to the Purchase Agreement, provided Lessee provides written notice of such assignment to Lessor at least thirty (30) days prior to the effective date of such assignment and a fully executed copy of any assignment documents.

7. Expiration. Upon the expiration of the Term of this Lease, or of any extension, Lessee shall quit and surrender the Property in as good state and condition, reasonable wear and tear excepted, as its condition at the commencement of said Term.

8. Compliance with All Laws. Lessee, at its sole cost, shall comply with all applicable lawful requirements, policies, statutes and ordinances with respect to the use of the Property.

9. Utilities. Lessee shall pay all charges for utilities and other services upon the Property, including but not limited to gas, electricity, sewer, water and garbage charges.

10. Indemnification and Hold Harmless. Lessee shall defend, indemnify and hold harmless Lessor, its officers, agents, and employees against any liability, claim or loss for damage to any property or injury to or death of any person or persons arising from or connected to the Property during the Term of this Lease, except to the extent such liability claim or loss is attributable to the gross negligence or willful misconduct of Lessor, its officers, agents, or employees. Without limitation, Lessee’s indemnification obligations hereunder shall apply to any relocation benefits to which any of Lessee’s subtenants may be entitled.

11. Hazardous Materials.

A. Hazardous materials are those substances listed in Division 4, Chapter 30, Article 9 of Title 22, California Code of Regulations, or those which meet the toxicity, reactivity, corrosiveness or flammability criteria of Article 11 of the above Code, as well as any other substance which poses a hazard to health or environment.

B. Except as otherwise permitted in the Lease, Lessee shall not use, create, store or allow any such substances on the Property. Fuel stored in a motor vehicle for the exclusive use in such vehicle is excepted.

C. In no case shall Lessee cause or allow the deposit or disposal of any such substance on the Property.

D. However, household products necessary for routine cleaning and maintenance of the Property may be kept on the Property in quantities reasonable for current needs.

E. Lessor, or its agents or contractors, shall at all times have the right, upon reasonable notice, to go upon and inspect the Property and the operations conducted thereon to assure compliance with the requirements herein stated. This inspection may include taking samples of substances and materials present for testing, and/or testing soils or underground tanks on the Property. 72 3
135.064/723493
F. Breach of any of these covenants, terms and conditions shall give Lessor authority to immediately terminate this Lease. It is the intent of the parties hereto that the Lessee shall be responsible for and bear the entire cost of removal and disposal of hazardous materials or waste introduced to the Property during the term of this Lease. The Lessee shall also be responsible for any cleanup and decontamination on or off the Property necessitated by such materials or waste.

G. Lessee shall further indemnify, defend, and hold Lessor and its officers or employees, harmless from any and all responsibility, loss, damage, liability and expenses (including reasonable attorneys’ fees) resulting from the presence or use of hazardous materials on the Property during the Lessee's periods of use and possession.

12. CASp Compliance. Pursuant to California Civil Code section 1938, Lessor hereby notifies Lessee that as of the date of this Lease, there are no buildings located on the Property that have undergone inspection by a “Certified Access Specialist” (“CASp”) to determine whether each building meets all applicable construction-related accessibility standards under California Civil Code section

55.53. Lessor hereby discloses pursuant to California Civil Code section 1938 as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the Lessee from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the Lessee, if requested by the Lessee. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of constructionrelated accessibility standards within the premises.” Lessor and Lessee hereby acknowledge and agree that in the event that Lessee elects to perform a CASp inspection of any building hereunder (the “Inspection”), such Inspection shall be (a) performed at Lessee’s sole cost and expense, (b) limited to the building and (c) performed by a CASp who has been approved or designated by Lessor prior to the Inspection. Any Inspection must be performed at a time reasonably approved by Lessor. Lessor reserves the right to be present during the Inspection. Lessee agrees to: (i) promptly provide to Lessor a copy of the report or certification prepared by the CASp inspector upon request (the “Report”). Lessee shall be solely responsible for the cost of modifications or improvements required to comply with all applicable accessibility standards under state or federal Regulations, as well as any other repairs, upgrades, improvements, modifications or alterations required by the Report or that may be otherwise required to comply with applicable Regulations or accessibility requirements (the “Access Improvements”) to the building necessary to correct any such violations of construction-related accessibility standards identified by such Inspection as required by Regulations, which Access Improvements may, at Lessor’s option, be performed in whole or in part by Lessor at Lessee’s expense, payable as Additional Rent within ten (10) days following Lessor’s demand.

13. Maintenance and Repairs. Lessee shall be responsible for securing the Property to protect the Property from trespassers, which may include installing security fencing around the perimeter of the Property and taking other appropriate security measures as needed to secure the Property. Lessee shall also keep the Property free of all debris and waste and shall conduct any weed abatement or other maintenance necessary to keep the Property in a neat and well-maintained manner. Lessor shall not maintain any part of the Property or the improvements located thereupon. 73 4
135.064/723493

14. Taxes. Pursuant to Revenue & Taxation Code Section 107.6, Lessor hereby advises Lessee that the leasehold interest in the Property conveyed to Lessee by this Lease is subject to property taxation, and that it is Lessee’s obligation under this Lease to pay or cause to be paid all of such property taxes levied on Lessee’s interests in the Property. Lessee acknowledges that it understands that property taxes may be levied on the Property despite the Lessor’s ownership of fee title to the Property and any exemptions Lessor is entitled to and receives as a result of public entity ownership of the Property.

Lessee shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed against the Property, including but not limited to possessory interest taxes and taxes on any of Lessee's personal property installed or located in or on the Property, that become payable during the term of this Lease. On demand by Lessor, Lessee shall furnish Lessor with satisfactory evidence of these payments.

15. Insurance. As a condition precedent to this Lease, Lessee shall provide evidence of insurance in accordance with the insurance requirements shown in Exhibit “B” and incorporated herein by reference. Lessee shall maintain these insurance requirements throughout the lease term and name Lessor as additional insured on its insurance policies.

16. Alterations, Additions and Improvements.

A. Lessee shall not undertake any demolition, building, construction, reconstruction or development on the Property without submitting to Lessor a plan and receiving Lessor's approval thereof. Any such approved alterations, additions or improvements shall be made solely at the cost of Lessee and shall not be made until Lessee has obtained any and all necessary permits and approvals.

B. Lessee shall keep the Property free and clear of any and all liens or encumbrances. Lessor shall have the right to post and keep posted in a conspicuous place on the Property a notice of non-responsibility during the period of time during which any alterations, additions or improvements may be made by Lessee.

17. Waiver. No waiver by either party at any time of any of the terms, conditions or covenants of this Agreement shall be deemed as a waiver at any time thereafter of the same or of any other term, condition or covenant herein contained, nor of the strict and prompt performance thereof.

No delay, failure or omission of Lessor to reenter the Property or to exercise any right, power or privilege or option arising from any breach shall impair any such rights, power, privilege or option or be construed as a waiver of such breach or a relinquishment of any right or acquiescence therein.

18. Default. Should Lessee default at any time in the payment of any installment of rent, or of any other charges when the same become due, or should Lessee default in the performance of any covenant or agreement or condition hereunder, including the use of the Property, and fail to cure the default after thirty (30) days' written notice of such default by Lessor to Lessee, Lessor shall have the right to terminate this Lease forthwith. In the event of such termination, Lessee shall quit and surrender the Property to Lessor and Lessor shall have the right of immediate reentry. The right to terminate this Lease shall be in addition to the other rights or remedies of Lessor in the event of a default.

Notwithstanding the foregoing, if a Lessee default is incapable of being cured within thirty (30) days after receipt of notice of such default, then Lessor shall refrain from exercising any rights or remedies on account of such default provided that Lessee commences to cure such default within such 30-day period and diligently pursues such cure to completion.
74 5
135.064/723493

19. Binding on Successors. The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto.

20. Severability. If any section, paragraph, sentence, clause, phrase, or portion of this Lease is invalid or shal1 be held to be invalid, such invalidity shall not affect the validity of the balance of the Lease.

21. Notice. Any notices herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and either personally delivered to the other party or deposited in the United States mail, postage prepaid and addressed as follows:

To Lessee: Sunflower Grace, L.P.
c/o Satellite Affordable Housing Associates
1835 Alcatraz Avenue
Berkeley, CA 94703
Attention: Chief Executive Officer
with a copy to:

Gubb & Barshay LLP
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attn: Erica Williams Orcharton
To Lessor: City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Manager

22. Destruction of Property. In the event the Property is totally or partially destroyed, rendering the Property totally or partially inaccessible or unusable, either party may terminate this Lease by giving written notice of such termination to the other party.

23. Taking by Eminent Domain. If, during the term of this Lease there is any taking of all or any part of the Property or any interest in this Lease by condemnation, the rights and obligations of the parties shall be determined pursuant to this paragraph. If the Property is totally taken by condemnation, this Lease shall terminate on the date of taking. If any portion of the Property is taken by condemnation, the lease terminates as to the part taken and remains in effect as to the remainder. The terms of this Lease shall remain in effect, including a pro rata percentage of the rent commensurate with the percentage of the remainder, as to the remainder unless Lessee shall give written notice of termination to Lessor within thirty (30) days of the date of taking. In the event of either a total or partial taking by condemnation, Lessor shall be entitled to all compensation paid as a result of the taking, whether by 75 6
135.064/723493
negotiated settlement or judgment entered by a court, and Lessee shall have no claim to or interest in any of the proceeds of such eminent domain action.

24. Memorandum of Lease. A short form Memorandum of Lease referring to this Lease, substantially in the form attached hereto as Exhibit “C”, shall be executed by Lessor and Lessee and recorded in the Official Records of the County of Alameda, California.

25. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles.

Proper venue for legal actions will be exclusively vested in a state court in the County of Alameda. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Alameda and waive all venue objections.

26. Integrated Agreement; Amendment. This document represents the entire and integrated agreement between Lessor and Lessee and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument signed by both Lessor and Lessee.

27. Electronic Execution and Counterparts. The Parties agree that this Lease may be signed electronically and may be executed in counterparts. [SIGNATURES ON NEXT PAGE]
76 7
135.064/723493
LESSOR:

CITY OF DUBLIN,
a California municipal corporation
By: _______________________________
Colleen Tribby, City Manager
ATTEST:

By: _______________________________
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _______________________________
John Bakker, City Attorney
77 8
135.064/723493
LESSEE:

SUNFLOWER GRACE, L.P.,
a California limited partnership
By: Sunflower Grace MGP LLC,
a California limited liability company,
its Managing General Partner
By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its member/manager
By:

Susan Friedland,
Chief Executive Officer
By: Sunflower Grace AGP LLC,
a California limited liability company,
its Administrative General Partner
By: Sunflower Hill,
a California nonprofit public benefit corporation,
its member/manager
By: _________________________
Susan M. Houghton
President – Board of Directors
78 Exhibit A
Legal Description of the Property
Real property situate in the City of Dublin, County of Alameda, State of California, described as follows:

Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County.

Containing 81,893 square feet of land area, more or less.

APN: 985-0051-006-00
79 80
Exhibit B

INSURANCE REQUIREMENTS FOR LESSEE
Lessee shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Lessee, its agents, representatives, or employees.

Minimum Scope and Limits of Insurance Lessee shall maintain limits no less than:

1. Commercial General Liability: $2,000,000 per occurrence and $3,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form CG 0001 or equivalent is required.

2. Workers' Compensation: Statutory Limits Employer's Liability: $1,000,000 per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared and approved by the City of Dublin.

The lessee shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.

Other Insurance Provisions
The general liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City of Dublin, its officials, employees, agents and volunteers are to be covered as additional insureds with respects to liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; Property owned, occupied or used by the Lessee; or automobiles owned, leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Dublin, its officers, employees, agents or volunteers.

2. For any claims related to this project, the Lessee's insurance shall be primary. Any insurance or self-insurance maintained by the City of Dublin, its officers, officials, employees, agents and volunteers shall be excess of the Lessee's insurance and shall not contribute with it.

3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Dublin, its officers, officials, employees, agents or volunteers.

4. The Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Dublin.
81 Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City of Dublin.

Verification of Coverage
Lessee shall furnish the City of Dublin with an original Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City of Dublin prior to commencement of lease.
82 EXHIBIT C

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Dublin
100 Civic Plaza
Dublin, CA 94568
Attention: City Clerk
Exempt From Recording Fee Pursuant to Government Code Sections 6103 and 27383

MEMORANDUM OF LEASE
This Memorandum of Lease (“Memorandum”) is hereby entered into as of ________________, 2026 by and between the City of Dublin, a municipal corporation of the State of California, hereafter called “Lessor,” and Sunflower Grace, L.P., a California limited partnership, hereafter called “Lessee”.

RECITALS
A. Lessor and Lessee have entered into a “Lease of City Real Property” dated concurrently herewith for those certain parcels of real property which are legally described in Exhibit A attached hereto and incorporated herein by reference (the “Property”). A copy of the Lease of City Real Property is available for public inspection at Lessor’s office at 100 Civic Plaza, Dublin, California.

B. The Lease of City Real Property provides that a short form memorandum of the Lease of City Real Property shall be executed and recorded in the Official Records of Alameda County, California.

NOW, THEREFORE, the parties hereto certify as follows:

Lessor, pursuant to the Lease of City Real Property, hereby leases the Property to the Lessee upon the terms and conditions provided for therein. This Memorandum of Lease is not a complete summary of the Lease of City Real Property, and shall not be used to interpret the provisions of the Lease of City Real Property.
83 LESSOR:

CITY OF DUBLIN,
a California municipal corporation
By: _______________________________
Colleen Tribby, City Manager
ATTEST:

By: _______________________________
Marsha Moore, City Clerk
APPROVED AS TO FORM:

By: _______________________________
John Bakker, City Attorney
84 LESSEE:

SUNFLOWER GRACE, L.P.,
a California limited partnership
By: Sunflower Grace MGP LLC,
a California limited liability company,
its Managing General Partner

By: Satellite Affordable Housing Associates,
a California nonprofit public benefit corporation,
its member/manager

By:

Susan Friedland,
Chief Executive Officer

By: Sunflower Grace AGP LLC,
a California limited liability company,
its Administrative General Partner

By: Sunflower Hill,
a California nonprofit public benefit corporation,
its member/manager

By: _________________________
Susan M. Houghton
President – Board of Directors
85 Exhibit A to Memorandum of Lease

EXHIBIT A TO MEMORANDUM OF LEASE

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

Being all of Parcel MM as shown on the Map of Tract Map 8449 entitled “The DC Dublin Centre PA-2 North For Condominium Purposes, filed on December 4, 2025 in Book 375 of Maps, at Pages 55 through 67, under series no. 2025-153000 Official Records of Alameda County.

Containing 81,893 square feet of land area, more or less.

APN: 985-0051-006-00
86 Exhibit A to Memorandum of Lease
87 State of California )
)
County of )
On , before me, , Notary Public,
(here insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
88 State of California )
)
County of )
On , before me, , Notary Public,
(here insert name and title of the officer)
personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
89 Agenda Item 5.4

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services
Prepared by: Amy Million, Community Development Director EXECUTIVE SUMMARY:

The City Council will consider approving an amendment to the agreement with Civica Law Group, APC for special counsel legal services related to code enforcement activities.

STAFF RECOMMENDATION:

Adopt the Resolution Approving the Fourth Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services.

FINANCIAL IMPACT:

The costs associated with enforcing the Dublin Municipal Code are borne by the General Fund, although the City may recover certain enforcement costs from responsible parties. The proposed contract amendment would establish a contract amount of $310,000 for the period of July 1, 2026 to June 30, 2028. Sufficient funds were included in the Fiscal Year 2026-27 Budget to accommodate the proposed increase.

DESCRIPTION:

Background
The City utilizes consultants, including legal counsel, on an as-needed basis to assist Staff with specific areas of technical expertise. The City has an existing agreement with Civica Law Group, APC to provide special legal counsel, representation, and assistance with code enforcement matters. While the agreement is currently in effect, the compensation under the agreement has a not-to-exceed limit of $800,000 through June 30, 2026. Because of litigation related to ongoing code enforcement activity, Staff is proposing to allocate an additional amount of $310,000 through June 30, 2028.
90

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Approving the Fourth Amendment to the Agreement with Civica Law Group, APC for Special Counsel Legal Services
2) Exhibit A to the Resolution – Fourth Amendment to the Agreement Between Civica Law Group, APC and the City of Dublin for Special Counsel Legal Services 3) Original Agreement with Civica Law Group, APC for Special Counsel Legal Services, and First, Second, and Third Amendments
91 Attachment 1
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 1 of 1 RESOLUTION NO. XX – 26

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING THE FOURTH AMENDMENT TO THE AGREEMENT WITH CIVICA LAW GROUP, APC

FOR SPECIAL COUNSEL LEGAL SERVICES
WHEREAS, the City of Dublin has an existing agreement with Civica Law Group, APC for special counsel legal services, representation, and assistance related to code enforcement matters; and WHEREAS, the City has a continued need for special counsel legal services that exceeds the current contract limit due to active code enforcement activity; and WHEREAS, the current contract has a not-to-exceed amount of $800,000 for the period of July 1, 2024 to June 30, 2026; and
WHEREAS, the Fourth Amendment to the agreement establishes a not-to-exceed amount of $310,000 for the period of July 1, 2026 to June 30, 2028.

NOW, THEREFORE, BE IT RESOLVED that the Dublin City Council does hereby approve the Fourth Amendment to the agreement with Civica Law Group, APC, attached hereto as Exhibit A (the “Fourth Amendment”).

BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Fourth Amendment and make any necessary, non-substantive changes to carry out the intent of this Resolution.

PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin, on this 6 th
day of October, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
92

FOURTH AMENDMENT TO AGREEMENT BETWEEN CIVICA LAW GROUP,

APC AND THE CITY OF DUBLIN

FOR SPECIAL COUNSEL LEGAL SERVICES

1. PARTIES AND DATE.

This Fourth Amendment to the agreement for services (“Amendment”) by and between the CITY OF DUBLIN (“City”), and CIVICA LAW GROUP, APC, a California Professional Corporation engaged in the practice of law in the State of California (“Law Firm”) is entered into as of October 6, 2026. Law Firm and the City are sometimes individually referred to herein as “Party” and collectively as “Parties.” In consideration of the mutual promises set forth herein, the parties agree to the terms of this Agreement as set forth herein.

2. RECITALS.

2.1 The City and Law Firm entered into an Agreement on March 1, 2023 (“Agreement”), whereby, Law Firm agreed to provide legal services to the City.

2.2 The City and Law Firm amended the Agreement on August 15, 2023, to increase the contract limit.

2.3 The City and Law Firm amended the Agreement on May 21, 2024, to increase the contract limit.

2.4 The City and Law Firm amended the Agreement on July 1, 2025, to increase the contract limit.

2.5 The City and Law Firm now desire to amend the Agreement to increase the contract limit.

3. TERMS.

3.1 Contract Changes. The Agreement is amended as provided herein. a. Section 3.3 is hereby amended in its entirety to read as follows: For all legal services provided in this Agreement, the City will compensate Law Firm at the blended rate of $325 per hour for attorney representation and $199 per hour for paralegals and law clerks, which fees shall increase by up to five percent on January 1 of each year, rounded up to the nearest dollar, to offset rising costs. The attorney’s fees to Law Firm beginning July 1, 2026, through June 30, 2028, shall not exceed $310,000 without approval of the City.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement and and all previous amendments shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Fourth Amendment to the Agreement. Said Agreement is and remains an effective, valid and binding obligation. [Signatures on following page.]
Attachment 2
Exhibit A to the Resolution
93

CITY OF DUBLIN,
a Municipal Corporation
By:

Colleen Tribby
City Manager
Approved as to form:

REDWOOD PUBLIC LAW, LLP
a Professional Corporation
By:

John Bakker, Esq.

City Attorney

CIVICA LAW GROUP, APC
By:

Matthew Silver, Esq.

Managing Partner
94 Attachment 3
95 96
97 98
99 100
101

SECOND AMENDMENT TO AGREEMENT BETWEEN CIVICA LAW GROUP, APC

AND THE CITY OF DUBLIN

FOR SPECIAL COUNSEL LEGAL SERVICES

1. PARTIES AND DATE.

This Second Amendment to the agreement for services (“Amendment”) by and between the CITY OF DUBLIN (“City”), and CIVICA LAW GROUP, APC, a California Professional Corporation engaged in the practice of law in the State of California (“Law Firm”) is entered into as of May 21, 2024. Law Firm and the City are sometimes individually referred to herein as “Party” and collectively as “Parties.” In consideration of the mutual promises set forth herein, the parties agree to the terms of this Agreement as set forth herein.

2. RECITALS.

2.1 The City and Law Firm entered into an Agreement on March 1, 2023 (“Agreement”), whereby, Law Firm agreed to provide legal services to the City.

2.2 The City and Law Firm amended the Agreement on August 15, 2023 increase the contract limit.

2.3 The City and Law Firm now desire to amend the Agreement to provide for a contract limit for a two year contract period.

3. TERMS.

3.1 Contract Changes. The Agreement is amended as provided herein. a. Section 3.3 is hereby amended in its entirety to read as follows: For all legal services provided in this Agreement, the City will compensate Law Firm at the blended rate of $294 per hour for attorney representation and $180 per hour for paralegals and law clerks, which fees shall increase by up to five percent on January 1 of each year, rounded up to the nearest dollar, to offset rising costs. The attorney’s fees to Law Firm for fiscal year 2023-2024 shall be increased by $20,000 to a total of $205,000, and beginning July 1, 2024 through June 30, 2026, shall not exceed $400,000 without approval of the City.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement and First Amendment shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Second Amendment to the Agreement. Said Agreement is and remains an effective, valid and binding obligation. [Signatures on following page.]
DocuSign Envelope ID: DB763568-660A-46D1-A505-043AD730BF18 102

CITY OF DUBLIN,
a Municipal Corporation
By: ____________________________
Linda Smith
City Manager
Approved as to form:

REDWOOD PUBLIC LAW, LLP
a Professional Corporation
By: ____________________________
John Bakker, Esq.

City Attorney

CIVICA LAW GROUP, APC
By: ____________________________
Matthew Silver, Esq.

Managing Partner
DocuSign Envelope ID: DB763568-660A-46D1-A505-043AD730BF18 103

THIRD AMENDMENT TO AGREEMENT BETWEEN CIVICA LAW GROUP, APC

AND THE CITY OF DUBLIN

FOR SPECIAL COUNSEL LEGAL SERVICES

1. PARTIES AND DATE.

This Third Amendment to the agreement for services (“Amendment”) by and between the CITY OF DUBLIN (“City”), and CIVICA LAW GROUP, APC, a California Professional Corporation engaged in the practice of law in the State of California (“Law Firm”) is entered into as of July 1, 2025. Law Firm and the City are sometimes individually referred to herein as “Party” and collectively as “Parties.” In consideration of the mutual promises set forth herein, the parties agree to the terms of this Agreement as set forth herein.

2. RECITALS.

2.1 The City and Law Firm entered into an Agreement on March 1, 2023 (“Agreement”), whereby, Law Firm agreed to provide legal services to the City.

2.2 The City and Law Firm amended the Agreement on August 15, 2023, to increase the contract limit.

2.3 The City and Law Firm amended the Agreement on May 21, 2024, to increase the contract limit.

2.4 The City and Law Firm now desire to amend the Agreement to increase the contract limit.

3. TERMS.

3.1 Contract Changes. The Agreement is amended as provided herein. a. Section 3.3 is hereby amended in its entirety to read as follows: For all legal services provided in this Agreement, the City will compensate Law Firm at the blended rate of $309 per hour for attorney representation and $189 per hour for paralegals and law clerks, which fees shall increase by up to five percent on January 1 of each year, rounded up to the nearest dollar, to offset rising costs. The attorney’s fees to Law Firm beginning July 1, 2024, through June 30, 2026, shall not exceed $800,000 without approval of the City.

3.2 Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement and First Amendment shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Second Amendment to the Agreement. Said Agreement is and remains an effective, valid and binding obligation.
104

[Signatures on following page.]

CITY OF DUBLIN,
a Municipal Corporation
By: ____________________________
Colleen Tribby
City Manager
Approved as to form:

REDWOOD PUBLIC LAW, LLP
a Professional Corporation
By: ____________________________
John Bakker, Esq.

City Attorney

CIVICA LAW GROUP, APC
By: ____________________________
Matthew Silver, Esq.

Managing Partner
105
Agenda Item 5.5

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Amend the Dublin Municipal Code Pertaining to the City’s Conflict of Interest Code
Prepared by: Sarah Monnastes, Human Resources Director and Marsha Moore, City Clerk
EXECUTIVE SUMMARY:

At the June 16, 2026 City Council meeting, the City Council directed Staff to review the City’s Conflict of Interest Code and determine if it needs to be updated. Staff conducted a review of the Code and determined that several positions should be added and several position titles should be revised. The City Council will consider adopting an ordinance to update the list of designated positions that must file a Statement of Economic Interests (Form 700). The ordinance was introduced on September 15, 2026 with an amendment to remove the Human Services Commission and is now ready for adoption.

STAFF RECOMMENDATION:

Waive the reading and adopt the Ordinance Amending Chapter 2.24.020 of the Dublin Municipal Code Relating to the City’s Conflict of Interest Code.

FINANCIAL IMPACT:

None.

DESCRIPTION:

The Political Reform Act prohibits a public official from using their official position to influence a governmental decision in which they have a financial interest. The City must maintain a Conflict of Interest Code that identifies all officials and employees who make governmental decisions based on the positions they hold. The individuals identified in the Conflict of Interest Code must publicly disclose their designated financial interests by filing a Statement of Economic Interests (Form 700).
106

The City’s Conflict of Interest Code, Chapter 2.24 of the Dublin Municipal Code, identifies all positions within the City that participate in the making of governmental decisions. These designated positions are required to disclose certain financial interests under state law. A local agency’s conflict of interest code is not applicable to mayors, city councilmembers, planning commissioners, city managers, or city attorneys, as Government Code Section 87200 requires full Form 700 disclosure for individuals holding these positions.

On June 16, 2026, the City Council directed Staff to review the City’s Conflict of Interest Code and determine if it needs to be updated. Additionally, the Political Reform Act requires the City to biennially review and determine whether amendments to the Code are required (Gov. Code § 87306.5). The last biennial revision to the City’s Code was approved on October 1, 2024.

The City Council is the code reviewing body for City agencies. Pursuant to Government Code Section 87306.5, City departments must determine whether amendments to the Code are necessary and notify the City Council if such amendments are required (Gov. Code §§ 82011(c), 87306.5).

Staff completed a thorough review of the Conflict of Interest Code, the job specifications for all City employment positions, as well as the Fair Political Practices Commission (FPPC) regulations governing the update process. Based on this review, Staff recommends the following changes to Chapter 2.24.020 of the Conflict of Interest Code entitled “Designated Positions”:

1. Add two City positions determined by Staff to “make or participate in the making of governmental decisions.” These positions (and accompanying disclosure categories) are:
 Environmental Technician (disclosure category 1).
 Senior Digital Engagement Specialist (disclosure category 1).

2. Revise the title of seven City positions already designated in the Code. Those positions, and accompanying disclosure categories and revisions, are:
 Communications Manager (disclosure category 1). Revised to Community Engagement Manager (disclosure category 1).
 Environmental Coordinator (disclosure category 1). Revised to Environmental Specialist (disclosure category 1).
 Finance Analyst (disclosure category 1). Revised to Financial Analyst (disclosure category 1).
 Information Services Manager (disclosure category 3). Revised to Information Systems Manager (disclosure category 3).
 Public Works Director/Assistant City Engineer (disclosure category 1). Revised to Public Works Director (disclosure category 1).
 Public Works Manager (disclosure category 1). Revised to Public Works Maintenance Manager (disclosure category 1).
 Public Works Transportation and Operations Manager (disclosure category 1). 107

Revised to Transportation and Operations Manager (disclosure category 1).

On September 15, 2026, the City Council introduced an ordinance amending the Conflict of Interest Code. As part of that deliberation, the City Council also directed Staff to modify the Ordinance to remove the Human Services Commission, consistent with City Council actions that same night to consolidate the Human Services Commission with the Parks and Community Services Commission. The City Council will now consider adopting the Ordinance amending the Conflict of Interest Code consistent with the changes described above.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Ordinance Amending Chapter 2.24.020 of the Dublin Municipal Code Relating to the City’s Conflict of Interest Code
108
Attachment 1
Ord. No. XX-26, Item X.X, Adopted XX/XX/26 Page 1 of 4
ORDINANCE NO. XX – 26

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF DUBLIN
AMENDING CHAPTER 2.24.020 OF THE DUBLIN MUNICIPAL CODE RELATING TO THE CITY’S CONFLICT OF INTEREST CODE
WHEREAS, the Political Reform Act codified at Government Code Section 81000 et seq., requires every local government agency to review its Conflict of Interest Code biennially to determine whether amendments to the Code are required; and WHEREAS, following review of the Conflict of Interest Code, it was determined that the amendments contained in this Ordinance were appropriate.

NOW, THEREFORE, The City Council of the City of Dublin does ordain as follows:

Section 1. Chapter 2.24.020 is amended to read as follows:

For local officials specified in Government Code Section 87200 (including the Mayor, City Councilmembers, Planning Commissioners, City Manager, and City Attorney), no disclosure is required by this Conflict of Interest Code as full disclosure is required by Government Code Section 87200 et seq.

The positions listed in this section are designated positions, and this section is hereby deemed the Appendix referenced in the provisions incorporated by Section 2.24.015. Officers and employees holding those positions are designated public officials, and are deemed to make, or participate in the making of, decisions which may foreseeably have a material financial effect on a financial interest of the designated public official. Each designated public official shall file an annual statement disclosing that public official’s interests as required by the disclosure category applicable to that public official.

Designated Position Disclosure
Category
Accounting Manager 3
Assistant City Attorney 1
Assistant City Manager 1
Assistant to the City Manager 1
Assistant Director of Community Development 1
Assistant Director of Parks and Community
Services
1 Assistant Public Works Director/City Engineer 1
Associate Civil Engineer 1
109
Ord. No. XX-26, Item X.X, Adopted XX/XX/26 Page 2 of 4
Designated Position Disclosure
Category
Capital Improvement Program (CIP) Manager 1
Chief Building Official 1
Chief Information Security Officer 1
City Clerk 3
Code Enforcement Officer 1
Community Engagement Manager 1
Community Development Director 1
“Consultant”* as defined in FPPC Reg. sect.
18700.3
1 Deputy City Clerk 3
Deputy City Manager 3
Economic Development Director 1
Economic Development Manager 1
Environmental Specialist 1
Environmental Technician 1
Environmental Sustainability Manager 1
Finance Director 3
Financial Analyst 1
Housing Specialist 1
Human Resources Director 3
Human Resources Manager 3
Information Systems Manager 3
Management Analyst II 3
Parks and Community Services Director 1
Parks and Community Services Manager 3
Plan Check Engineer 1
Planning Manager 1
110
Ord. No. XX-26, Item X.X, Adopted XX/XX/26 Page 3 of 4
Designated Position Disclosure
Category
Principal Engineer 1
Principal Planner 1
Public Works Director 1
Public Works Maintenance Manager 1
Transportation and Operations Manager 1
Recreation Supervisor 2, 3
Senior Civil Engineer 1
Senior Code Enforcement Officer 1
Senior Digital Engagement Specialist 1
Senior Management Analyst 3
Senior Planner 1
Special Projects Manager 1
Senior Public Works Inspector 1
Designated Boards and Commissions Disclosure
Category
Heritage and Cultural Arts Commission 1
Parks and Community Services Commission 1
* Consultants/new positions shall be included in the list of designated employees and shall disclose pursuant to the terms of the Disclosure Category 1, subject to the following limitation:

The City Manager may determine in writing that a particular consultant or new position, although a “designated position,” is hired to perform a range of duties that is limited in scope and thus is not required to fully comply with the disclosure requirements in this chapter. Such a written determination shall include a description of the consultant’s or new position’s duties and, based upon that description, a statement of the extent of the disclosure requirements. The City Manager’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict of interest code. (Gov. Code Section 81008.) Section 2. Effective Date. This Ordinance shall take effect and be enforced thirty (30) days following its final adoption.

Section 3. Posting. The City Clerk of the City of Dublin shall cause this Ordinance to be posted in at least three public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California.
111
Ord. No. XX-26, Item X.X, Adopted XX/XX/26 Page 4 of 4
PASSED, APPROVED, AND ADOPTED by the City Council for the City of Dublin this 6th day of October 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
112
Agenda Item 5.6

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Revisions to the Personnel System
Prepared by: Sarah Monnastes, Human Resources Director/Risk Manager EXECUTIVE SUMMARY:

The City Council will consider an additional 1.5% cost-of-living adjustment (COLA) for regular personnel, retroactive to July 1, 2026, following direction provided by the City Council in Closed Session on September 15, 2026. This brings the total COLA received by employees to

3.2% for Fiscal Year 2026-27. The Council will also consider updating the City Manager’s salary to reflect the 1.7% cost-of-living adjustment provided under her employment agreement for Fiscal Year 2026-27, now that her Fiscal Year 2025-26 performance-based salary adjustment has been finalized.

STAFF RECOMMENDATION:

Adopt the following: 1) Resolution Amending the Salary Plan for Full-Time Personnel and 2) Resolution Amending the Salary Plan for Management Positions Exempt from Competitive Service.

FINANCIAL IMPACT:

An additional 1.5% cost-of-living adjustment for all regular employees is estimated to cost $276,172, and the City Manager’s 1.7% cost-of-living adjustment is estimated to cost $7,092.

Sufficient funds are available within the Fiscal Year 2026-27 Budget to cover these costs.

DESCRIPTION:

During Item 9 of the August 18, 2026 meeting, the City Council requested that Staff bring back an informational report on the most recent annual cost-of-living adjustment (COLA) received by all City employees, noting that it was low relative to the Consumer Price Index change from late 2025 through spring 2026. On September 1, 2026, Staff presented a report providing contextual information about Dublin’s Employee Process that governs COLAs, described the 113

City’s methodology that resulted in a COLA of 1.7%, and for reference, discussed the annual escalators provided in the City’s agreements with external parties, and how other Bay Area agencies handle compensation increases (Attachment 3). Following further discussion in Closed Session on September 15, 2026, the City Council directed Staff to bring forward an additional 1.5% COLA for final approval at the next meeting, bringing the total COLA received by employees to 3.2% for Fiscal Year 2026-27. The adjustment will be retroactive to July 1, 2026.

The additional COLA applies to all regular personnel but does not extend to the City Manager’s classification. Under her employment agreement, the City Manager’s annual COLA is tied directly to the February CPI reading, the same figure used to calculate the COLA for regular personnel, rather than to the COLA amount actually provided to regular staff. Implementation of her Fiscal Year 2026-27 COLA was deferred pending completion of her Fiscal Year 2025-26 performance evaluation and the associated performance-based salary adjustment. That process has since been completed, and the 1.7% COLA has been applied to the City Manager’s classification, retroactive to July 1, 2026.

Attachments 1 and 2 amend the Salary Plan for Full-Time Personnel and the Salary Plan for Management Positions Exempt from Competitive Service, respectively, to reflect these changes.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) Resolution Amending the Salary Plan for Full-Time Personnel 2) Resolution Amending the Salary Plan for Management Positions Exempt from Competitive Service
3) Staff Report Dated September 1, 2026
114
Attachment 1
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 1 of 4 RESOLUTION NO. XX – 26

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AMENDING THE SALARY PLAN FOR FULL-TIME PERSONNEL
WHEREAS, the City Council has adopted a Salary & Benefit Plan pursuant to the Personnel System Rules; and
WHEREAS, the City Council adopted Resolution No. 96-23 which established increases to salary ranges effective July 1, 2026; and
WHEREAS, on June 16, 2026, the City Council adopted Resolution No. 60-26, establishing a Salary Plan for Full-Time Personnel effective July 1, 2026, which reflected a 1.7% cost-of-living adjustment (COLA) for Fiscal Year 2026-27; and
WHEREAS, during Item 9 of the August 18, 2026 meeting, the City Council requested that Staff bring back an informational report on the most recent annual cost-of-living adjustment (COLA) received by City employees, in light of it being low relative to the Consumer Price Index change from late 2025 through spring 2026; and
WHEREAS, on September 1, 2026, the City Council received a report that provided contextual information about Dublin’s Employee Process that governs COLAs, described the City’s COLA methodology, and, for reference, discussed the annual escalators provided in the City’s agreements with external parties, and how other Bay Area agencies handle compensation increases; and WHEREAS, the February 2026 CPI-W reading used to calculate the Fiscal Year 2026-27 COLA was notably lower than the reading for the surrounding months, suggesting it was an outlier rather than a reflection of a sustained change in the cost of living; and WHEREAS, during Closed Session on September 15, 2026, the City Council directed Staff to prepare an additional 1.5% COLA for all City employees, retroactive to July 1, 2026.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby amends the Salary Plan for Full-Time Personnel to establish the following salary provisions.

BE IT FURTHER RESOLVED that the salary ranges set forth herein reflect a 1.5% increase to the ranges established in Resolution No. 60-26, retroactive to July 1, 2026; and that the base salary of each employee in a classification covered by this Resolution shall be increased by 1.5%, retroactive to July 1, 2026, provided that the employee was employed by the City on July 1, 2026, and remains employed by the City on the date of the adoption of this Resolution.

BE IT FURTHER RESOLVED that any previously enacted salary provisions contained in Resolution No. 60-26 and any subsequent amendments shall be superseded by this Resolution. 115
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 2 of 4 ARTICLE I: SALARY PROVISIONS
SECTION A: REGULAR EMPLOYEES EXEMPT FROM FAIR LABOR STANDARDS ACT (FLSA)

OVERTIME PROVISIONS
Employees covered under this Section shall be paid a monthly salary within the following ranges with the exception of any Performance Pay Adjustment granted in accordance with the Personnel System Rules. In the event that it is deemed by the City Manager to be in the best interest of the City, temporary appointments of no more than six months, where the work assignments are such that they can be completed with less than a 40-hour week, may be approved based upon hourly rates. The total salary paid for such work shall not be less than the “salary test” required for exception under the FLSA.

Classification Monthly
Minimum
Monthly
Maximum
Accountant $9,495.33 $11,871.08
Assistant Civil Engineer $9,660.60 $12,075.48
Associate Civil Engineer $11,236.10 $14,045.63
Associate Planner $10,205.11 $12,758.44
Budget Analyst $11,689.73 $14,612.46
Deputy City Clerk $8,904.35 $11,129.86
Digital Engagement Specialist $10,163.90 $12,707.28
Environmental Specialist $10,163.90 $12,707.28
Executive Aide $8,803.99 $11,004.39
Financial Analyst $11,689.73 $14,612.46
GIS Coordinator $10,347.55 $12,936.93
Housing Specialist $11,689.73 $14,612.46
Maintenance Coordinator $10,163.90 $12,707.28
Management Analyst II $10,163.90 $12,707.28
Management Fellow $6,545.22 $8,181.51
Network Systems Coordinator $9,769.22 $12,213.87
Parks Planner $11,629.58 $14,538.12
Plans Examiner II $9,769.22 $12,213.87
Recreation Supervisor $9,683.55 $12,102.46
Senior Accountant $10,454.32 $13,068.19
Senior Civil Engineer $12,588.70 $15,735.31
Senior Digital Engagement
Specialist
$11,689.73 $14,612.46
Senior Management Analyst $11,689.73 $14,612.46
Senior Planner $11,629.58 $14,538.12
SECTION B: REGULAR EMPLOYEES COVERED BY OVERTIME PROVISIONS OF THE FLSA Employees covered under this Section shall be paid hourly wages within the following ranges with the exception of any Performance Pay Adjustments granted in accordance with the Personnel System Rules. The monthly salaries are shown for informational purposes only. 116
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 3 of 4 Classification Hourly
Minimum
Hourly
Maximum
Monthly
Minimum
Monthly
Maximum
Administrative Aide $48.3610 $60.4631 $8,382.57 $10,480.28 Administrative Technician $43.9711 $54.9579 $7,621.66 $9,526.03 Assistant Planner $52.1421 $65.1617 $9,037.97 $11,294.70 Audio-Visual Specialist $51.1137 $63.8801 $8,859.72 $11,072.56 Code Enforcement Officer $47.7004 $59.6255 $8,268.07 $10,335.09 Digital Communications Technician $42.7318 $53.4091 $7,406.84 $9,257.58 Environmental Technician $49.8270 $62.3120 $8,636.68 $10,800.75 Finance Technician I $35.1404 $43.9255 $6,091.00 $7,613.75 Finance Technician II $39.0593 $48.8071 $6,770.27 $8,459.90 Information Systems Specialist $51.1137 $63.8801 $8,859.72 $11,072.56 Information Systems Technician I $42.1834 $52.7352 $7,311.79 $9,140.78 Information Systems Technician II $46.8740 $58.5965 $8,124.83 $10,156.73 Management Analyst I $52.7936 $65.9799 $9,150.90 $11,436.51 Office Assistant I $31.2755 $39.0984 $5,421.09 $6,777.05 Office Assistant II $34.7560 $43.4412 $6,024.37 $7,529.82 Permit Technician $42.7318 $53.4091 $7,406.84 $9,257.58 Plans Examiner I $51.1137 $63.8801 $8,859.72 $11,072.56 Public Works Inspector $51.9504 $64.9323 $9,004.73 $11,254.92 Public Works Technician I $42.5429 $53.1688 $7,374.10 $9,215.92 Public Works Technician II $47.2699 $59.0765 $8,193.45 $10,239.93 Recreation Coordinator $45.4391 $56.8247 $7,876.12 $9,849.62 Recreation Technician $40.9129 $51.1356 $7,091.57 $8,863.51 Senior Code Enforcement Officer $52.4810 $65.5852 $9,096.71 $11,368.11 Senior Finance Technician $46.8740 $58.5965 $8,124.83 $10,156.73 Senior Office Assistant $38.2286 $47.7837 $6,626.30 $8,282.52 Senior Public Works Inspector $59.0529 $73.8096 $10,235.83 $12,793.67 BE IT FURTHER RESOLVED that the changes contained herein shall be effective July 1, 2026. {Signatures on the following page}
117
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 4 of 4 PASSED, APPROVED AND ADOPTED BY the City Council of the City of Dublin, on this 6 th
day of October, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
118
Attachment 2
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 1 of 3 RESOLUTION NO. XX – 26

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

AMENDING THE SALARY PLAN FOR MANAGEMENT POSITIONS EXEMPT FROM

COMPETITIVE SERVICE
WHEREAS, the City Council has adopted a Salary & Benefit Plan pursuant to the Personnel System Rules; and
WHEREAS, the City Council adopted Resolution No. 96-23 establishing increases to salary ranges effective July 1, 2026; and
WHEREAS, on June 16, 2026, the City Council adopted Resolution No. 61-26, establishing a Salary Plan for Management Positions Exempt from Competitive Service effective July 1, 2026, which reflected a 1.7% cost-of-living adjustment (COLA) for Fiscal Year 2026-27; and WHEREAS, during Item 9 of the August 18, 2026 meeting, the City Council requested that Staff bring back an informational report on the most recent annual cost-of-living adjustment (COLA) received by City employees, in light of it being low relative to the Consumer Price Index change from late 2025 through spring 2026; and
WHEREAS, on September 1, 2026, the City Council received a report that provided contextual information about Dublin’s Employee Process that governs COLAs, described the City’s COLA methodology, and for reference, discussed the annual escalators provided in the City’s agreement with external parties, and how other Bay Area agencies handle compensation increases; and WHEREAS, the February 2026 CPI-W reading used to calculate the Fiscal Year 2026-27 COLA was notably lower than the reading for the surrounding months, suggesting it was an outlier rather than a reflection of a sustained change in the cost of living; and WHEREAS, during Closed Session on September 15, 2026, the City Council directed Staff to prepare an additional 1.5% COLA for all City employees, retroactive to July 1, 2026; and WHEREAS, under her employment agreement, the City Manager’s annual COLA is tied directly to the February CPI reading, and implementation of her 1.7% COLA for Fiscal Year 2026-27 was deferred pending completion of her Fiscal Year 2025-26 performance evaluation and associated performance-based salary adjustment; and
WHEREAS, the City Manager’s Fiscal Year 2025-26 performance evaluation and performancebased salary adjustment has been completed, and her 1.7% COLA may now be applied, retroactive to July 1, 2026.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby amends the Salary Plan for Management Positions Exempt from Competitive Service to establish the following salary provisions.

BE IT FURTHER RESOLVED that, with the exception of the City Manager, the salary ranges set forth herein reflect a 1.5% increase to the ranges established in Resolution No. 61-26, retroactive to July 1, 2026; and that the base salary of each employee in a classification covered by this Resolution 119
Reso. No. XX-26, Adopted XX/XX/2026 Page 2 of 3
shall be increased by 1.5%, retroactive to July 1, 2026, provided that the employee was employed by the City on July 1, 2026, and remains employed by the City on the date of adoption of this Resolution.

BE IT FURTHER RESOLVED that any previously enacted salary provisions contained in Resolution No. 61-26 and any subsequent amendments thereto shall be superseded by this Resolution.

ARTICLE I: SALARY PROVISIONS
SECTION A: REGULAR EMPLOYEES EXEMPT FROM FAIR LABOR STANDARDS ACT (FLSA)

OVERTIME PROVISIONS
Classification Minimum
Monthly
Maximum
Monthly
Accounting Manager $13,039.37 $16,299.18
Assistant City Manager $20,895.20 $26,115.31
Assistant Director of Community Development $14,954.18 $18,692.70 Assistant Finance Director $14,700.29 $18,375.37
Assistant Parks & Community Services
Director
$14,654.14 $18,317.67
Assistant Public Works Director/City Engineer $16,348.80 $20,437.26 Assistant to The City Manager $13,040.86 $16,301.91
Capital Improvement Program Manager $13,864.93 $17,330.86 Chief Building Official $14,356.92 $17,945.85
Chief Information Security Officer $18,144.92 $22,680.93 City Clerk $13,637.98 $17,047.12
City Manager $31,991.55 $31,991.55
Community Development Director $18,691.38 $23,365.49
Community Engagement Manager $13,168.59 $16,461.60
Deputy City Manager $18,801.55 $23,502.87
Economic Development Director $18,374.55 $22,969.35
Economic Development Manager $13,168.59 $16,461.60
Environmental & Sustainability Manager $13,168.59 $16,461.60 Finance Director $18,374.55 $22,969.35
Human Resources Director $18,374.55 $22,969.35
Human Resources Manager $13,168.59 $16,461.60
Information Systems Manager $13,168.59 $16,461.60
Parks & Community Services Director $18,317.89 $22,895.62 Parks & Community Services Manager $12,252.72 $15,316.71 Plan Check Engineer $12,252.72 $15,316.71
Planning Manager $14,067.78 $17,585.92
Principal Engineer $13,864.93 $17,330.86
Principal Planner $12,797.46 $15,997.67
Public Works Director $19,061.51 $23,827.81
Public Works Maintenance Manager $13,541.02 $16,927.13
Special Projects Manager $13,168.59 $16,461.60
Transportation & Operations Manager $13,864.93 $17,330.86 120
Reso. No. XX-26, Adopted XX/XX/2026 Page 3 of 3
BE IT FURTHER RESOLVED that the changes contained herein shall be retroactive to July 1, 2026.

PASSED, APPROVED AND ADOPTED BY the City Council of the City of Dublin, on this 6 th
day of October, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
121
Agenda Item 8.2

STAFF REPORT

CITY COUNCIL

DATE: September 1, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Report on the Cost-of-Living Adjustment Methodology for City Employee Compensation
Prepared by: Sarah Monnastes, Human Resources Director/Risk Manager EXECUTIVE SUMMARY:

The City Council will receive a report on the City’s cost-of-living adjustment (COLA) practice and methodology. The report includes information about the annual escalators provided to City contractors as well as a look at how other Bay Area cities handle compensation increases.

This information was requested by the City Council, noting that the 1.7 percent COLA received by employees in 2026 was low relative to the Consumer Price Index change from late 2025 through spring 2026.

STAFF RECOMMENDATION:

Receive the report.

FINANCIAL IMPACT:

There is no action contemplated in this report; it is informational only. The 1.7 percent cost-ofliving adjustment (COLA) given to City employees effective July 1, 2026 equates to a total of $337,375 in salary and benefit costs.

DESCRIPTION:

During Item 9 of the August 18, 2026 meeting, the City Council requested that Staff bring back an informational item on the most recent annual cost-of-living adjustment (COLA) received by City employees, in light of it being low relative to the Consumer Price Index change from late 2025 through spring 2026.

This report provides contextual information about Dublin’s Employee Process that governs COLAs, describes the City’s COLA methodology, and for reference, discusses annual Attachment 3
122

escalators provided in the City’s agreements with external parties, and looks at how other Bay Area agencies handle compensation increases.

Dublin’s Employee Process
Every three to five years, the City Manager engages with permanent City employees to review the City’s compensation and benefits program and establish a framework for salary and benefits for the coming years. This practice, known as the Employee Process, provides employees an opportunity to share feedback on the City’s current offerings and identify areas for potential change or enhancement.

As part of this process, the City also evaluates its compensation structure and market competitiveness, including through comprehensive salary survey data. Employee feedback, market data, fiscal considerations, and organizational needs are considered together in developing recommendations for the City’s future compensation and benefits program. Any changes agreed to during the Employee Process and approved by the City Council are reflected in the Employee Benefit Plan, which is the document that describes all benefits received by employees.

The next Employee Process will begin this fall for adjustments effective July 1, 2027 for a period of up to five years.

COLA Methodology
Tying COLA to CPI-W
Dublin’s Employee Process has always included a discussion on annual COLAs or “market rate adjustments” to align compensation with current external economic conditions or industry standards. Prior to 2012, the City’s COLAs were based on an annual survey of classifications; while Staff was unable to determine exactly why this practice changed, it is suspected that as the City grew, the annual classification survey became too labor-intensive to sustain.

Since 2012, the City has tied COLAs to the Consumer Price Index (CPI), specifically the CPIW (All Urban Wage Earners and Clerical Workers) for the San Francisco-Oakland-San Jose region (renamed San Francisco-Oakland-Hayward in 2018). The CPI-W is the older of the two main indexes published by the Bureau of Labor Statistics (BLS), dating back to 1913. It reflects the purchasing patterns of a specific slice of the population: households where more than half of income comes from clerical or hourly wage work, which is roughly 28 percent of the country.

In 1978, BLS added a broader index, the CPI-U (All Urban Consumers), covering closer to 90 percent of the population, including retirees, self-employed people, and professionals. Despite CPI-U being more widely cited, Dublin has always used CPI-W to set its COLAs. For reference, a 10-year look at CPI-W and CPI-U is included as Attachment 2.

Floor/Ceiling and Measurement Month
Dublin’s Employee Benefit Plan has also historically provided minimum and maximum limits for its COLAs that are determined through the Employee Process. The current limits are a floor of 1 percent and a ceiling of 3.5 percent, effective July 1, 2023 to June 30, 2027. 123

Furthermore, the Employee Benefit Plan specifies that the COLA will be based on the CPI-W change from February to February each year. Staff could not determine why that month was selected but suspects it was a decision based on the timing of the annual budget preparation.

The San Francisco-Oakland-Hayward metro area CPI is published every other month, in February, April, June, August, October, and December. An April or later reading may not have left enough time, in the past, to build the number into the next fiscal year’s budget. 2026 COLA
In line with the February 2026 CPI-W, Dublin employees received a 1.7 percent COLA effective July 1, 2026. This was an unusually low adjustment compared to prior years, and it is particularly notable that the CPI changes immediately before and after February came in significantly higher: 3.1 percent in December, 3.3 percent in April, and 3.4 percent in June.

This suggests February landed on an outlier data point rather than reflecting a genuine, sustained drop in inflation. In Fiscal Year 2026-27, the COLA equated to $337,375 in salary and benefit costs (one percentage point equates to $184,115).

Annual Contract Escalators
During the Item 9 request for this report, the City’s contracts were mentioned in the context of annual escalators as compared to the employee COLA. Dublin engages in many multi-year agreements, almost all of which have a built-in annual escalator. In the last two years, the majority of these escalators have been tied to CPI, to a maximum of 3 percent. The CPI month used varies: it could be December, or it could be the month closest to the beginning of the contract term. Upon expiration, multi-year contracts are re-bid and new rates are set.

There are some exceptions to this: for example, in a time-and-materials agreement, hourly rates for certain in-demand positions (e.g., high-level engineering positions) are dictated by the market for the work. At times, those rates within the City’s contracts have increased much more than CPI.

Practices of Other Agencies
To provide additional context, Staff looked at how the City’s compensation survey comparator agencies handle general wage increases for employees outside of police and fire: Brentwood, Hayward, Livermore, Milpitas, Newark, Pleasanton, San Leandro, San Ramon, Tracy, Union City, Walnut Creek, and Alameda. All of them use a flat, negotiated percentage rather than a CPI formula. Alameda is the outlier, using a Base Revenue Index (BRI) rather than a cost-ofliving measure. This method ties compensation increases to the City’s own revenue growth rather than to any price index. For reference, Table 1 provides the most recent COLAs received by the City’s comparator agencies.
124

Table 1. Comparator Agency Increases for 2026
Agency Effective Date Increase
Alameda 1 July 1, 2026 TBD
Brentwood July 1, 2026 3.0%
Hayward July 1, 2026 3.0%
Livermore October 5, 2026 3.0%
Milpitas 2 July 1, 2026 3.0%
Newark July 1, 2026 3.5%
Pleasanton April 11, 2026 3.0%
San Leandro July 1, 2026 3.0%
San Ramon July 1, 2026 3.0%
Tracy June 28, 2026 4.0%
Union City January 1, 2026 3.0%
Walnut Creek June 21, 2026 5.0%
Finally, Staff looked at a few other Bay Area agencies outside the City’s formal comparator survey: Berkeley, San Mateo, Sonoma County, Fremont, South San Francisco, Concord, Santa Rosa, and Contra Costa County. None currently use CPI to adjust general employee pay. In summary, a CPI-indexed COLA is the exception, not the rule, and it is becoming even more of an exception as agencies that previously used it have moved away.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:
1) City of Dublin Employee Benefit Plan
2) 10-Year Look: CPI-W and CPI-U

1 Final adjustments to be decided no later than 9/30/2026 and applied retroactively. 2 Currently in negotiations, 3% is the COLA placeholder for the FY 26-27 budget. 125
Agenda Item 8.1

STAFF REPORT

CITY COUNCIL

DATE: October 6, 2026
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT: Resolution Authorizing the Issuance of Special Tax Bonds for and on Behalf of the City of Dublin Community Facilities District No. 2023-1 (East Ranch), and Approving the Form of and Execution of Related Documents Prepared by: Jay Baksa, Finance Director
EXECUTIVE SUMMARY:

The City Council will consider authorizing the issuance of 2026 Special Tax Bonds for Community Facilities District No. 2023-1 (East Ranch) to reimburse the master developer (Trumark) for eligible public capital facilities and public capital facility impact fees previously paid, and approving the form and execution of the 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. 2023-1 (East Ranch), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving Forms of Preliminary Official Statement and Bond Purchase Agreement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

FINANCIAL IMPACT:

There is no financial impact on City funds. All costs associated with the bond issuance will be paid from bond proceeds. Debt service on the bonds will be payable solely from special taxes levied on properties within Community Facilities District No. 2023-1 (East Ranch).

DESCRIPTION:

This Staff Report outlines the actions necessary for the City Council to authorize the issuance, sale, and delivery of special tax bonds for Community Facilities District (CFD) No. 2023-1 (East Ranch). Bond proceeds will be used to reimburse the master developer (Trumark) for previously authorized and paid eligible public capital facilities and associated impact fees 126

related to the development now known as Francis Ranch.

Background
The East Ranch development, now known as Francis Ranch, is located in eastern Dublin within the Fallon Village area of the Eastern Dublin Specific Plan. The 165.5-acre development is situated north of Interstate 580, east of Fallon Road and the Jordan Ranch development, and south of the Positano development. The project includes 573 planned homes, 18 of which are designated as affordable housing units and are exempt from the special tax. The CFD formation documents establish a maximum effective tax rate cap of 1.58%.

On December 5, 2023, the City Council adopted the Resolution of Formation authorizing the financing of public improvements through the levy of special taxes on taxable property within the East Ranch CFD, and the Resolution Determining Necessity to Incur Bonded Indebtedness. Following a second reading of the ordinance levying the special tax on December 19, 2023, the special tax ordinance became effective on January 19, 2024. Fiscal Year 2025-26 was the first fiscal year in which the special tax was levied.

The development is now more than 75% complete, with 195 homes sold and 421 building permits issued. Trumark is building out four neighborhoods in the CFD and has sold two other neighborhoods to merchant homebuilder Taylor Morrison. Given this progress, Trumark has requested that the City proceed with the bond issuance. Proceeds from the bond sale will be used to reimburse Trumark for eligible public capital facility costs and impact fees previously paid.

The estimated value of the property securing the bonds is $825.6 million, based on an appraisal prepared for the City by Integra Realty Resources. This results in an estimated value-to-lien ratio of 20.64:1, based on the anticipated bond issuance of $40 million. The bonds will be secured by and repaid solely from special taxes levied on taxable parcels within Community Facilities District No. 2023-1 (East Ranch).

Authorization of Bond Issuance and Approval of Related Documents (Attachments 1–4) The proposed Resolution (Attachment 1) authorizes the issuance of up to $45 million in special tax bonds to finance a portion of the costs of authorized public capital facilities and associated impact fees. The Resolution also establishes a not-to-exceed true interest cost of 7.00% for the bonds. Based on current market interest rates, including a 25-basis-point cushion, the anticipated bond issuance is approximately $40 million.

The Resolution also approves the forms and execution of the following related bond documents:
 Fiscal Agent Agreement (Attachment 2): An agreement between the City and U.S. Bank Trust Company, National Association, as Fiscal Agent, establishing the terms of the bonds and providing for the administration of bond proceeds and special tax revenues used to repay the bonds.
 Bond Purchase Agreement (Attachment 3): An agreement between the City and Piper 127

Sandler & Co., as Underwriter, establishing the terms under which the bonds will be purchased from the City by the Underwriter for resale to ultimate investors.  Preliminary Official Statement (Attachment 4): A disclosure document providing prospective investors with information about the City, the CFD, the property owners and developers, and the proposed bond financing to support informed investment decisions.

All material information concerning the bonds and the security for repayment must be included in the Preliminary Official Statement.
 Continuing Disclosure Certificate (Attachment 4, Appendix E): A certificate establishing the City’s obligations to provide annual financial and operating information regarding the CFD, along with notices of certain specified events, in accordance with applicable federal securities disclosure requirements.

Next Steps
Approval of the proposed Resolution and related financing documents (Attachments 1–4) will authorize the City’s financing team, consisting of City staff, the City’s municipal advisor, special tax consultant, and bond and disclosure counsel, to proceed with the issuance, sale, and delivery of the bonds.

Following City Council approval, the financing team anticipates making the Preliminary Official Statement available to prospective investors on or about October 7, 2026, pricing the bonds in mid-October, and completing the bond sale in late October. Upon closing, bond proceeds will become available to reimburse the master developer for eligible costs previously incurred.

Senate Bill 450 Analysis
Senate Bill 450, effective January 1, 2018, requires that the City 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: 5.91%; (ii) finance charge: $928,320; (iii) net proceeds: $31,479,281; and (iv) total payment amount: $83,398,817. 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 $37,120,000, less original issue discount of $840,198, given market conditions as of September 25, 2026, plus 25 basis points; the actual amounts are determined when the bonds are priced and will vary from these estimates.

STRATEGIC PLAN INITIATIVE:

None
128

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. 2023-1 (East Ranch) 2) Form of Fiscal Agent Agreement
3) Form of Bond Purchase Agreement
4) Form of Preliminary Official Statement (including Continuing Disclosure Certificate in Appendix E)
129
Attachment 1
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 1 of 3 RESOLUTION NO. XX – 26

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. 2023-1 (EAST RANCH), APPROVING AND

DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVING FORMS OF

PRELIMINARY OFFICIAL STATEMENT AND BOND PURCHASE AGREEMENT, APPROVING

SALE OF SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, the City Council (the “Council”) of the City of Dublin (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form its Community Facilities District No. 2023-1 (East Ranch) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and
WHEREAS, the Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the District in the maximum principal amount of not to exceed $67,000,000, and the City now desires to issue the first series of the bonds (the “Bonds”); and WHEREAS, there has been submitted to the Council a Fiscal Agent Agreement (the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance of the Bonds of the City for the District, and the Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; 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 Bonds as contemplated by this Resolution and 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.

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

1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District. 130
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 2 of 3

2. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.

3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Series 2026” in an aggregate principal amount not to exceed $45,000,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within the District or a special assessment levied on property within the District.

4. Fiscal Agent Agreement. The Council hereby approves the Fiscal Agent Agreement in the form presented to the Council at this meeting. The City Manager, Assistant City Manager, Finance Director or such other person or persons as any of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall LLP, as bond counsel to the City (“Bond Counsel”). The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement.

5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

6. Approval of Official Statement and Continuing Disclosure Undertaking. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2- 12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter the Continuing Disclosure Undertaking in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
131
Reso. No. XX-26, Item X.X, Adopted XX/XX/2026 Page 3 of 3

7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of the Bonds shall not exceed $45,000,000, the Underwriter’s discount shall not exceed 1.25% of the par amount of the Bonds, and the true interest cost shall not exceed 7.00%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are 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 they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

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

PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin, on this 6th day of October, 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
132
Jones Hall Draft of Sept. 25, 2026

FISCAL AGENT AGREEMENT
by and between

CITY OF DUBLIN
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of October 1, 2026
Relating to:
$___________
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Special Tax Bonds
Series 2026
Attachment 2
133
i

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement............................................................................................2 Section 1.02. Agreement for Benefit of Bondowners ............................................................................2 Section 1.03. Definitions........................................................................................................................2

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation ......................................................................................11 Section 2.02. Terms of the Bonds .......................................................................................................11 Section 2.03. Redemption...................................................................................................................12 Section 2.04. Form of Bonds...............................................................................................................15 Section 2.05. Execution of Bonds .......................................................................................................15 Section 2.06. Transfer of Bonds..........................................................................................................15 Section 2.07. Exchange of Bonds .......................................................................................................16 Section 2.08. Bond Register................................................................................................................16 Section 2.09. Temporary Bonds..........................................................................................................16 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen..................................................................17 Section 2.11. Limited Obligation..........................................................................................................17 Section 2.12. Book-Entry Only System ...............................................................................................17 Section 2.13. No Acceleration.............................................................................................................18

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds....................................................................................19 Section 3.02. Application of Proceeds of Sale of Bonds .....................................................................19 Section 3.03. Special Tax Fund ..........................................................................................................19 Section 3.04. Improvement Fund ........................................................................................................20 Section 3.05. Costs of Issuance Fund.................................................................................................21

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts..................................................22 Section 4.02. Bond Fund.....................................................................................................................22 Section 4.03. Reserve Fund................................................................................................................23

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment .........................................................................................................26 Section 5.02. Limited Obligation..........................................................................................................26 Section 5.03. Extension of Time for Payment .....................................................................................26 Section 5.04. Against Encumbrances .................................................................................................26 Section 5.05. Books and Accounts......................................................................................................26 Section 5.06. Protection of Security and Rights of Owners.................................................................26 Section 5.07. Compliance with Law; Completion of Project................................................................27 Section 5.08. Private Activity Bond Limitation.....................................................................................27 Section 5.09. Federal Guarantee Prohibition ......................................................................................27 Section 5.10. Collection of Special Tax Revenues..............................................................................27 Section 5.11. Further Assurances .......................................................................................................28 Section 5.12. No Arbitrage ..................................................................................................................28 Section 5.13. Maintenance of Tax-Exemption.....................................................................................28 Section 5.14. Annual State Reports ....................................................................................................28 Attachment 2
134
ii
Section 5.15. Covenant to Foreclose ..................................................................................................29 Section 5.16. Continuing Disclosure to Owners ..................................................................................30 Section 5.17. No Additional Bonds......................................................................................................30 Section 5.18. Yield of the Bonds .........................................................................................................30

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ................................................................31 Section 6.02. Rebate of Excess Investment Earnings to the United States........................................32 Section 6.03. Limited Obligation..........................................................................................................32

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent .........................................................................................33 Section 7.02. Liability of Fiscal Agent..................................................................................................33 Section 7.03. Information ....................................................................................................................35 Section 7.04. Notice to Fiscal Agent ...................................................................................................35 Section 7.05. Compensation, Indemnification.....................................................................................36

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted.................................................................................................37 Section 8.02. Owners’ Meetings..........................................................................................................37 Section 8.03. Procedure for Amendment with Written Consent of Owners.........................................38 Section 8.04. Disqualified Bonds.........................................................................................................38 Section 8.05. Effect of Supplemental Agreement................................................................................38 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments .............................39 Section 8.07. Amendatory Endorsement of Bonds .............................................................................39 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement.............................................39

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ......................................................................40 Section 9.02. Successor is Deemed Included in All References to Predecessor ...............................40 Section 9.03. Discharge of Agreement................................................................................................40 Section 9.04. Execution of Documents and Proof of Ownership by Owners ......................................41 Section 9.05. Waiver of Personal Liability ...........................................................................................41 Section 9.06. Notices to and Demands on City and Fiscal Agent.......................................................41 Section 9.07. Partial Invalidity .............................................................................................................42 Section 9.08. Unclaimed Moneys........................................................................................................42 Section 9.09. Applicable Law ..............................................................................................................42 Section 9.10. Conflict with Act.............................................................................................................42 Section 9.11. Conclusive Evidence of Regularity................................................................................42 Section 9.12. Payment on Business Day ............................................................................................42 Section 9.13. Counterparts..................................................................................................................42 Section 9.14. U.S.A. Patriot Act ..........................................................................................................42

EXHIBIT A FORM OF BOND
EXHIBIT B OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM

IMPROVEMENT FUND
Attachment 2
135

FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2026, by and between the City of Dublin, a public body, corporate and politic, 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. 2023-1 (East Ranch) (the “District”), and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City Council of the City has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and Resolution No. 121-23 of the City Council adopted on December 5, 2023; and
WHEREAS, the City Council, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, under the provisions of the Act, on ____________, 2026, the City Council of the City adopted its Resolution No. ______ (the “Resolution”), which resolution, among other matters, authorized the issuance of the City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Series 2026 to provide moneys for the construction and acquisition of improvements for the District, and provided that said issuance would be in accordance with the Act and this Agreement and authorized the execution hereof; and WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds (as defined herein) that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and any additional bonds authorized to be issued hereunder and the administration and payment of the Bonds; and
WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District 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 are hereby acknowledged, the parties hereto do hereby agree as follows:

Attachment 2
136
2 ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Bondowners. 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. 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. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity and may otherwise interact with the City or the District with the same rights it would have if it were not Fiscal Agent.

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. “Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including, but not limited to, any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other fees, costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof.
“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement. “Annual Debt Service” means, for each Bond Year and each series of Outstanding Bonds, the sum of (i) the interest due on the respective series of Outstanding Bonds in such Bond Year, assuming that such Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the respective series of Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.

Attachment 2
137
3 “Authorized Officer” means the City Manager, Assistant City Manager, Finance Director of the City, or any other Person authorized by the City to perform an act or sign a document on behalf of the City for purposes of this Agreement.
“Bond Counsel” means (i) Jones Hall LLP or (ii) 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 Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2027. “Bonds” means the City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Series 2026.
“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 Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed. “Capitalized Interest Account” means the subaccount of the Interest Account by that name established in accordance with Section 4.02(a).
“CDIAC” means the California Debt and Investment Advisory Commission of the office of the California State Treasurer or any successor agency or bureau thereto. “City” means the City of Dublin, California, and any successor thereto. “Closing Date” means ________, 2026, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“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 Code.
“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the Closing Date, executed by the City, 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 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, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent, including its first annual administration fee, and expenses and fees of counsel to the Fiscal Agent, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees Attachment 2
138
4 and charges, including Bond Counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. “Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
“DTC” means the Depository Trust Company, and its successors and assigns. “Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “Depository” means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.12.
“District” means the City of Dublin Community Facilities District No. 2023-1 (East Ranch) formed pursuant to the Resolution of Formation.
“Fair Market Value” means 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 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 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 Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States.
“Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds Attachment 2
139
5 or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.
“Finance Director” means the Finance Director of the City, including any person “acting” or serving in such capacity in an “interim” manner, and if there is no Finance Director, the City Manager, Assistant City Manager, Treasurer of the City or an authorized designee of such official.
“Fiscal Agent” means 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 Fund” means the fund by that name established pursuant to Section 3.04(A).
“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2027.
“Maximum Annual Debt Service” means, for each series of Outstanding Bonds, the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of the respective series of 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 levying the Special Taxes. “Original Purchaser” means Piper Sandler & Co., as the first purchaser of the Bonds from the City.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.

Attachment 2
140
6 “Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent is entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and (d) bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent and its affiliates), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than thirty (30) days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service; Attachment 2
141
7 (v) bankers’ acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above, such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper which at the time of purchase is of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars ($500,000,000) and having an “AA” or higher rating for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation; Attachment 2
142
8 (xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; or (xiii) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent shall be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement. (xiv) any other lawful investment for City funds.
“Prepayment” means moneys received by the City from the prepayment of Special Taxes as provided in the Special Tax Formula.
“Prepayment Account” means the account within the Bond Fund by that name established pursuant to Section 4.02(A).
“Priority Administrative Expenses” means for each Fiscal Year the sum of the sum of (i) $25,000 in Fiscal Year 2026-27, escalating at 2% per Fiscal Year thereafter, plus (ii) the administration charge of the County (currently at 1.7%). “Principal Office” means the designated corporate trust office of the Fiscal Agent at which at any time its corporate trust business shall be administered set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent by notice from time to time to the City and the Owners, or the designated corporate trust office of a successor Fiscal Agent, or such other or additional offices as may be designated by such successor Fiscal Agent by notice from time to time to the City and the Owners. “Project” means the acquisition and/or construction of the authorized facilities for the District described in the Resolution of Formation, including Administrative Expenses related thereto.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (ii) such letter of credit or surety bond has a term of at least 12 months; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (iv) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Attachment 2
143
9 the Fiscal Agent Agreement. A change in the rating of the provider of a Qualified Reserve Fund Credit Instrument shall have no impact.
“Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code.
“Reserve Fund” means the fund by that name established pursuant to Section 4.03(A). “Reserve Requirement” means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—
(a) the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds;
(b) in no event shall the City be obligated to deposit an amount in any reserve account 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, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with Section 4.03(A).
“Resolution” means Resolution No. _______ adopted by the City Council of the City on ___________, 2026, which resolution, among other matters, authorized the issuance of the Bonds.
“Resolution of Formation” means Resolution No. 121-23, adopted by the City Council of the City on December 5, 2023, establishing the District. “Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent. “Special Tax Formula” means the “Rate, Method of Apportionment, and Manner of Collection of Special Tax for City of Dublin Community Facilities District No. 2023-1 (East Ranch),” approved by the qualified electors in the District on December 5, 2023, and as it may be amended in the future.
“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof.

Attachment 2
144
10 “Special Tax Revenues” means the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of Priority Administrative Expenses, but shall not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
“Special Taxes” means the “Facilities Special Tax” (as defined in the Special Tax Formula) levied within the District pursuant to the Act, the Ordinance, and this Agreement. For clarity, the “Services Special Tax” (as defined in the Special Tax Formula) is not included in this definition of “Special Taxes” and does not constitute security for the repayment of the Bonds. “Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City 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.
“Term Bonds” means the Bonds maturing on September 1, ______, September 1, _____, and September 1, ______.

Attachment 2
145
11 ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. The Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued by the City for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated the “City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Series 2026.” Section 2.02. Terms of the Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of the Bonds. The Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. The Fiscal Agent shall have no liability for any defect in the CUSIP numbers as they appear on any Bonds, notice or elsewhere, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Bonds, and any such redemption shall not be affected by any defect in or omission of such numbers. The District will promptly notify the Fiscal Agent in writing of any change in the CUSIP numbers. (D) Maturities. The Bonds shall be issued as serial bonds and shall mature and become payable as follows:

Maturity
(September 1)
Principal
Amount
Interest
Rate
CUSIP
(______)
Attachment 2
146
12 (E) (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such 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 by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the Owner thereof at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall dispose of the cancelled Bonds and issue a certificate of disposal thereof to the City at the written request of the City.

Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, ______ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
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) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at Attachment 2
147
13 the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 (iii) Mandatory Sinking Fund Redemption. The Term Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term Bonds pursuant to Section 2.03(A)(i) or (ii) above. In the event of a redemption pursuant to Section 2.03(A)(i) or (ii), the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.

In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Attachment 2
148
14 (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem Bonds pursuant to Section 2.03(A)(i) and (ii) not less than 60 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission. The Fiscal Agent shall, at the expense of the District, 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 and to one or more Information Services, and to the respective Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

The City has the right to rescind any notice of the redemption of Bonds under Section

2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent, at the expense of the District, shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion shall deem appropriate that results in relatively uniform debt service.

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 an aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

Attachment 2
149
15 (D) 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 such notice.

All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall dispose of the cancelled Bonds in accordance with the then-customary procedures and issue a certificate of disposal thereof to the City at the City’s written request.

Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent’s certificate of authentication and the form of 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 of Bonds. The Bonds shall be executed on behalf of the City by the Mayor of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City may be impressed, imprinted or reproduced by facsimile signature thereon. 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.

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 of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

No transfers of Bonds shall be required to be made (i) within 15 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.

Attachment 2
150
16 Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Fiscal Agent shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information or any liability resulting from its reliance on such information.

The Fiscal Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Bond (including any transfers between or among DTC Participants or Beneficial Owners of interests in any Bond) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (i) within 15 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.

Section 2.08. 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 (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and 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.

Section 2.09. 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 denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Attachment 2
151
17 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new 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 disposed of by the Fiscal Agent in accordance with its then-customary procedures, who shall deliver a certificate of disposal thereof to the City at the City’s written request. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent and the City shall be given, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City or Fiscal Agent, as applicable, may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the fees expenses which may be incurred by the City or the Fiscal Agent, as applicable, for the preparation, execution, authentication and delivery. 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 pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed 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 nominee as DTC shall appoint in writing.

The Authorized Officers 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, the Fiscal Agent shall not 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, the Fiscal Agent shall not 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 notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or Attachment 2
152
18 any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

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 interest on such Bonds, for the purpose of giving notices of prepayment 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 shall pay all principal of and interest on the Bonds only to the Owners as shown on the registration books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of 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 Fiscal Agent of written notice to the effect that 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 2.12 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 Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall promptly mail notice of such termination to the Fiscal Agent.

Upon the 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 able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated 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 as soon as practicable.

Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

Attachment 2
153
19 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 Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver such Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale of Bonds.

The proceeds of the purchase of the Bonds by the Original Purchaser in the amount of $_________ (which is equal to the par amount of the Bonds, less original issue discount of $_________ and less the Underwriter’s discount of $_________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) Deposit in the Reserve Fund $_________, equaling the initial amount of the Reserve Requirement for the Bonds;
(ii) Deposit in the Improvement Fund $_________; and
(iii) Deposit in the Capitalized Interest Account of the Bond Fund $_________.
(iv) Deposit in the Costs of Issuance Fund $_________.

Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Finance Director, the Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Special Tax Fund (the “Special Tax Fund”), to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenues received by the City (other than as a result of Prepayments) and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and within such fund, a Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below.

Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. As soon as practicable after the receipt by the City of any Special Tax Revenues, other than as a result of Prepayments, or the transfer of amounts to the Special Tax Fund pursuant to the terms hereof, but no later than 10 Business Days after such receipt or transfer, the Finance Director shall withdraw from the Special Tax Fund and transfer to the Fiscal Agent for deposit: (i) in the Bond Fund, an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds during the then-current Bond Attachment 2
154
20 Year; (ii) in the Reserve Fund, an amount, taking into account amounts then on deposit in the Reserve Fund, so that the amount in the Reserve Fund equals the Reserve Requirement with respect to each series of Bonds. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2nd of each year transfer to the Surplus Account the amount remaining in the Special Tax Fund, whereupon such moneys transferred shall be free of the pledge for payment of the Bonds.

From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay Administrative Expenses, costs of the Project or incidental expenses of the District authorized under the Act. Moneys in the Surplus Account may, at the City’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with 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 3.04. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Improvement Fund (the “Improvement Fund”), to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Improvement Fund shall be held in trust and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project, as directed in an Officer’s Certificate. Each such Officer’s Certificate 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. (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, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer’s Certificate previously filed requesting disbursement.

Each such Officer’s Certificate 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.

For purposes of complying with the requirements of Section 3, the Fiscal Agent may conclusively rely and shall be protected in acting or refraining from acting upon the Officer’s Certificate signed by the authorized officer of the City. The Fiscal Agent shall not be bound to make an investigation into the facts or matters stated in any such Officer’s Certificate of the City. The Fiscal Agent shall not be responsible for determining whether the funds on hand in the Improvement are sufficient to complete the Project. The Fiscal Agent shall not be responsible to collect lien waivers.

Attachment 2
155
21 (C) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder have been completed and that all costs of such portion of the Project and all Administrative Expenses of the District have been paid, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 3.05. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Costs of Issuance Fund (the “Costs of Issuance Fund”), to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the Bonds.
(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 an Officer’s Certificate in similar form to that attached hereto as Exhibit B containing respective amounts to be paid to the designated payees, signed by an Authorized Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. Each such Officer’s Certificate 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. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 3 months from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Bond Fund for payment of debt service on the Bonds.

Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Finance Director for payment from amounts on deposit in the Special Tax Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

Attachment 2
156
22 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. All of the Special Tax Revenues and all moneys deposited in the Bond Fund and the Special Tax Fund are hereby pledged to secure the repayment of the Bonds. In addition, the Bonds shall be secured by a pledge and lien on the Reserve Fund. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, 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 in accordance with Section 9.03.

Amounts in the Costs of Issuance Fund for any series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Bond Fund (the “Bond Fund”), to the credit of which deposits shall be made as required by Section 3.03(B), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

Within the Bond Fund there is hereby established the “Capitalized Interest Account”, which shall be used for deposit of the capitalized interest set forth in Section 3.02(a)(iii) to be held in by the Fiscal Agent for the benefit of the Owners of the Bonds.

Within the Bond Fund there is hereby established the “Prepayment Account”, which shall be used exclusively for the administration of any prepayments of Special Taxes to assure the timely redemption of Bonds. Monies in the Prepayment Account shall be used to redeem Bonds on the redemption date specified in the notice to the Fiscal Agent given pursuant to Section 2.03(A)(ii). In the event all of the Special Taxes are prepaid in full, the Prepayment Account shall be closed.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds under Section 2.03(A)(i).

Attachment 2
157
23 The amount deposited to the Capitalized Interest Account (in the amount of $_________) shall be used and withdrawn to pay a portion of the interest on the Bonds as follows:

Interest Payment Date Capitalized Interest Amount
March 1, 2027 $
September 1, 2027
In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on any series of Bonds, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Finance Director of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund. (D) Deficiency. If 10 days before any Interest Payment Date 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 regularly scheduled debt service on the 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 Resolution of Formation) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall notify the Finance Director in writing of such fact, and the Finance Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.

Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds Reserve Fund (the “Reserve Fund”), to the credit of which a deposit shall be made as required by Section 3.02 and deposits shall be made as provided in Section 3.03(B).

Attachment 2
158
24 The City has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). (B) Use of Fund. Except as otherwise provided in this Section, 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 any deficiency within five days prior to any Interest Payment Date in the Bond Fund of the amount required for payment of the principal of, and interest on, the respective series of Bonds on such Interest Payment Date. Whenever 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. (C) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account (it being understood the City calculates the Reserve Requirement in accordance with the definition thereof), the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess. The Finance Director shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to Section 4.03(D) and 6.02 below, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with Section 4.02; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds as provided in an Officer’s Certificate in accordance with Section 2.03(B), such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.
(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal government to comply with Section 6.02.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds covered by such reserve account, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required under Section 4.03(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of all such Outstanding Bonds. In the event that the Attachment 2
159
25 amount so transferred to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the applicable reserve account, the balance in such reserve account shall be transferred to the City, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the City.

Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the respective series of Bonds and withdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.
(F) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Reserve Fund to be used and disbursed as provided in this Section 4.03.

Attachment 2
160
26 ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this 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 Bonds.

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds created hereunder as, and to the extent, set forth in Section 4.01.

Section 5.03. 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 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 Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. 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 Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. 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 expenditure of amounts disbursed from the Special Tax Fund and 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 Bonds then Outstanding, or their representatives duly authorized in writing.

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 relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Improvement Fund and the Costs of Issuance Fund.

Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Agreement.

Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their Attachment 2
161
27 rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.09. 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 any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.10. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Finance Director with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund. The receipt of such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs. Upon receipt of such notice, the Finance Director shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Finance Director, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing Bond Year, including any necessary replenishment or expenditure of amounts in the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula and the Ordinance. In any event, the Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.

The 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 times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds.

Attachment 2
162
28 Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.12. 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 gross proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.

Section 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Section 5.14. Annual State Reports. The following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the City shall prepare and supply the California Debt and Investment Advisory Commission (“CDIAC”), by mail, postage prepaid, with the information required under Section 53359.5(b) of the Act. Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Finance Director shall file a report with the City Council in accordance with the requirements of Government Code Section 53411, which report shall contain: (a) the amount of Special Taxes collected and expended; and (b) if applicable, the status of the Project financed by the District. In addition, no later than seven months after the end of the City’s fiscal year, the City shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. 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 Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. An official of the City shall notify CDIAC pursuant to Government Code Section 53359.5(c) within 10 days of the occurrence of any of the following events: (i) the scheduled principal or interest on the Bonds is not paid; or (ii) a draw on the Reserve Fund to pay to pay principal and interest on the Bonds which draw causes the Reserve Fund to be reduced to an amount less than the Reserve Requirement. (C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to the applicable provisions of the Government Code, including the Act. (D) Reports to Bondowners. The Finance Director shall provide copies of any reports required by this Section 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 Finance Director.

Attachment 2
163
29 The term “Bondowner” for purposes of this Section shall include any beneficial owner of the Bonds as described in Section 2.12.
(E) No Liability. None of the City and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section.

Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought 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 the District to the amount of Special Tax Revenues theretofore received by the City, and:

Individual Delinquencies; if the Finance Director determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes for two or more years, 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.

Aggregate Delinquencies; lf the Finance Director determines that the total amount of delinquent Special Taxes for the entire the District (including the total of delinquencies under subsection (A) above), exceeds five percent (5%) of the total Special Taxes levied on all parcels in the District 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 the District for which a Special Tax delinquency remains uncured.

Notwithstanding any of the foregoing, in certain instances the amount of Special Taxes delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

Notwithstanding the foregoing, the City may determine not to initiate foreclosure proceedings if (a) the amount in the Reserve Fund is equal to the Reserve Requirement, and (b) there have been no defaults in the payment of debt service on the Bonds.

Attachment 2
164
30 Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; provided, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order.

Section 5.17. No Additional Bonds . The City covenants not to issue additional special tax bonds payable from the Special Tax Revenues equally and ratably with the Bonds, except that the City may issue bonds to refund all or part of the Bonds.

Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.12 and Section 6.02, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the closing date of the Bonds, without regard to whether or not redemption moneys are received or Bonds are redeemed.

Attachment 2
165
31 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, 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, as directed pursuant to an Officer’s Certificate filed (including by facsimile transmission) with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments (such Officer’s Certificate to specify the particular Permitted Investment to be made). In the absence of any such Officer’s Certificate, the Fiscal Agent shall hold such moneys uninvested as cash and notify the Finance Director that it is doing so until further direction is received from the Finance Director. Subject in all respects to the provisions of Section 6.02, 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 lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses, fees, taxes or other charges arising from or incurred in connection with any investments, reinvestments or liquidations of investments made pursuant to this Section and hereunder. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

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 Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued by the City at their present value (within the meaning of Section 148 of the Code). For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon.

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Finance Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet Attachment 2
166
32 any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited, subject to the second paragraph of this Section, and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

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 Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States. The City covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

The City shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the City, withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such amounts to the federal government as directed by the Officer’s Certificate which shall comply with the requirements of the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal Agent shall notify the Finance Director in writing of the amount of the shortfall and the Finance Director shall make such payment from any amounts available in the Special Tax Fund. Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses. The Fiscal Agent may rely conclusively and shall be fully protected from liability in conclusively relying upon the City’s determinations, calculations, opinions, directions and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the City’s calculations hereunder or to confirm the adequacy or correctness of any rebate report. The Fiscal Agent shall be deemed conclusively to have complied with the provisions of this Agreement and any other agreement relating to the Bonds regarding calculation and payment of rebate if it follows the directions of the City, and it shall have no independent duty to review or enforce the City’s compliance with such rebate requirements. Except to the extent expressly herein provided, the Fiscal Agent shall in no instance be responsible or liable for the tax treatment of the Bonds, the City’s or District’s compliance with the Code, or any other tax consequences in connection with the Bonds.

In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund created hereunder.

Attachment 2
167
33 ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any organization or entity into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any organization or entity resulting from any merger, conversion or consolidation to which it shall be a party or any organization or entity to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, provided such company shall be eligible under the following paragraph of this Section, shall be and shall become the successor to such Fiscal Agent and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may remove the Fiscal Agent initially appointed, and any successor thereto, with 30 days’ prior notice, and may appoint a successor or successors thereto, but any such successor shall be an organization or entity having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such organization or entity 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 organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within thirty (30) 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, at the expense of the District, or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. 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, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be Attachment 2
168
34 liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. 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 Bonds. All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the directors, officers and employees of the Fiscal Agent. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

In the absence of bad faith, the Fiscal Agent 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 Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates 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 good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

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, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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 pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of unavoidable 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.

Attachment 2
169
35 The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

The Fiscal Agent shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.

The Fiscal Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder either directly or by or through attorneys or agents, and shall be entitled to rely on advice of counsel concerning all matters of trust and its duty hereunder.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, 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 and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 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 or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means by an Authorized Officer (or his or her designee) (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Fiscal Agent, or another method or system specified by the Fiscal Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Fiscal Agent an incumbency certificate for each person with the authority to provide such Instructions and containing specimen signatures of such persons, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer (or designee) listed on the incumbency certificate provided to the Fiscal Agent have been sent by such Authorized Officer (or designee). The City Attachment 2
170
36 shall be responsible for ensuring that only Authorized Officers (or their designees) transmit such Instructions to the Fiscal Agent and that the City is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Fiscal Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such 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 a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu 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 their 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 against any costs, claims, expenses or liabilities, including, without limitation, 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 obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

Attachment 2
171
37 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the 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 Bonds disqualified as provided in Section 8.04. No such modification or amendment shall, with respect to Bonds then Outstanding, (i) extend the maturity of any 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 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 Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written 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:
(A) to add to the covenants and agreements of the City in this Agreement contained, 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; (B) to make modifications not adversely affecting any outstanding series of Bonds in any material respect;
(C) 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 which shall not adversely affect the rights of the Owners of the Bonds; or
(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations.

No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

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.

Attachment 2
172
38 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, at the expense of the City, by the Fiscal Agent to each Owner of 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 provided.

If consent of the Owners is required under Section 8.01, 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 60% in aggregate principal amount of the 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 provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the 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 provided for has been mailed.

After the Owners of the required percentage of 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 for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (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 herein above specifically provided in this Article) upon the City and the Owners of all 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. Bonds actually known by an officer of the Fiscal Agent to be 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 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. The City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to 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 and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such Attachment 2
173
39 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 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 Bond Outstanding at such effective date and 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 Bond at the expense of the City.

The City may determine that new 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 Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner and at the expense of the City, for Bonds then Outstanding, upon surrender of such 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 Bonds held by him, provided that due notation thereof is made on such Bonds.

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal Agent shall be furnished, upon request, an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion. The Fiscal Agent may, but shall not be obligated to, enter into any such Supplemental Agreement which affects the Fiscal Agent's own rights, duties or immunities under this Agreement or otherwise.

Attachment 2
174
40 ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to 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. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent or other fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent or other fiduciary, cash and 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 (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof 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 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 Bonds Outstanding shall cease and terminate, except only the obligations of the City (i) under Section 5.13 (Maintenance of Tax-Exemption) and (ii) to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.

Attachment 2
175
41 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration 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, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such 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 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 Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

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 by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of Dublin
100 Civic Plaza
Dublin, California 94568
Attention: Finance Director
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 by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:

U.S. Bank Trust Company, National Association
2222 E. Camelback Road, Suite 110
Phoenix, AZ 85016
Attention: Global Corporate Trust
Attachment 2
176
42 Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held 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 issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remain unclaimed for two years after the date when the payments 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 shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

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. Bonds issued pursuant to 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 Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may 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. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

Section 9.14. U.S.A. Patriot Act. The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District Attachment 2
177
43 agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.

Attachment 2
178
[Signature Page to Fiscal Agent Agreement dated as of ___________ 1, 2026] IN WITNESS WHEREOF, the City of Dublin has authorized the execution of this Agreement by its Finance Director under the authority of Resolution No. _______, adopted by the Council of the City of Dublin on ___________, 2026, and the Fiscal Agent has caused this Agreement to be executed.

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

Vice President
CITY OF DUBLIN, for and on behalf of the
City of Dublin Community Facilities District
No. 2023-1 (East Ranch)
By:

Finance Director
Attachment 2
179
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. __________ $____________

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ ________, 2026
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The City of Dublin (the “City”) for and on behalf of the City of Dublin Community Facilities District No. 2023-1 (East Ranch) (the “District”), for value received, hereby promises to pay solely from the Special Tax Revenues (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided, semiannually on March 1 and September 1, commencing March 1, 2027 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at a designated corporate trust office of U.S. Bank Trust Company, National Association (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

This Bond is one of a duly authorized issue of bonds approved by a resolution of the City Council of the City on ________, 2026 (the “Resolution”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Attachment 2
180
A-2
Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District, and is one of the bonds designated “City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds, Series 2026” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of October 1, 2026, by and between the City and the Fiscal Agent (the “Agreement”) and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” as defined in the Agreement.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
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
The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Attachment 2
181
A-3
Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 The Term Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge Attachment 2
182
A-4
required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 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.

The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the City of Dublin has caused this Bond to be executed by the facsimile signatures of the Mayor of the City, all as of the Bond Date stated above.

CITY OF DUBLIN, for and on behalf of the

CITY OF DUBLIN COMMUNITY FACILITIES
DISTRICT NO. 2023-1 (EAST RANCH)
By:

Mayor
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By:

Authorized Signatory
Attachment 2
183
A-5

FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax Identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by an
eligible guarantor.

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration or enlargement or any change whatsoever.

Attachment 2
184
B-1

EXHIBIT B
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Special Tax Bonds
Series 2026
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT

FROM IMPROVEMENT FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent Agreement, dated as of October 1, 2026 (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) and as such, am familiar with the facts herein certified and am authorized to certify the same;
(ii) under Section 3.04(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of a Project cost (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A;
(iii) an obligation in the stated amount has been properly incurred and each such obligation is a proper charge against the Improvement Fund and has not been subject of any previous requisition of the City requesting disbursement; (iv) there has not been filed with or served upon the City a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this Officer’s Certificate, which has not been released or will not be released with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of laws; and
Attachment 2
185
B-2
(v) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or supplies, such work was actually performed or such materials, equipment or supplies were actually installed in furtherance of the Project or delivered at the site for that purpose or delivered for storage or fabrication at a place or places approved by the City.

With respect to this requested disbursement, the City (i) certifies that it has reviewed any wire instructions set forth in such written disbursement direction to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Fiscal Agent from and against any and all claim, demand, loss, liability, or expense sustained, including but not limited to attorneys’ fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees that it will not seek recourse from the Fiscal Agent as a result of losses incurred by it for making the disbursement in accordance with the disbursement direction.

Dated: __________, 20__

CITY OF DUBLIN
By: ______________________________________
Authorized Officer
Attachment 2
186
B-3

SCHEDULE A
Payee Name and Address Purpose of Obligation Amount
Attachment 2
187
Attachment 3
Stradling Yocca Carlson & Rauth
Draft of 9/25/26
4912-2805-0387v3/024667-0213 1
$__________

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026

BOND PURCHASE AGREEMENT
_____, 2026
City of Dublin
100 Civic Plaza
Dublin, California 94568
Ladies and Gentlemen:

Piper Sandler & Co. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Dublin, California (the “City”) acting on behalf of City of Dublin Community Facilities District No. 2023-1 (East Ranch) (the “District”) which, upon acceptance, will be binding upon the City and upon the Underwriter. This offer is made subject to acceptance of it by the City on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City.

The City acknowledges and agrees that: (i) the purchase and sale of the Bonds (defined below) pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate for this transaction.

1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the City of Dublin Community Facilities District No. 2023-1 (East Ranch) Special Tax Bonds, Series 2026 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (hereinafter defined), and bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2027) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A hereto.
188
4912-2805-0387v3/024667-0213 2
(b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement dated as of October 1, 2026 ( the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and approved by a resolution adopted by the City Council of the City (the “City Council”), acting as the legislative body of the District, on October 6, 2026 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within the District in accordance with a Resolution of Intention adopted by the City Council on October 17, 2023 and a Resolution of Formation adopted by the City Council on December 5, 2023 (together with the Resolution of Intention, the “Resolution of Formation”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the “Law”), to (i) construct and/or acquire certain authorized public facilities, (ii) fund capitalized interest on a portion of the Bonds through and including September 1, 2027, (iii) provide for a deposit to a debt service reserve account for the Bonds, and (iv) pay costs of issuance of the Bonds. The Resolution of Issuance, the Resolution of Formation and the Ordinance levying the Special Tax, adopted by the City Council, are collectively referred to herein as the “District Resolutions.”
(c) At or prior to the acceptance hereof by the City, the City shall cause to be delivered to the Underwriter a 15c2-12 Certificate of the City, dated as of the date of this Purchase Agreement (the “City Certificate”), in substantially the form attached hereto as Exhibit B, with only such changes therein as shall have been accepted by the Underwriter. (d) Subsequent to its receipt of the City Certificate deeming the Preliminary Official Statement for the Bonds, dated _____, 2026 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement”), final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Underwriter has distributed copies of the Preliminary Official Statement. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City (the “Official Statement”), the Fiscal Agent Agreement, the Continuing Disclosure Certificate of the City (the “City Disclosure Certificate”), this Purchase Agreement and any other documents or contracts to which the City or the District is a party related to the Bonds, and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the “MSRB”) through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12.
(e) At 8:00 A.M., Pacific Daylight Time, on _____, 2026, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the “Closing Date”), the City will deliver (i) to the Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book-entry form registered in the 189
4912-2805-0387v3/024667-0213 3
name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the City, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Jones Hall LLP, as bond counsel to the City (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the “Closing”).

Notwithstanding the foregoing, the Underwriter may, in their discretion, accept delivery of the Bonds in temporary form upon making arrangements with the City which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.

2. Public Offering and Establishment of Issue Price.
(a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Final Official Statement (as defined herein) and in Exhibit A hereto and subject to Section 2(c) and 2(d) hereof, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Final Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (defined below) an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor, Fieldman, Rolapp & Associates, Inc. (the “Municipal Advisor”), and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.

The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the 190
4912-2805-0387v3/024667-0213 4
corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offeringprice rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following.
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language 191
4912-2805-0387v3/024667-0213 5
obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-theoffering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a thirdparty distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party; (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if 192
4912-2805-0387v3/024667-0213 6
both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) “sale date” means the date of execution of this Purchase Agreement by the City and the Underwriter.

3. Representations, Warranties and Agreements of the City. The City represents, warrants and covenants to and agrees with the Underwriter that:
(a) The City is a municipal corporation and general law city duly organized and existing under the laws of the State of California (the “State”) and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Law. The City Council, as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in the real property records of Alameda County a Notice of Special Tax Lien (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement and the City Disclosure Certificate, and to carry out all transactions on its part contemplated by each of such agreements, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions on its part contemplated by the Formation Documents and by the Fiscal Agent Agreement, this Purchase Agreement, and the City Disclosure Certificate (collectively, the “District Documents”) and the Official Statement.
(b) The City has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City contained in the District Documents that are applicable to such time period. (c) The City Council has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Law, elections within the District to approve the levy of the Special Tax within the District and the issuance of the Bonds and recorded the Notice of Special Tax Lien which established a continuing lien on the land within the District securing the payment of the Special Tax, (iii) authorized and approved the execution, delivery and due performance by the City for the District of the Bonds and the District Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions on its part contemplated by, each of the District Documents (including, without limitation, the collection of the Special Tax), the Bonds and the Official Statement and at the Closing Date, the Formation Documents will be in full force and effect and the District Documents 193
4912-2805-0387v3/024667-0213 7
and the Bonds will constitute the valid, legal and binding obligations of the City for the District and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable upon the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought. (d) To the best of the City’s knowledge, neither the District nor the City is in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City is a party or is otherwise subject or bound, a consequence of which would be to materially and adversely affect the performance by the District or the City of their obligations under the Bonds, the Formation Documents or the District Documents, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City, as the case may be, is a party or is otherwise subject or bound. (e) Except for compliance with the blue sky or other states securities law filings, as to which the City makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect.
(f) The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws of the State, and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied.
(g) The City shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. Until the date which is twenty-five (25) days after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which the City is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as (i) the City delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to 194
4912-2805-0387v3/024667-0213 8
this provision shall be written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.” (h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues (as defined in the Fiscal Agent Agreement) and the moneys deposited in the Bond Fund and the Reserve Fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the City will faithfully perform and abide by all of its covenants and undertakings, and the provisions contained in the Fiscal Agent Agreement.
(i) Except as disclosed in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened (i) which would materially adversely affect the ability of either the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or (ii) seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Official Statement or the powers or authority of the City or the District with respect to the Bonds, the Formation Documents, the District Documents, or any action of the City or the District contemplated by any of said documents; nor is there any action pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened against the City or the District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation, or (iv) which would affect or restrain the ability of the owners of property within the District to develop their property as described in the Preliminary Official Statement.
(j) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the “Blue Sky” or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (k) Any certificate signed by any official of the City authorized to do so and delivered to the Underwriter in connection with the Bonds or this Purchase Agreement shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (l) The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement as described in the Official Statement. 195
4912-2805-0387v3/024667-0213 9
(m) The information contained in the Preliminary Official Statement was as of the date thereof, and the information contained in the Official Statement as of its date and on the Closing Date shall be, true and correct in all material respects and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the City as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the City so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board. (o) Except as otherwise disclosed in the Preliminary Official Statement, the City is, and has always been, in material compliance with respect to all reporting obligations in the last five years that it has undertaken under Rule 15c2-12 for all indebtedness issued by the City. (p) Except as otherwise disclosed in the Preliminary Official Statement, the Formation Documents have not been amended, terminated, rescinded or modified. (q) The City shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the City as set forth in this Purchase Agreement. (r) The City shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate.
(s) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

4. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Formation Documents and the District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, and Stradling Yocca Carlson & Rauth LLP (“Stradling”), counsel to the Underwriter, shall be necessary and appropriate; 196
4912-2805-0387v3/024667-0213 10
(b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission (the “SEC”), or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the District, their property, income or securities (or interest thereon), the validity or enforceability of the Special Tax as contemplated by the Formation Documents, the District Documents or the Official Statement;
197
4912-2805-0387v3/024667-0213 11
(4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement or the Official Statement;
(6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction that, in the Underwriter’s reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds;
(7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
(8) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects proposed development of property within the District; (9) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(10) there shall have been any material adverse change in the affairs of the City that in the Underwriter’s reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(11) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net 198
4912-2805-0387v3/024667-0213 12
capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;
(12) a stop order, release, regulation, or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended; or
(13) filing of or threat of litigation of the type described in Section 3(i) hereof.
(d) On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Formation Documents and the District Documents, together with a certificate dated as of the Closing Date of the City Clerk of the City to the effect that each Formation Document is a true, correct and complete copy of the one duly adopted by the City Council;
(2) The Official Statement;
(3) An approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, in the form attached to the Preliminary Official Statement as Appendix D, and an unqualified letter of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;
(4) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that (i) this Purchase Agreement and the City Disclosure Certificate have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute a valid and binding obligation of the other respective parties thereto, constitute the legally valid and binding agreements of the City for the District enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and may be subject to general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS” (other than information relating to DTC and its Book-Entry Only System), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX
199
4912-2805-0387v3/024667-0213 13
MATTERS” and Appendices D and F thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Law, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds;
(5) A letter of Jones Hall, A Professional Law Corporation, as disclosure counsel to the City (“Disclosure Counsel”), addressed to the Underwriter and the City, to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book-entry system, as to which no opinion need be expressed), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (6) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling, as counsel for the Underwriter, in form and substance acceptable to the Underwriter;
(7) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the City contained in Section 3 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds, the Formation Documents and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; and (iii) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Formation Documents, the District Documents and the Official Statement at or prior to the Closing Date; (8) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that (i) except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or is known to such counsel to be threatened, as to which the City is or would be a party, which would materially adversely affect the ability of the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of 200
4912-2805-0387v3/024667-0213 14
and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the District Documents or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents or the development of property within the District; (ii) the City is duly organized and validly existing as a public entity under the laws of the State of California and the District is duly organized and validly existing as a community facilities district under the laws of the State of California; (iii) the City has full legal right, power and authority to issue the Bonds and to perform all of its obligations under the Formation Documents and the District Documents; (iv) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the levy of the Special Tax, the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regulations, whatsoever; (v) the City Council has duly and validly adopted the Formation Documents at meetings of the City Council which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Formation Documents are now in full force and effect and have not been amended; and (vi) the City has duly authorized, executed and delivered the District Documents and the Bonds and has duly authorized the preparation and delivery of the Official Statement;
(9) One or more certificates dated the Closing Date from Goodwin Consulting Group, Inc. (the “Special Tax Consultant”) addressed to the City and the Underwriter to the effect that (i) the amount of the Special Tax Revenues that could be levied in each Fiscal Year on all parcels of taxable property in the District is at least one hundred ten percent (110%) of the total Annual Debt Service for each such Bond Year that begins in such Fiscal Year on the Bonds, and (ii) all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date; (10) A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel, to the effect that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (11) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent dated the Closing Date and addressed to the City and the Underwriter to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; (12) A Letter of Representations from Taylor Morrison of California, LLC, a California limited liability company (“Taylor Morrison”), dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit D hereto, or as such letter may be modified with the approval of the Underwriter and Stradling, and a closing certificate from each of the Merchant Builders dated the Closing Date, substantially in the form attached as Exhibit F hereto; 201
4912-2805-0387v3/024667-0213 15
(13) A Letter of Representations from TH East Ranch LLC, a California limited liability company (“Trumark”) dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit E hereto, or as such letter may be modified with the approval of the Underwriter and Stradling, and a closing certificate from Trumark substantially in the form attached as Exhibit F hereto; (14) A continuing disclosure certificate executed by Trumark in substantially the form attached as Appendix E to the Official Statement (the “Trumark Continuing Disclosure Certificate”);
(15) One or more opinions of counsel to Trumark addressed to the City and the Underwriter, in form and substance acceptable to the Underwriter and Stradling, regarding (i) Trumark’s due organization and qualification to do business, (ii) the due authorization and execution of the Trumark Continuing Disclosure Certificate, (iii) the absence of litigation pending against Trumark (with service of process to Trumark having been duly given and completed) or overtly threatened in writing against Trumark which would materially and adversely affect the validity or enforceability of the Trumark Continuing Disclosure Certificate, or the ability of Trumark to complete the development of its property as described in the Preliminary Official Statement and the Official Statement, or Trumark’s ability to pay the Special Taxes due with respect to the development of its property (to the extent the responsibility of Trumark) prior to delinquency, and (iv) negative assurance regarding the Preliminary Official Statement and the Official Statement;
(16) G-17 letter from the Underwriter acknowledged by the City; (17) A certificate from Integra Realty Resources (the “Appraiser”) consenting to the inclusion of their appraisal report (the “Appraisal”) in the Preliminary Official Statement and the final Official Statement and certifying that (i) the information in the Official Statement relating to the Appraisal does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) since the date of the Appraisal they are not aware of any facts that would materially affect the conclusions of value set forth therein; (18) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the City’s representations and warranties contained herein and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the District in connection with the transactions contemplated hereby and by the Official Statement.

If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the 202
4912-2805-0387v3/024667-0213 16
respective obligations of the City and the Underwriter set forth in Section 5, Section 6 and Section 8 hereof shall continue in full force and effect.

5. Conditions of the City’s Obligations. The City’s obligations hereunder are subject to the Underwriter’s performance of its obligations hereunder, and are also subject to the following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the City executing the certificate referred to in Section 4(d)(7) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the City or the District; and
(b) As of the Closing Date, the City shall receive the approving opinion of Bond Counsel referred to in Section 4(d)(3) hereof, dated as of the Closing Date.

6. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the District) all expenses incident to the performance of the City’s obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Municipal Advisor, the Special Tax Consultant, the Fiscal Agent, Bond Counsel, Disclosure Counsel and any accountants, engineers or any other experts or consultants the City has retained in connection with the Bonds; and
(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

7. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at 100 Civic Plaza, Dublin, California 94568; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 3626 Fair Oaks Blvd., Suite 100, Sacramento, CA 95864, Attention: Dennis McGuire. 203
4912-2805-0387v3/024667-0213 17

8. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City, the District and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.

9. Survival of Representations and Warranties. The representations and warranties of the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds.

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.

11. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the City.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State. 204
4912-2805-0387v3/024667-0213 S-1

13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Very truly yours,
PIPER SANDLER & CO., as Underwriter
By:

Authorized Officer
ACCEPTED:

CITY OF DUBLIN, for and on behalf of the City
of Dublin Community Facilities District No. 2023-
1 (East Ranch)
By:

City Manager
Time: ____p.m.
205
4912-2805-0387v3/024667-0213 A-1

EXHIBIT A

MATURITY SCHEDULE
$__________

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield Price
10%
Test
Used
Hold the
Offering
Price Used
C
Priced to the optional call date of September 1, 20__ at _____.

T Term Bond.

The purchase price of the Bonds shall be $__________, which is the principal amount thereof ($__________) [plus/less] [net] original issue [premium/discount] of $___________ and less Underwriter’s discount of $__________.

Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
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
Mandatory Redemption from Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
206
4912-2805-0387v3/024667-0213 A-2
Redemption Dates Redemption Price
March 1, 2027 through and including March 1, 20__ 103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term Bonds maturing September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
207
4912-2805-0387v3/024667-0213 A-3
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.
208
4912-2805-0387v3/024667-0213 B-1

EXHIBIT B
$__________


CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the City Manager of the City of Dublin, California (the “City”), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the City of Dublin Community Facilities No. 2023-1 (East Ranch) Special Tax Bonds, Series 2026 (the “Bonds”) in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”); (2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated _____, 2026 setting forth information concerning the Bonds and the City of Dublin Community Facilities No. 2023-1 (East Ranch) (the “Preliminary Official Statement”); and
(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term “Permitted Omissions” refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.

IN WITNESS WHEREOF, I have hereunto set my hand as of _____, 2026.

CITY OF DUBLIN
By:

Its: City Manager

 Preliminary, subject to change.
209
4912-2805-0387v3/024667-0213 C-1

EXHIBIT C

FORM OF ISSUE PRICE CERTIFICATE
$__________

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
The undersigned, on behalf of Piper Sandler & Co. (“Piper”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Reserve Fund.

The establishment of the Reserve Fund in the amount of the Reserve Requirement (as such terms are defined in the Fiscal Agent Agreement dated as of October 1, 2026, by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent, pursuant to which the Bonds are being issued) was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the City of Dublin.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2026 (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). 210
4912-2805-0387v3/024667-0213 C-2
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance Jones Hall LLP A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

PIPER SANDLER & CO.

By:

Name:

Dated: _____, 2026
211
4912-2805-0387v3/024667-0213 C-3

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
212
4912-2805-0387v3/024667-0213 D-1

EXHIBIT D

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026

LETTER OF REPRESENTATIONS OF

TAYLOR MORRISON OF CALIFORNIA, LLC
_____, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(12) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Dublin (the “City”), for and on behalf of the City of Dublin Community Facilities No. 2023-1 (East Ranch) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Taylor Morrison of California, LLC, a California limited liability company (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Builder is duly organized and validly existing under the laws of the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of Taylor Morrison of California, LLC (the “Letter of Representations”); and (ii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain of the property within the District is owned by, or under option to, the Builder (herein, the “Property”). The undersigned, on behalf of the Builder, make the representations herein with respect to all such Property.

3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1(a) the Builder and its Relevant Entities2are not in breach of or in default under any

1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Builder currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Builder and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Builder’s current business and operations. Officers and employees no longer working for the Builder or its Relevant Entities have not been contacted. 2 “Relevant Entities” means, with respect to the Builder, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Builder; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Builder’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control 213
4912-2805-0387v3/024667-0213 D-2
applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Builder or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

4. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Builder or its Relevant Entities that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Builder nor any of its Relevant Entities is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Relevant Entity of the Builder (with proper service of process to such Relevant Entity having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Builder or any such Relevant Entity which, if successful, is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

6. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) as set forth under the captions entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Taylor Morrison” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Taylor Morrison’s Land Bank Arrangement” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Builder), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7. The Builder covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Builder and its Relevant Entities which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying the Special Tax within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the

with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 214
4912-2805-0387v3/024667-0213 D-3
special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Builder or any Relevant Entity in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for the District pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Builder or its Relevant Entities, the City, and/or the District or to which the Builder or its Relevant Entities is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).

8. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.

9. To the Actual Knowledge of the Undersigned, the Builder has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Builder during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced in a court of law against the Builder.

10. The Builder intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

11. To the Actual Knowledge of the Undersigned, the Builder is able to pay its bills as they become due and no legal proceedings are pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Builder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

12. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Builder, and except as disclosed in the Preliminary Official Statement, including under the captions “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Taylor Morrison” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Taylor Morrison’s Land Bank Arrangement,” the Builder currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency. However, neither the Builder nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Builder at any time, and the Builder reserves the right to change its development plan and financing plan for the Property 215
4912-2805-0387v3/024667-0213 D-4
at any time without notice, and there is no recourse against the Builder for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

13. Solely as to the limited information described in Paragraph 6 above (and subject to the limitations and exclusions set forth in Paragraph 6), the Builder agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Builder of a material fact contained in the information described in Paragraph 6 above (and subject to the limitations and exclusions set forth in Paragraph 6), as of the date of the Preliminary Official Statement, or the omission by the Builder to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Builder contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Builder may otherwise have to any Indemnified Party, provided that in no event shall the Builder be obligated for double indemnification. Further, in no event shall the Builder’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Builder in writing; provided that the failure to notify the Builder shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Builder shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Builder thereof, the Builder shall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Builder) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Builder and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Builder has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Builder such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Builder and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Builder shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties.

The Builder shall not be liable for any settlement of any proceeding effected without its written consent.

The Builder shall not, without the written consent of the Indemnified Party, affect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in 216
4912-2805-0387v3/024667-0213 D-5
form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

14. If, between the date hereof and the Closing Date, to the Actual Knowledge of the Undersigned, any event relating to or affecting the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) shall occur which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 6 hereof (and subject to the limitations and exclusions set forth in Paragraph 6), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Builder shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

15. On behalf of the Builder, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Builder for the purpose of discussing the meaning of its contents.

The undersigned has executed this Letter of Representations solely in his or her capacity as authorized officer or representative of the Builder and he or she will have no personal liability arising from or relating to this Letter of Representations.

TAYLOR MORRISON OF CALIFORNIA, LLC,
a California limited liability company
By: _____________________________
Name: ___________________________
Title: ____________________________
217
4912-2805-0387v3/024667-0213 E-1

EXHIBIT E

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026

LETTER OF REPRESENTATIONS OF

TH EAST RANCH LLC
_____, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(13) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Dublin (the “City”), for and on behalf of the City of Dublin Community Facilities No. 2023-1 (East Ranch) (the “District”), and Piper Sandler & Co. (the “Underwriter”), TH East Ranch LLC, a California limited liability company (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Builder is duly organized and validly existing under the laws of the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of TH East Ranch LLC (the “Letter of Representations”); (ii) to execute and deliver the Continuing Disclosure Certificate (TH East Ranch LLC) to be executed by the Builder prior to the Closing (the “Trumark Continuing Disclosure Certificate”); and (iii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain of the property within the District is owned by, or under option to, the Builder (herein, the “Property”). The undersigned, on behalf of the Builder, make the representations herein with respect to all such Property.

3. The Builder has, or will have prior to the Closing, duly authorized the execution and delivery of the Trumark Continuing Disclosure Certificate at the Closing and the performance by the Builder of its obligations thereunder.

4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1(a) the Builder and its Relevant Entities2are not in breach of or in default under any

1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Builder currently has as of the date of this Letter of Representations or has obtained through: (i) interviews with such current officers and responsible employees of the Builder and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Builder’s current business and operations. Officers and employees no longer working for the Builder or its Relevant Entities have not been contacted. 2 “Relevant Entities” means, with respect to the Builder, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Builder; and (ii) for whom information, 218
4912-2805-0387v3/024667-0213 E-2
applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Builder or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Builder or its Relevant Entities that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Builder nor any of its Relevant Entities is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

6. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Relevant Entity of the Builder (with proper service of process to such Relevant Entity having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Builder or any such Relevant Entity which, if successful, is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) as set forth under the captions entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Trumark” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Arroyo Land Bank” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Builder), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Builder’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 219
4912-2805-0387v3/024667-0213 E-3

8. The Builder covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Builder and its Relevant Entities which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying the Special Tax within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Builder or any Relevant Entity in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the Rate and Method of Apportionment of Special Taxes for the District pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Builder or its Relevant Entities, the City, and/or the District or to which the Builder or its Relevant Entities is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).

9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.

10. To the Actual Knowledge of the Undersigned, the Builder has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Builder during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced in a court of law against the Builder.

11. The Builder intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

12. To the Actual Knowledge of the Undersigned, the Builder is able to pay its bills as they become due and no legal proceedings are pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Builder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Builder, and except as disclosed in the Preliminary Official Statement, including under the captions “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Trumark” and “OWNERSHIP OF PROPERTY WITHIN THE 220
4912-2805-0387v3/024667-0213 E-4
DISTRICT—Arroyo Land Bank,” the Builder currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency. However, neither the Builder nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Builder at any time, and the Builder reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Builder for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

14. Solely as to the limited information described in Paragraph 7 above (and subject to the limitations and exclusions set forth in Paragraph 7), the Builder agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Builder of a material fact contained in the information described in Paragraph 6 above (and subject to the limitations and exclusions set forth in Paragraph 7), as of the date of the Preliminary Official Statement, or the omission by the Builder to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Builder contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Builder may otherwise have to any Indemnified Party, provided that in no event shall the Builder be obligated for double indemnification. Further, in no event shall the Builder’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Builder in writing; provided that the failure to notify the Builder shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Builder shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Builder thereof, the Builder shall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Builder) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Builder and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Builder has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Builder such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Builder and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Builder shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified 221
4912-2805-0387v3/024667-0213 E-5
Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties.

The Builder shall not be liable for any settlement of any proceeding effected without its written consent.

The Builder shall not, without the written consent of the Indemnified Party, affect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

15. If, between the date hereof and the Closing Date, to the Actual Knowledge of the Undersigned, any event relating to or affecting the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) shall occur which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 hereof (and subject to the limitations and exclusions set forth in Paragraph 7), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Builder shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

16. On behalf of the Builder, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Builder for the purpose of discussing the meaning of its contents.

The undersigned has executed this Letter of Representations solely in his or her capacity as authorized officer or representative of the Builder and he or she will have no personal liability arising from or relating to this Letter of Representations.

TH EAST RANCH LLC,
a California limited liability company
By: _____________________________
Name: ___________________________
Title: ____________________________
222
4912-2805-0387v3/024667-0213 F-1

EXHIBIT F

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
CLOSING CERTIFICATE OF ____________
Dated: _____, 2026
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)[(13)][(14)] of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Dublin (the “City”), for and on behalf of the City of Dublin Community Facilities No. 2023-1 (East Ranch) (the “District”), and Piper Sandler & Co. (the “Underwriter”), ____________, a ___________ (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Letter of Representations of _______________, executed by the Builder and dated _____, 2026 (the “Letter of Representations”), delivered by the Builder.

1. The undersigned is duly authorized to execute this Closing Certificate (the “Closing Certificate”) on behalf of the Builder.

2. [The Builder is duly authorized to execute, deliver and perform its obligations under a Builder Continuing Disclosure Certificate.]

3. [The Builder has duly executed and delivered the Builder Continuing Disclosure Certificate.]

4. The Builder has received the final Official Statement relating to the Bonds, dated ______, 2026 (the “Official Statement”). To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which has materially and adversely affected or is reasonably expected to materially and adversely affect the statements and information described in Paragraph [6][7] of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph [6][7] of the Letter of Representations) relating to the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entities (including, if material to the Builder’s development plan or the Builder’s financing plan, loans of such Relevant Entities) that, if not disclosed in the Official Statement for the purposes for which it is to be used , would make such statements and information contained in the Official Statement materially misleading.

5. To the Actual Knowledge of the Undersigned, the representations and warranties made by the Builder in the Letter of Representations are true and correct in all material respects on and as of the date hereof, with the same effect as if made on the date hereof, except that all references to the Preliminary Official Statement in the Letter of Representations shall be deemed references to the Official Statement.
223
4912-2805-0387v3/024667-0213 F-2

6. For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Affiliates of the Relevant Entities (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the information under the section[s] of the Preliminary Official Statement indicated in Paragraph 7 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 7 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Builder shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The undersigned has executed this Closing Certificate solely in his or her capacity as authorized representatives of the Builder and he or she will have no personal liability arising from or relating to this Closing Certificate.
______________________,
a ____________________
By: _____________________________
Name: ___________________________
Title: ____________________________
224
Jones Hall Draft of Sept. 25, 2026
PRELIMINARY OFFICIAL STATEMENT DATED [OCTOBER 7], 2026

NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $40,000,000*

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the “Bonds”), are being issued by the City of Dublin (the “City”) by and through its Community Facilities District No. 2023-1 (East Ranch) (the “District”). The Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Fiscal Agent Agreement dated as of October 1, 2026 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The Bonds are being issued to (i) construct and acquire certain facilities authorized for the District, (ii) fund capitalized interest on a portion of the Bonds through and including September 1, 2027, (iii) fund a debt service reserve fund for the Bonds, and (iv) pay costs of issuance of the Bonds. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2027. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the Bonds from proceeds of the Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” The District was formed in 2023 and the Bonds are the first and only series expected to be issued. Taxable property in the District is known as the “Francis Ranch” master planned community, and is being developed by merchant homebuilders Trumark and Taylor Morrison into 555 single-family residential units. Construction and sales activities are well-underway, with 195 of the planned 555 homes sold and closed to individual homeowners as of August 14, 2026 and additional home closings since that time. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS — Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF ALAMEDA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION.

THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds.

Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the Bonds.

The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall LLP, San Mateo, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall LLP, as Disclosure Counsel and Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney.

It is anticipated that the Bonds will be available for delivery to DTC on or about October 29, 2026*. [Piper logo]
The date of this Official Statement is ________, 2026. ____________ * Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Attachment 4
225

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026

MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(_______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.

CopyrightÓ 2026 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. None of the City, the Fiscal Agent or the Underwriter take any responsibility for the accuracy of the CUSIP data.

Attachment 4
226

CITY OF DUBLIN, CALIFORNIA
City Council
Sherry Hu, Mayor
Jean Josey, Vice Mayor
Michael McCorriston, Councilmember (District 1)
John Morada, Councilmember (District 3)
Kashef Qaadri, Councilmember
City Staff
Colleen Tribby, City Manager
Jeff Baker, Assistant City Manager
Hazel Wetherford, Assistant City Manager
Jay Baksa, Finance Director
Marsha Moore, MMC, City Clerk
____________________________

SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall LLP
San Mateo, California
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.

San Francisco, California
Special Tax Consultant
Goodwin Consulting Group, Inc.

Sacramento, California
Appraiser
Integra Realty Resources
San Francisco, California
Pricing Consultant
RCLCO Real Estate Consulting
Los Angeles, California
Fiscal Agent
U.S. Bank Trust Company, National Association
San Francisco, California
Attachment 4
227

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the District or the City, in any press release and in any oral statement made with the approval of an authorized officer of the District or the City, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions may identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the District or the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. All summaries of the Fiscal Agent Agreement or other documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT

TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.

SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER

MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND

OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE

HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

The City maintains an Internet website, but the information on that website is not incorporated in this Official Statement.

Attachment 4
228

TABLE OF CONTENTS
Page Page
INTRODUCTION ........................................... 1 SOURCES AND USES OF FUNDS .............. 6
THE BONDS.................................................. 7 Authority for Issuance ................................. 7 Description of the Bonds............................. 7 Redemption* ............................................... 8 Transfer or Exchange of Bonds ................ 11

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ....................................... 12 Special Taxes............................................ 12 Special Tax Methodology.......................... 13
Levy of Annual Special Tax; Maximum
Special Tax ............................................ 14 Special Tax Fund ...................................... 15 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure
............................................................... 16 Reserve Fund............................................ 18 Improvement Fund.................................... 19 No Additional Bonds, Except for Refunding
............................................................... 19 DEBT SERVICE SCHEDULE...................... 20
THE DISTRICT ............................................ 21 Location and Description of the District and
the Immediate Area................................ 21
Environmental Matters .............................. 23 Development in the District ....................... 23

OWNERSHIP OF PROPERTY WITHIN THE
DISTRICT .................................................... 24 Current Ownership.................................... 24 Trumark..................................................... 24 Arroyo Land Bank ..................................... 29 Taylor Morrison ......................................... 29 Taylor Morrison’s Land Bank Arrangement
............................................................... 30

VALUE OF PROPERTY WITHIN THE
DISTRICT .................................................... 33 Assessed Valuations................................. 33 The Appraisal............................................ 33 Value to Special Tax Burden Ratios ......... 37
Overlapping Liens and Priority of Lien ...... 41
Estimated Tax Burden on Single-Family
Home...................................................... 43 Special Tax Collections; No Teeter Plan... 45
SPECIAL RISK FACTORS .......................... 46
Limited Obligation of the City to Pay Debt
Service ................................................... 46 Concentration of Ownership...................... 46
Appraised Values...................................... 46 Property Values and Property Development
............................................................... 47 Property Values and Property Development
............................................................... 50 FDIC/Federal Government Interests in
Properties............................................... 51 Bankruptcy and Foreclosure Delays ......... 52
Parity Taxes and Special Assessments;
Private Debt ........................................... 53 Tax Delinquencies..................................... 54 No Acceleration Provisions ....................... 55
Ballot Initiatives ......................................... 55 Voter Initiatives.......................................... 55 Pandemic Diseases .................................. 56 Cyber Security........................................... 56 Potential Early Redemption of Bonds from
Prepayments .......................................... 57

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 57
CONTINUING DISCLOSURE...................... 58
The City..................................................... 58 Trumark..................................................... 58 UNDERWRITING......................................... 59 MUNICIPAL ADVISOR ................................ 59
LEGAL OPINION ......................................... 59 TAX MATTERS............................................ 59 NO RATINGS............................................... 61 NO LITIGATION........................................... 61 PROFESSIONAL FEES............................... 61
EXECUTION ................................................ 61 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL
APPENDIX C – THE CITY OF DUBLIN AND ALAMEDA COUNTY
APPENDIX D – FORM OF OPINION OF BOND COUNSEL
APPENDIX E – FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – PRICE POINT STUDY
APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM
Attachment 4
229
1 OFFICIAL STATEMENT
$40,000,000*

CITY OF DUBLIN
COMMUNITY FACILITIES DISTRICT NO. 2023-1 (EAST RANCH)

SPECIAL TAX BONDS
SERIES 2026
This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Dublin (the “City”) by and through its Community Facilities District No. 2023-1 (East Ranch) (the “District”) of the bonds captioned above (the “Bonds”).

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See APPENDIX F.

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City is located in the East Bay region of the San Francisco Bay Area, within the Amador Valley portion of the Tri-Valley (comprising San Ramon Valley, Amador Valley and Livermore Valley) area of southern Alameda County (the “County”). The City lies approximately 35 miles east of the City of San Francisco. Access to San Francisco is provided by the San Francisco Bay Bridge. For additional information on the City and the County, see APPENDIX C.

The District. On October 17, 2023, the City Council (the “City Council”) of the City adopted Resolution No. 111-23 (the “Resolution of Intention”), stating its intention to form the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing with Section 53311, of the California Government Code (the “Act”). On December 5, 2023, the City Council adopted Resolution No. 121-23 (the “Resolution of Formation”) to form the District, to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

The City Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the District in the maximum principal amount of not to exceed $67,000,000. ______________________________
* Preliminary; subject to change.

Attachment 4
230
2 Authority for Issuance of the Bonds. The Bonds are issued pursuant to the Act, a resolution adopted by the City Council on [October 6], 2026 (the “Resolution of Issuance”) and a Fiscal Agent Agreement dated as of October 1, 2026 (the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2027. The Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of Bonds. The Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. Payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Use of Proceeds. Proceeds of the Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain public infrastructure improvements (the “Improvements,” as described herein) as part of the development being undertaken by the merchant builders described below. The Improvements consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District and the surrounding area, as well as park and open space improvements.

Proceeds of the Bonds will also be used to fund a debt service reserve fund for the Bonds, fund capitalized interest on a portion of the Bonds through and including September 1, 2027, and pay costs of issuance.

Development in the District; Merchant Builders and Land Banks. Taxable property in the District is known as the “Francis Ranch” master planned community, and is being developed by merchant homebuilders TH East Ranch Dublin LLC, a California limited liability company (“Trumark”) and Taylor Morrison of California, LLC, a California limited liability company (“Taylor Morrison” and together with Trumark, the “Merchant Builders”) into 555 single-family residential units. Trumark is developing 385 taxable parcels into single-family homes in 4 neighborhoods (Azure, Jasmine, Marigold and Orchid). Taylor Morrison is developing the remaining 170 taxable parcels into single-family homes in 2 neighborhoods (Primrose and Larkspur). Of the 555 total planned taxable homes/lots in the District, 504 received a final map as of August 14, 2026. The final map for neighborhood 6 (51) lots is expected by [the end of 2026]. There are an additional 18 lots being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds.

In connection with its development activities in the District, Trumark has entered into a land-banking arrangement with Arroyo Cap IV 3, LLC, a Delaware limited liability company (the “Arroyo Land Bank”), pursuant to which Trumark has the option, but not the obligation, to takedown lots from the Arroyo Land Bank pursuant to a pre-arranged take-down schedule. While lots Attachment 4
231
3 are under option to be taken down by Trumark, Trumark remains responsible for paying all property taxes on the optioned property, including the Special Taxes.

In connection with its development activities in the District, Taylor Morrison has entered into a land-banking arrangement with KL LB BUY4 LLC, a Delaware limited liability company (the “KL Land Bank”), pursuant to which Taylor Morrison has the option, but not the obligation, to take-down lots from the KL Land Bank pursuant to a pre-arranged take-down schedule. While lots are under option to be taken down by Taylor Morrison, Taylor Morrison remains responsible for paying all property taxes on the optioned property, including the Special Taxes.

Construction and sales activities in the District are well-underway by both Trumark and Taylor Morrison. A summary of development as of August 14, 2026 is set forth in the following table. For additional details. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Status of Development in the District
(555 Taxable Units)(1)
As of August 14, 2026
Product Line - Trumark
Total
Units(1)
Sold and closed
to individuals
Completed
Homes Not
Yet Closed(4)
Under
construction
Finished
Lots
Remaining
Azure 96 53 3 40 0
Jasmine 96 12 5 11 68
Marigold 94 30 3 30 31
Orchid 99 27 3 47 22
Total – Trumark(2) 385 122 14 128 121
Product Line – Taylor Morrison
Primrose 85 41 9 20 15
Larkspur 85 32 1 34 18
Total – Taylor Morrison(3) 170 73 10 54 33
Grand Total 555 195 24 182 154
_____________________
(1) Excludes the 18 parcels being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds. (2) Includes lots owned by, or under option to, Trumark. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT - Trumark” for a discussion of the Arroyo Land Bank and the most recent status of development within the District for the property owned by or under option to Trumark. (3) Includes (i) lots owned by, or under option to, Taylor Morrison and (ii) lots (one in Primrose and one in Larkspur) that were sold to the Model Home Company. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT - Taylor Morrison” for a discussion of the KL Land Bank and the Model Home Company and the most recent status of development for such property.
(4) Includes model homes.

Source: Merchant Builders.

Security and Source of Payment of the Bonds. As security for the payment of the Bonds, a special tax applicable to each taxable parcel in the District will be levied and collected according to the tax liability determined by the City Council through the application of the Rate, Method of Apportionment, and Manner of Collection of Special Tax for the District (the “Rate and Method”). The Rate and Method is set forth in its entirety in APPENDIX A hereto. Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until all special tax bonds for the District have been repaid; provided, that in no event shall the Facilities Special Tax be levied after Fiscal Year 2063-64. Pursuant to the Rate and Method, a “Services Special Tax” is also levied on taxable property within the District to pay for authorized services. Only the Attachment 4
232
4 “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS – Special Tax Methodology.”
The Bonds are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of Priority Administrative Expenses, but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. As defined in the Fiscal Agent Agreement, “Priority Administrative Expenses” means for each Fiscal Year the sum of (i) $25,000 in Fiscal Year 2026-27, escalating at 2% per Fiscal Year thereafter, plus (ii) the administration charge of the County (currently at 1.7%).

The Special Taxes represent liens on the parcels of land subject to the Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property.

The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” No Additional Bonds, Except for Refunding. In the Fiscal Agent Agreement, the City covenants not to issue additional special tax bonds payable from the Special Tax Revenues equally and ratably with the Bonds, except to refund all or part of the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – No Additional Bonds, Except for Refunding.” Reserve Fund. In connection with the issuance of the Bonds, a debt service reserve fund (the “Reserve Fund”) is being established under the Fiscal Agent Agreement and held by the Fiscal Agent for the benefit of the owners of the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” If there are additional delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the Bonds or supplement the Reserve Fund.

Price Point Study. To ascertain estimated effective tax rates for the 555 taxable parcels developing within the District, the City commissioned RCLCO to conduct a Price Point Study at the time of formation of the District in 2023 and then to provide an updated price point study in connection with the issuance of the Bonds. The Updated Price Point Study dated September 15, 2026 (the “Price Point Study”) evaluated residential pricing within the “Francis Ranch” development (i.e., the District). The study analyzed both homes sold to date and projected future sales across the development’s six residential neighborhoods and concluded that the combined ad valorem tax rate and CFD special tax burden is expected to average approximately 1.48% of home values, with individual neighborhoods ranging from 1.47% to 1.49%. Based on current and projected pricing, the study found that the total tax burden remains below the City’s 1.58% policy threshold for special tax financing, supporting the issuance of the Bonds. The Price Point Study should be reviewed in its entirety and is attached as “APPENDIX G – PRICE POINT STUDY.” Composite Value of Property. Property in the District is security for the Special Tax.

For Fiscal Year 2026-27, 69 taxable parcels had a complete assessed value on the County’s property tax roll for Fiscal Year 2026-27, totaling an aggregate $166,295,689. For the remaining 486 taxable parcels in the District, the City authorized the preparation of an appraisal report (the “Appraisal”) by Integra Realty Resources (the “Appraiser”), which sets forth an aggregate value Attachment 4
233
5 of $659,346,000, as of August 14, 2026 (the “Date of Value”). Accordingly, the estimated composite value of all 555 taxable parcels in the District was $825,641,689 (the “Composite Value”).

The appraised values assume the Bonds are reimbursing existing completed improvements and accounts for the impact of the lien of the Special Tax and adds the estimated bond amount to the value of property. With respect to the 486 taxable parcels appraised, there were 150 completed single-family homes, for which the Appraiser provided a “not less than value” based on the smallest floorplan constructed within each subdivision appraised. In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the Bonds to reimburse for completed Improvements. The Improvements to be paid for with proceeds of the Bonds are now complete. See “VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal” and APPENDIX B.

The Composite Value of the 555 taxable parcels in the District is approximately 20.64* times the $40,000,000* aggregate principal amount of the Bonds; there is no overlapping landsecured debt. This is an average, and individual parcels may vary widely from the average. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the Bonds.

Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the funds established and pledged to the Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the City. The Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds other than from the proceeds of the Special Taxes and the money in the funds established and pledged to the Bonds, as provided in the Fiscal Agent Agreement.

Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the offices of the Fiscal Agent or the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither ______________________________
* Preliminary; subject to change.

Attachment 4
234
6 delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof.

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the Bonds follows:

Estimated Sources of Funds:

Principal Amount of Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to Reserve Fund(1)
Deposit to Capitalized Interest Fund(2)
Costs of Issuance(3)
Total $
(1) Equal to the initial Reserve Requirement for the Bonds. (2) Capitalized interest is being funded on a portion of the Bonds through September 1, 2027. (3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the special tax administrator, appraiser, price point consultant, and municipal advisor, Underwriter’s discount, and other costs of issuance.

Attachment 4
235
7 THE BONDS
Authority for Issuance
The Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

On October 17, 2023, the City Council of the City adopted a Resolution of Intention, stating its intention to form the District under the Act, to form the District, to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District. On December 5, 2023, the City Council of the adopted the Resolution of Formation.

The City Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the District in the maximum principal amount of not to exceed $67,000,000.

The Bonds represent the first series of special tax bonds issued under the bond authorization for the District and additional parity bonds are only permitted for refunding purposes.

Description of the Bonds
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.

The Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2027. The principal of the Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal designated corporate trust office of the Fiscal Agent in San Francisco, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the Bonds; provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers under the book-entry system maintained by DTC.

Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Calculation and Payment of Interest. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent Attachment 4
236
8 at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Redemption*
Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
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
Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
__________
* Preliminary; subject to change.

Attachment 4
237
9 Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective Owners of any Bonds designated for redemption, at Attachment 4
238
10 their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and bond number of each Bond to be redeemed or will state that all Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, will state as to any Bond called in part the principal amount thereof to be redeemed, and will require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of Bonds and such notice may 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.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds of any maturity, the City will select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate that results in relatively uniform debt service. Upon surrender of Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered 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.

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 are deposited in the Bond Fund, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Attachment 4
239
11 Transfer or Exchange of Bonds
So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds will be made in accordance with DTC procedures. See “APPENDIX H – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent.

Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of Bonds will be required to be made (i) within 15 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.

Attachment 4
240
12 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds are payable from and secured by the “Special Tax Revenues,” which is defined as proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of a Priority Administrative Expenses. All of the Special Tax Revenues and all moneys deposited in the Bond Fund and Special Tax Fund, until disbursed as provided herein are pledged to secure the repayment of the Bonds. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement. As defined in the Fiscal Agent Agreement, “Priority Administrative Expenses” means for each Fiscal Year the sum of (i) $25,000 in Fiscal Year 2026-27, escalating at 2% per Fiscal Year thereafter, plus (ii) the administration charge of the County (currently at 1.7%).

A Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax amount determined by the City Council through the application of the Rate and Method administered by Goodwin Consulting Group, Inc. (the “Special Tax Administrator”) and set forth in APPENDIX A hereto. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within the District, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Rate and Method approved by the City. See “Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District, which is set forth in the Rate and Method. Under the Rate and Method, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the maximum approved amount. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Rate and Method apportions the Annual Facilities Costs (as defined in the Rate and Method and described below) among the taxable parcels of real property within the District according to the rate and methodology set forth in the Rate and Method. See “Special Tax Attachment 4
241
13 Methodology” below. See also “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The City may levy the Special Tax up to the amount of the “Maximum Facilities Special Tax” set forth in the Rate and Method, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Facilities Special Tax Requirement (as defined below). Because each Special Tax levy is limited to the Maximum Facilities Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Annual Facilities Costs will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes.

Special Tax Methodology
Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method.

Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until all special tax bonds for the District have been repaid; provided, that in no event shall the Facilities Special Tax be levied after Fiscal Year 2063-64. Pursuant to the Rate and Method, a “Services Special Tax” is also levied on taxable property within the District to pay for authorized services. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method.

Determination of Facilities Special Tax Requirement. Each year, the City will determine the Facilities Special Tax Requirement for the District for the upcoming Fiscal Year.

The “Facilities Special Tax Requirement” defined in the Rate and Method includes the following amounts (less any available earnings on any reserve fund, special tax funds, available capitalized interest or any other available revenues): (i) to pay principal and interest on Bonds; (ii) to replenish reserve funds; (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (iv) to pay Administrative Expenses, and (v) to pay the costs of Authorized Facilities to be funded directly from Facilities Special Tax proceeds to the extent that paying directly for such costs does not increase the Facilities Special Taxes levied on Final Map Property or Undeveloped Property.

The Facilities Special Tax Requirement is the basis for the amount of Special Tax to be levied each Fiscal Year within the District. In no event may the City levy a Special Tax in any year above the Maximum Facilities Special Tax identified for each parcel in the Rate and Method.

Limitation on Increases in Levy of Facilities Special Tax. If owners are delinquent in the payment of Facilities Special Taxes, the City may not increase Facilities Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Facilities Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private Attachment 4
242
14 residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.” Duration of the Facilities Special Tax. The Facilities Special Tax will be levied and collected (up to maximum allowable amount) until all special tax bonds for the District have been repaid; provided, that in no event shall the Facilities Special Tax be levied after Fiscal Year 2063-

64. Prepayment of the Facilities Special Tax. The Rate and Method provides that the Facilities Special Tax obligation applicable to a parcel may be prepaid and the obligation of the parcel to pay the Facilities Special Tax permanently satisfied, provided that there are no delinquent Special Taxes with respect to the parcel at the time of prepayment. An owner of a parcel intending to prepay the Facilities Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such parcel. Prepayment must be made not less than 60 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Facilities Special Taxes. The prepayment amount is calculated pursuant to the formula set forth in the Rate and Method and generally consists of the Bond Redemption Amount, Remaining Facilities Amount, Redemption Premium, Defeasance Requirement, and Administrative Fees and Expenses, less any applicable Reserve Fund Credit, all as more particularly described in the Rate and Method set forth in APPENDIX A.

Levy of Annual Special Tax; Maximum Special Tax
The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of the District, and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the maximum identified for each parcel in the Rate and Method.

The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method.

The Special Tax will be levied each year by calculating the amount needed to be generated by all Taxable Parcels in the District to total the Facilities Special Tax Requirement, as described above. The Special Tax (up to the maximum allowable amount) will be levied against each Taxable Parcel according to a priority: first, all “Developed Parcels” in the District receive a levy, if additional amounts are needed, a levy is made against each “Parcel of Final Map Property” in the District, then each “Undeveloped Parcel” in the District. For single-family detached property, Developed Parcels are parcels shown on a Final Small Lot Subdivision Map recorded prior to June 1 of the preceding Fiscal Year. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
Attachment 4
243
15 The Maximum Special Tax for developed property, final map property, and undeveloped property for fiscal year 2026-27 is provided in the table below. For additional details, see APPENDIX A.

City of Dublin
Community Facilities District No. 2023-1
Facilities Special Tax Rates
For Fiscal Year 2026-27(1)
Developed Property Final Map Property Undeveloped Property Tax Zone Single Family Other Property SFD Lot
Tax Zone 1 $6,208 per Unit $30,500 per Acre $6,208 per SFD Lot $30,500 per Acre Tax Zone 2 $4,882 per Unit $38,133 per Acre $4,882 per SFD Lot $38,133 per Acre Tax Zone 3 $4,669 per Unit $30,434 per Acre $4,669 per SFD Lot $30,434 per Acre Tax Zone 4 $3,980 per Unit $35,056 per Acre $3,980 per SFD Lot $35,056 per Acre Tax Zone 5 $3,502 per Unit $40,201 per Acre $3,502 per SFD Lot $40,201 per Acre Tax Zone 6 $2,122 per Unit $40,722 per Acre $2,122 per SFD Lot $40,722 per Acre (1) On July 1 each fiscal year, the figures shown in the table above shall be increased by two percent of the amount in effect for the prior fiscal year.

Source: Goodwin Consulting Group, Inc.

The Special Tax is authorized to be levied annually in an amount not to exceed the Maximum Annual Facilities Special Tax levy as described in the Rate and Method notwithstanding that a lower amount would be sufficient to pay debt service on the Bonds. The Rate and Method provides a mechanism whereby the City may utilize excess Special Tax collected as the pay-asyou-go component available to pay for and/or reimburse developers for City acquisition of Improvements not funded by proceeds of bonds issued for the District. Proceeds of the annual Special Tax levy will first be used to pay the Facilities Special Tax Requirement other than payas-you-go expenditures. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Rate and Method.

Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenues, if any, as described below, which amounts are not pledged to the Bonds.

Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

As soon as practicable after the receipt by the City of any Special Tax Revenues, other than as a result of Prepayments, or the transfer of amounts to the Special Tax Fund pursuant to the terms of the Fiscal Agent Agreement, but no later than 10 Business Days after such receipt or transfer, the Finance Director shall withdraw from the Special Tax Fund and transfer to the Fiscal Agent for deposit: (i) in the Bond Fund, an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds during the then-current Bond Year; (ii) in the Reserve Fund, an amount, taking into account amounts then on deposit in the Reserve Fund, so that the amount in the Reserve Fund equals the Reserve Requirement with respect to each series Attachment 4
244
16 of Bonds. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2nd of each year transfer to the Surplus Account the amount remaining in the Special Tax Fund, whereupon such moneys transferred shall be free of the pledge for payment of the Bonds.

Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought 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 the District to the amount of Special Tax Revenues theretofore received by the City, and:
• Individual Delinquencies if the Finance Director determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes for two or more years, 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; and
• Aggregate Delinquencies if the Finance Director determines that the total amount of delinquent Special Taxes for the entire District (including the total of delinquencies under subsection above), exceeds five percent (5%) of the total Special Taxes levied on all parcels in the District 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 the District for which a Special Tax delinquency remains uncured.

Notwithstanding any of the foregoing, in certain instances the amount of Special Taxes delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax Attachment 4
245
17 delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

Notwithstanding the foregoing, the City may determine not to initiate foreclosure proceedings if (a) the amount in the Reserve Fund is equal to the Reserve Requirement, and (b) there have been no defaults in the payment of debt service on the Bonds.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes.

The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special Tax rates set forth in the Rate and Method, the City may adjust the Special Taxes levied on all property within the District subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. However, such adjustment is subject to the Maximum Annual Facilities Special Tax and to the limitation described under the caption “–Special Tax Methodology” above.

Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Overlapping Liens and Priority of Lien.”
No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is Attachment 4
246
18 entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Reserve Fund
In connection with the issuance of the Bonds, the Reserve Fund is being established under the Fiscal Agent Agreement, to be held by the Fiscal Agent for the benefit of the Bonds. Upon delivery of the Bonds, the Fiscal Agent will deposit an amount of the proceeds into the Reserve Fund so that the amount therein equals the “Reserve Requirement,” which means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the Bonds; (ii) Maximum Annual Debt Service on the Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that— (a) the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds;
(b) in no event shall the City be obligated to deposit an amount in the Reserve Fund 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, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement with respect to the Bonds by depositing a Qualified Reserve Fund Credit Instrument.

The City has the right to cause the Fiscal Agent to release cash from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or directpay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such Attachment 4
247
19 instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account, the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess. The Finance Director shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with the Fiscal Agent Agreement; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds, such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.

Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund. Upon completion of the Improvements and payment to the Merchant Builders or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed.

No Additional Bonds, Except for Refunding
In the Fiscal Agent Agreement, the City covenants not to issue additional special tax bonds payable from the Special Tax Revenues equally and ratably with the Bonds, except that the City may issue bonds to refund all or part of the Bonds.

Attachment 4
248
20 DEBT SERVICE SCHEDULE
The annual debt service on the Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement and assuming no early redemptions, is set forth below. The Bonds were sized to maintain debt service coverage of at least 110% from Maximum Special Tax Revenues net of Priority Administration, assuming no delinquencies or prepayments thereof.

City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Special Tax Bonds, Series 2026
Debt Service Schedule
Year Ending
(Sept. 1) Principal Interest Total
2027(1)
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
Total
____________
(1) Interest is being capitalized on a portion of the Bonds through September 1, 2027.

Source: Underwriter.

Attachment 4
249
21 THE DISTRICT
Location and Description of the District and the Immediate Area General. The Merchant Builders are developing 555 single family residential homes within the District that will be subject to the Special Tax. Sitework is substantially complete and vertical construction is underway. The project, being marketed as “Francis Ranch,” is located both east and west of Croak Road, north of Central Parkway, within the City. The Merchant Builders are offering a total of six different product lines within the community. Trumark is developing 385 taxable parcels into single-family homes in 4 neighborhoods (Azure, Jasmine, Marigold and Orchid). Taylor Morrison is developing the remaining 170 taxable parcels into single-family homes in 2 neighborhoods (Primrose and Larkspur). There are an additional 18 parcels being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds.

In addition to the residential units being constructed, the project includes 2 public parks and a 2-acre public/semi-public open space site.

Construction and sales activities in the District are well-underway by both Trumark and Taylor Morrison. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” Map. An aerial overview map showing the boundary of the District is shown on the following page.

Attachment 4
250
22 [Aerial Overview Map]
Attachment 4
251
23 Environmental Matters
Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 06001C0329G, with an effective date of August 3, 2009), the developable portions of the Property are located within Flood Zone X (outside of the 500-year floodplains).

Fire Hazard Risk. The property is in a Local Responsibility Area (LRA), meaning the financial responsibility of preventing and suppressing wildfires is primarily the responsibility of a Local agency (City of Dublin). The Fire and Resource Assessment Program of CAL FIRE has classified areas of the District’s County by Fire Hazard Severity Zone. The property’s area has been classified as a moderate/high area of concern.

Seismic Conditions. All properties in California are subject to some degree of seismic risk. The Alquist-Priolo Earthquake Fault Zoning Act was enacted by the State of California in 1972 to regulate development near active earthquake faults. The Act required the State Geologist to delineate “Earthquake Fault Zones” (formerly known as “Special Studies Zones”) along known active faults in California. Cities and counties affected by the identified zones must limit certain development projects within the zones unless geologic investigations demonstrate that the sites are not threatened by surface displacement from future faulting. According to information from the California Department of Conservation and the California Geological Survey, the subject is not located within an Alquist-Priolo Special Studies Zone. A portion of subject is located in a liquefaction and landslide zone.

Development in the District
Entitlements. Taxable property in the District encompasses approximately 166 acres, developing into 555 single-family residential homes. Of the 555 total planned homes/lots in the District, 504 received a final map as of August 14, 2026. The final map for the final 51 lots (Village 6) is expected by [the end of 2026].

Backbone and In-tract Improvements. The backbone and in-tract infrastructure required for all 555 homes in the District is substantially complete.

Utilities. All typical urban utility services for finished lots are available at the lots or will be extended to the lots. These utilities include electric power, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. Dublin San Ramon Services District (DSRSD) provides water and sewer service. Pacific Gas & Electric Company (PG&E) provides electricity and natural gas. Local phone and internet services are provided by Xfinity and AT&T.

Planned Development by Merchant Builders. Trumark is developing 4 neighborhoods in the District while Taylor Morrison is developing 2 neighborhoods. A summary of their planned development activities in the District for each Merchant Builder is described herein under “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Attachment 4
252
24 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

The Merchant Builders have provided the information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” No assurance can be given that all information is complete. There may be material adverse changes to this information after the date of this Official Statement.

No assurance can be given that development of the taxable property within the District will be completed, or that it will be completed in a timely manner, as described herein. The Special Taxes are not personal obligations of the Merchant Builders or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein.

Current Ownership
As of August 14, 2026, ownership of the taxable parcels in the District consisted of individual homeowners (195 parcels), Trumark / Arroyo Land Bank (263 parcels, combined) and Taylor Morrison / KL Land Bank / Model Home Company (97 parcels, combined). Additional home closings have occurred since such date.

Trumark
General. Four of the six neighborhoods in the District are being developed by TH East Ranch Dublin LLC, a California limited liability company (previously defined as “Trumark”).

Trumark is a single-purpose entity whose sole member and manager is Trumark Homes LLC, a California limited liability company (“Trumark Homes”). Founded in 1988, Trumark Homes and its affiliated entities have developed a broad portfolio of residential communities including single family detached homes, townhomes and master planned communities in California and other western markets. Since its founding, Trumark Homes has developed more than 8,000 residential lots. In February 2020, Daiwa House USA Inc., a wholly owned subsidiary of Osaka, Japan based Daiwa House Industry Co., Ltd., acquired a majority equity interest in Trumark Companies LLC (Trumark Homes’ then parent) and Trumark Homes became a subsidiary of Daiwa House USA Inc. Daiwa House Industry Co., Ltd is Japan’s largest homebuilder and is a publicly-listed company listed on the Tokyo Stock Exchange and the Osaka Securities Exchange under the ticker symbol “DWAHY.”
The Northern California division of Trumark Homes, based in San Ramon, California is responsible for its development in the District.

Floor Plans, Base Pricing and Development Status. The following tables summarize the planned development by Trumark of its 385 units in the District subject to the Special Tax.

Attachment 4
253
25 Development in the District – Trumark
(385 Taxable Units)(1)(2)
Floor Plan Summary
As of August 14, 2026
Product Line
Living
Area
(SF) Bedrooms Bathrooms Stories Garage
Typical
Lot Size
(SF)
Builder's
Base Price
Monthly
HOA
Dues
Azure $345
Residence 1 3,650 4 5.5 Two 2-Car 5,000 $2,495,000
Residence 2 3,813 4 5.5 Two 2-Car 5,000 2,585,000
Residence 3 3,799 4 5.5 Two 2-Car 5,000 2,670,000
Jasmine $500
Residence 1 / Townhomes 1,970 4 3.5 Two 2-Car 2,265 $1,150,000 Residence 2 / Townhomes 2,072 4 3.5 Three 2-Car 2,265 1,190,000 Residence 1 / Duets 1,921 3 2.5 Two 2-Car 2,265 1,260,000 Residence 2 / Duets 1,934 3 3.0 Two 2-Car 2,265 1,390,000 Marigold $544
Residence 1 2,470 4 3.0 Two 2-Car 3,780 $1,750,000
Residence 2 2,625 4 3.0 Two 2-Car 3,780 1,840,000
Residence 3 2,612 4 3.0 Two 2-Car 3,780 1,870,000
Orchid $345
Residence 1 4,398 4 5.5 Two 2-Car 6,500 $2,860,000
Residence 2 4,654 5 5.5 Two 2-Car 6,500 2,895,000
Residence 3 4,838 5 5 + 2 half Two 2-Car 6,500 2,975,000 Product Line
Total
Units(1)
Sold and closed
to individuals
Completed
Homes Not
Yet Closed
Under
construction
Finished
Lots
Remaining
Azure – Tax Zone 2 96 53 3 40 0
Jasmine – Tax Zone 6 96 12 5 11 68
Marigold – Tax Zone 5 94 30 3 30 31
Orchid – Tax Zone 1 99 27 3 47 22
Total 385 122 14 128 121
_____________________
(1) Includes 124 units/lots owned by the Arroyo Land Bank. There is no guarantee that Trumark will acquire such units as planned.
(2) Excludes the 18 parcels being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds.

Source: Trumark.

As of August 14, 2026, 63 homes subject to the Special Tax within Trumark’s portion of the District had been sold to individual homebuyers but had not closed escrow.

Trumark’s development expectations described above are based on Trumark’s current plans, which may change due to changes in economic and market conditions or other factors. No assurance can be given that land acquisition, home construction and sales will be carried out on the schedule and according to the plans described herein, or that the land acquisition, home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Trumark reserves the right to change its development at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation by the homebuyer. See “SPECIAL RISK FACTORS” for a discussion of risk factors.”
Attachment 4
254
26 Financing Plan. Through August 31, 2026, Trumark had expended approximately $491 million on land acquisition costs, site development costs (inclusive of the cost to acquire the 170 lots subsequently conveyed to Taylor Morrison), permits and impact fees, home construction costs, and other development, marketing and sales costs (exclusive of internal financing repayment, corporate overhead and other carry costs) related to its related to its development in the District. Trumark expects to spend approximately $259 million in additional land acquisition (related to the takedown of lots from the Arroyo Land Bank), site development costs, permit and impact fees, home construction costs, and other development, marketing and sales costs (exclusive of corporate overhead and other carry costs) between September 1, 2026 and full build-out of the residences proposed to be constructed by Trumark in the District.

Trumark expects to use a combination of home sales revenue, proceeds of the Bonds, and borrowings under the Credit Facility (defined below) to complete its development in the District. However, home sales revenues from Trumark’s activities in the District are not segregated and set aside for completing its development activities in the District.

As of August 31, 2026, Trumark’s parent, Trumark Homes, was a party to a $250 million secured revolving credit facility with Western Alliance Bank (the “Credit Facility”) which matures in March 2029. The Credit Facility provides working capital and letter of credit capacity. Trumark Homes’ obligations under the Credit Facility are secured by liens on substantially all of its personal property and a significant portion of its owned real properties. Not only is the Credit Facility secured by and available to finance the development and construction of homes on the property owned by Trumark within the District, but is also available to finance and be secured by projects under development by other subsidiaries of Trumark Homes. The Credit Facility contains certain covenants, including negative and financial covenants, with which Trumark Homes is required to comply and which may limit the amount Trumark Homes may borrow or have outstanding at any time. As of August 31, 2026, Trumark Homes satisfied the conditions that would allow it to borrow up to $236 million, of which $156 million in borrowings was outstanding, leaving $80 million available under the Credit Facility to be drawn as of such date. Trumark Homes’ ability to renew the Credit Facility in the future is dependent upon a number of factors including the state of the commercial lending environment, the willingness of banks to lend to homebuilders and Trumark Homes’ financial condition and strength.

Although Trumark expects to have sufficient funds available to complete its development in the District as described in this Official Statement, no assurance can be given that amounts necessary to fund the remaining development costs will be available to Trumark when needed.

Neither Trumark, nor other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Trumark’s property in the District. Any contributions by Trumark or any other entity or person to fund the costs of such development are entirely voluntary. Trumark has no legal obligation to Bond Owners to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes.

If and to the extent the aforementioned sources of funds are inadequate to pay the costs to complete the planned development by Trumark within the District and other financing is not put into place, there could be a shortfall in the funds required to complete the remaining planned development by Trumark or to pay ad valorem property taxes or Special Taxes related to Trumark’s property in the District and the remaining portions of such development may not be completed. Many factors beyond Trumark’s control, or a decision by Trumark to alter its current plans, may cause the actual sources and uses to differ from the projections.

Attachment 4
255
27 Trumark’s Land Bank Arrangement. In connection with its development activities in the District, Trumark and Arroyo Cap IV-3 LLC (previously defined as the “Arroyo Land Bank”) entered into an Option Agreement, dated September 28, 2023 (as amended, the “Arroyo Option Agreement”) whereby Trumark has the option, but not the obligation, to purchase 488 residential lots within the District from (the “Arroyo Land Bank Lots”) pursuant to a takedown schedule.

The Arroyo Land Bank Lots include the 18 lots being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds and lots being developed by Taylor Morrison, all of which have been taken down and conveyed to Taylor Morrison.

In addition to and concurrent with the Arroyo Option Agreement, Trumark Construction Services, Inc. (the “Contractor”), an affiliate of Trumark, and the Arroyo Land Bank entered into a Construction Agreement (the “Arroyo Construction Agreement”), whereby the Arroyo Land Bank engaged the Contractor to construct improvements on and for the benefit of the Arroyo Land Bank Lots necessary to bring the lots into finished lot condition and reimburse the Contractor for such development costs up to a guaranteed maximum aggregate contract amount.

Under the Arroyo Construction Agreement, the Contractor has agreed to use commercially reasonable efforts to construct all of the on-site and off-site improvements and obtain the requisite governmental permits and approvals necessary to construct homes on the Arroyo Land Bank Lots pursuant to a construction schedule and the Arroyo Land Bank has agreed to reimburse the Contractor for such development costs up to a guaranteed maximum aggregate contract amount.

As of August 14, 2026, Other than in-tract landscaping, common area parks, all of the work required by the Arroyo Construction Agreement is substantially complete.

As of August 14, 2026, Trumark had acquired 358 of the 488 Arroyo Land Bank Lots, with the remaining 130 Arroyo Land Bank Lots (inclusive of six lots being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds) expected to be acquired by Trumark in five takedowns through August 31, 2027. There is no guarantee that the remaining 130 Arroyo Land Bank Lots will be acquired by Trumark as planned.

The following table reflects Trumark’s expected schedule for acquiring the remaining 130 Arroyo Land Bank Lots:

Attachment 4
256
28 Projected Remaining Unit Takedown Schedule
Arroyo Option Agreement
(As of August 14, 2026)
Takedown Date (1)
Construction
Phases
Units
Scheduled
to be
Acquired(2)
10/31/26 Phases 25-27 28
01/31/27 Phases 28-30 34
04/30/27 Phases 31-33 27
07/31/27 Phases 34-36 20
08/31/27 Phases 37-39 21
130
(1) Takedown date is the last calendar day of the month. (2) Includes six (6) parcels being developed by Trumark as below-market rate (BMR) housing units, which are not subject to the Special Tax and do not constitute security for the Bonds.

Source: Trumark.

To Trumark’s actual knowledge, it is not in default under the Arroyo Option Agreement.

However, there is no guarantee that Trumark will acquire the remaining units from the Arroyo Land Bank as planned.

Under the terms of the Arroyo Option Agreement, the Arroyo Land Bank agreed to provide Trumark the exclusive right and option to purchase all 488 residential units comprising the Arroyo Land Bank Lots in consideration for (a) an initial option payment, which payment has been made to the Arroyo Land Bank; (b) the covenants of Trumark to timely pay the option payments under the Arroyo Option Agreement on a monthly basis in arrears; and (c) upon exercise of the option, the payment of the purchase price for each set of units acquired.

In addition, pursuant to the Arroyo Option Agreement and with some limitations, the Arroyo Land Bank has granted Trumark a license to enter upon the property to construct homes before it acquires the units from the Arroyo Land Bank. To date, Trumark has obtained building permits for and commenced construction of homes on lots owned by the Arroyo Land Bank and Trumark’s plan is to continue to obtain building permits for and commence home construction on some or all of the remaining units prior to acquiring them from the Arroyo Land Bank.

The option under the Arroyo Option Agreement expires on the earlier of (i) the last date permitted for the final takedown specified on the takedown schedule (August 31, 2027) and the expiration of any applicable cure period, or (ii) the date Trumark has acquired all of the Arroyo Land Bank Lots in accordance with the Arroyo Option Agreement. The failure to timely acquire units could result in the termination of the option and Trumark will no longer have a right to purchase any of the remaining units under the Arroyo Option Agreement. The Arroyo Option Agreement does provide Trumark a one-time option to acquire all of the units at once. In the event that Trumark does not exercise its option, the Arroyo Land Bank being an investor only and not a homebuilder, would likely attempt to sell such units to another merchant builder. See the caption “—The Arroyo Land Bank” below.

During the term of the Arroyo Option Agreement and the Arroyo Construction Agreement, Trumark is obligated to pay all property taxes and carry-costs related to the Arroyo Land Bank Lots owned by the Arroyo Land Bank, including but not limited to the Special Tax.

Attachment 4
257
29 Arroyo Land Bank
Arroyo Cap IV 3 LLC (previously defined as the “Arroyo Land Bank”) is serving as a land bank for Trumark and is not a homebuilder. According to the Arroyo Land Bank, Arroyo Capital was formed in 2016 by Oaktree Capital Management, L.P. and its strategic partners to service the land and lot development needs of U.S. homebuilders through structured lot option arrangements, also known as “land banking.” The Arroyo Land Bank’s sole member is Arroyo Capital IV, LLC, which is the fourth fund under the Arroyo banner. Arroyo Capital through its subsidiary funds, has committed approximately $4 billion to date, with a total of approximately 108 projects located in Arizona, California, Colorado, Florida, Georgia, Idaho, Indiana, Nevada, New Jersey, North Carolina, Ohio, Oregon, South Carolina, Virginia, Washington and Texas.

Arroyo Capital’s customers include both publicly-traded builders and larger, well-capitalized privately-held builders. In California, as of September 30, 2026, Arroyo Capital IV through its subsidiary funds, has acquired approximately _____ units in ______ projects, ___ [TO BE PROVIDED BY ARROYO] of which has sold out.

The principals of Arroyo Capital include (i) its President, Jeff Brouelette, a licensed CPA in the state of California (inactive), who founded Strategic Financial Group, LLC, specializing in residential real estate consulting to homebuilders and private equity firms, and previously spent 11 years at Standard Pacific Homes (then CalAtlantic Group, Inc.), serving as Division Controller and then Director of Mergers and Acquisitions and (ii) its Executive VP , Leigh Austin who has 33 years of experience in the for-sale residential sector as a business owner, investor, equity provider, banker and broker and who previously held senior positions at Saybrook Community Capital, KB Home, Community Bank, a Canadian based private equity firm, and Citicorp Real Estate.

Through its subsidiary funds, Arroyo Capital provides capital to public and private homebuilders for residential land acquisition and development. Arroyo Capital is not a developer or a merchant builder.

Taylor Morrison
General. Two of the six neighborhoods in the District are being developed by Taylor Morrison of California, LLC, a California limited liability company (previously defined as “Taylor Morrison”). Taylor Morrison is a home-builder whose sole shareholder is Taylor Morrison Services, Inc., a Delaware corporation qualified in California (“TMSI”). TMSI is controlled by Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”). TMHC was created as a result of the July 2007 merger of two United Kingdom-based, publicly-listed homebuilders, Taylor Woodrow plc and George Wimpey plc, the predecessor entities of which commenced homebuilding operations in the United States in 1936. The subsequent integration of Taylor Woodrow, Inc. and Morrison Homes, Inc. in the U.S. formed TMHC and Monarch Corporation in Canada, respectively. TMHC’s principal executive offices are located in Scottsdale, Arizona. On July 24, 2026, Berkshire Hathaway Inc., a publicly traded company (“Berkshire Hathaway”), completed its acquisition of TMHC, and TMHC is now a wholly owned subsidiary of Berkshire Hathaway. Following the acquisition, TMHC ceased being a publicly traded company.

Model Home Company. In March 2026, one of the completed models in each of Primrose and Larkspur were sold and closed to VP Parade, LLC, a Delaware limited liability company (the “Model Home Company”). The two completed model homes conveyed to the Model Home Company have been leased to Taylor Morrison for model use. During the time Attachment 4
258
30 that the Model Home Company is under contract with Taylor Morrison, the taxes on the model homes will be paid by Taylor Morrison. In the tables herein showing the development status of the Taylor Morrison project, the homes sold to the Model Home Company are shown in the Sold and Closed category.

Floor Plans, Base Pricing and Development Status. The following tables summarize the planned development by Taylor Morrison of its 170 parcels in the District.

Development in the District – Taylor Morrison
(170 Taxable Units)
Floor Plan Summary
As of September 15, 2026
Product Line Living Area (SF) Bedroom Bathroom Stories Garage Typical
Lot Size
(SF)
Builder's
Base Price
Monthly
HOA
Dues
Primrose N/A
Plan 1 2,605 4 3.0 Two 2-Car 4,500 $2,095,000
Plan 2 2,742 4 3.0 Two 2-Car 4,500 2,075,000
Plan 3 2,919 4 3.0 Two 2-Car 4,500 2,345,000
Larkspur N/A
Plan 1 3,556 4 3.5 Two 2-Car 5,500 $2,550,000
Plan 2 3,500 4 3.5 Two 2-Car 5,500 2,550,000
Plan 3 3,611 4 3.5 Two 2-Car 5,500 2,575,000
Development in the District – Taylor Morrison
(170 Taxable Units)
Development Status
As of September 15, 2026
Product Line
Total
Units
Sold and
Closed(2)
Completed
Homes Not Yet
Closed(1)(2)
Under
construction(1)(3)
Finished
Lots
Remaining
Primrose 85 49 9 12 15
Larkspur 85 37 9 26 13
Total 170 86 18 38 28
_____________________
(1) Includes 9 units in the Primrose Product line and 16 units in the Larkspur Product Line that are in escrow but not yet closed. There can be no guarantee that units in escrow will actually close. (2) Includes 3 model homes in Primrose and 2 model homes in Larkspur (inclusive of the homes owned by the Model Home Company).
(3) Under construction means any unit with a Building Permit pulled for such unit that is not completed or sold and closed.

Source: Taylor Morrison.

Taylor Morrison’s Land Bank Arrangement
Option Agreement. Taylor Morrison assigned its right to acquire the 85 Larkspur lots (herein, the “TM Option Lots”) to KL LB BUY 4 LLC, a Delaware limited liability company (the “KL Land Bank”), who is serving as land bank to Taylor Morrison. On December 18, 2024, the KL Land Bank acquired the TM Option Lots in order to set up a land banking structure.

To facilitate the land banking structure for the TM Option Lots, Taylor Morrison and the KL Land Bank entered into that certain Option Agreement, dated December 18, 2024 (as amended, Attachment 4
259
31 the “TM Option Agreement”) whereby Taylor Morrison has the option, but not the obligation, to purchase the 85 TM Option Lots from the KL Land Bank pursuant to a takedown schedule agreed upon between Taylor Morrison and the KL Land Bank.

General. Pursuant to the TM Option Agreement, Taylor Morrison has the right to enter upon the TM Option Lots for the purpose of, among other things, constructing model homes, dwelling units and related improvements on the TM Option Lots before Taylor Morrison acquires the TM Option Lots from the KL Land Bank.

Taylor Morrison’s planned development of the TM Option Lots includes the construction of single-family residential homes and the sale of such homes to individual homebuyers. During the term of the TM Option Agreement, Taylor Morrison is obligated to pay all taxes on the TM Option Lots, including the Special Taxes, and other carrying costs on the TM Option Lots.

Under the terms of the TM Option Agreement, the KL Land Bank agreed to provide Taylor Morrison the exclusive right and option to purchase the TM Option Property in consideration for, among other things, (a) an initial option payment, which payment has been made to the KL Land Bank; (b) the covenants of Taylor Morrison to timely pay the option payments under the TM Option Agreement on a monthly basis in arrears; (c) upon exercise of the option, the payment of the purchase price for each set of lots acquired; (d) one or more true-up payments to ensure the KL Land Bank receives its bargained-for return; and (e) the payment by Taylor Morrison of all property taxes levied against the TM Option Property, including the Special Taxes.

The TM Option Property must be purchased in certain groups, although Taylor Morrison may acquire more lots than scheduled and at earlier times so long as the identified lots are acquired by the applicable takedown date. Under the TM Option Agreement, the TM Option Property must be acquired pursuant to the agreed-upon take-down schedule by the fifth (5th) business day of the indicated month. The take-down schedule is subject to amendment from time to time.

KL Land Bank Takedown Schedule
(As of September 15, 2026)
Acquisition Date
Lots
Takedown
Cumulative
Takedowns
As of September 15, 2026 60 60
November 2026 12 72
February 2027 12 84
May 2027 1 85
Total 85 85
Source: Taylor Morrison.

The option under the TM Option Agreement expires on the earlier of (i) the last date permitted for the final takedown specified on the takedown schedule in the TM Option Agreement and the expiration of any applicable cure period, or (ii) the date Taylor Morrison has acquired all of the applicable TM Option Lots in accordance with the TM Option Agreement, or (iii) at the KL Land Bank’s option, upon a default by Taylor Morrison. The failure to timely acquire lots under the TM Option Agreement could result in the termination of the option under the TM Option Agreement and Taylor Morrison will no longer have a right to purchase any of the remaining units under the TM Option Agreement.

Attachment 4
260
32 If Taylor Morrison does not exercise its option on the TM Option Lots or the right to purchase the TM Option Lots expires or is terminated, the KL Land Bank being an investor only and not a homebuilder, would likely attempt to sell such remaining TM Option Lots from the TM Option Agreement to another merchant builder.

Financing Plan. To date, Taylor Morrison has financed its various site development and homebuilding costs within the District through internally generated funds (which may include funding from its parent company and home sales proceeds). However, home sales revenues from Taylor Morrison’s activities in the District are not segregated and set aside for completing its development activities in the District.

As of September 1, 2026, Taylor Morrison has spent approximately $196 million on land acquisition, land development, home construction, marketing and sales for its two product lines, and anticipates expending an additional approximately $70 million on land acquisition, land development, home construction, marketing and sales to close out the project.

Although Taylor Morrison expects to have sufficient funds available to complete its development in the District as described in this Official Statement, no assurance can be given that amounts necessary to fund the remaining development costs will be available to Taylor Morrison when needed. Neither Taylor Morrison, nor other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Taylor Morrison’ property in the District. Any contributions by Taylor Morrison or any other entity or person to fund the costs of such development are entirely voluntary. Taylor Morrison has no legal obligation to Bond Owners to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes.

If and to the extent the aforementioned sources of funds are inadequate to pay the costs to complete the planned development by Taylor Morrison within the District and other financing is not put into place, there could be a shortfall in the funds required to complete the remaining planned development by Taylor Morrison or to pay ad valorem property taxes or Special Taxes related to Taylor Morrison’s property in the District and the remaining portions of such development may not be completed. Many factors beyond Taylor Morrison’s control, or a decision by Taylor Morrison to alter its current plans, may cause the actual sources and uses to differ from the projections.

Attachment 4
261
33 VALUE OF PROPERTY WITHIN THE DISTRICT
Assessed Valuations
The County assessed valuations are not in all cases reflective of most current development status, as is the case with certain properties in the District. As provided by Article XIII A of the California Constitution, county assessors' assessed values are to reflect market value as of the date the property was last assessed (or 1975, whichever is more recent), increased by a maximum of 2% per year. Properties may be reassessed by the County only upon a change of at least 51% ownership of existing property or upon new construction. The assessed values of parcels in the District thus reflect, for undeveloped parcels, the estimate of the County Assessor (the “Assessor”) of market value when acquired (or 1975, whichever is later), possibly increased by 2% per year, and for parcels on which construction has occurred since their date of acquisition, the Assessor's estimate of market value as of the time of construction, possibly increased by 2% per year. The actual market value of parcels in the District, if sold at foreclosure, may be higher or lower than the Assessor's assessed values, depending upon the date of the Assessor's most recent assessment. The actual fair market value of any parcel can often be more accurately established through an arms-length sale or an appraisal by an independent appraiser.

Because of the general limitation to 2% per year in increases in full cash value of properties which remain in the same ownership, the County tax roll does not reflect values uniformly proportional to actual market values. No assurance can be given that should a parcel with delinquent Special Taxes be foreclosed and sold for the amount of the delinquency, that any bid will be received for such property, or if a bid is received that such bid will be sufficient to pay such delinquent installments.

The assessed values of taxable property in the District as of the years indicated is set forth in the following table.

Table 1
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
History of Assessed Valuations(1)
Fiscal Year Land Value Improvement Value Total Value
Percentage
Change
2025-26 $262,400,128 $0 $262,400,128 --
2026-27 327,209,186 191,249,813 518,458,999 97.6%
_____________________
(1) Per the Alameda County Assessor's tax roll, as of the January 1 lien date for the applicable fiscal year.

Sources: Alameda County Assessor's Office; Goodwin Consulting Group, Inc.

The Appraisal
General. Of the 555 taxable parcels in the District, 69 had a complete assessed valuation for land and improvements on the County’s Fiscal Year 2026-27 property tax roll. To obtain a more accurate estimate of value for the remaining 486 taxable parcels in the District, an appraisal was commissioned. Integra Realty Resources, San Francisco, California (the “Appraiser”) prepared an appraisal report, with a date of value of August 14, 2026 (the “Appraisal”), at the request of the City.

The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in Attachment 4
262
34 the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal.

Property Appraised. The appraised properties consist of 154 finished residential lots, 182 homes under construction, and 150 completed single-family homes within the boundaries of the District not currently assessed for a complete improvement value by the Alameda County Assessor.

For the 150 completed homes, a “not-less-than” estimate of market value for the smallest floor plan constructed within each subdivision was appraised and assigned to each respective parcel appraised.

Value Estimates. The Appraisal provides a market value, in bulk, of the appraised property as of the date of value (based on the hypothetical condition the improvements to be financed by the Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the market value (based on the hypothetical condition) of all the land in the District. The property appraised excludes property in the District designated for public and quasi-public purposes.

The value estimate for the 486 appraised properties, as of the August 14, 2026 date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is $659,346,000. The Appraisal also notes that the 69 homes in the District with a complete assessed valuation for land and improvements on the County’s Fiscal Year 2026-27 property tax roll have a total assessed valuation of $166,295,689. See the following summary.

Table 2
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Summary of Composite Values
Components
No. of
Parcels
Value
Estimate
Aggregate Value of Appraised Properties(1) 486 $659,346,000 Aggregate Value of Existing Homes based on Assessed Value 69 166,295,689 Total Aggregate (Composite Value) 555 $825,641,689
___________________
(1) The appraised properties consist of 154 finished residential lots, 182 homes under construction, and 150 completed single-family homes not currently assessed for a complete improvement value by the Alameda County Assessor. For the completed homes, a not-less-than estimate of market value for the smallest floor plan constructed within each subdivision was appraised and assigned to each respective Assessor’s parcel within the District.

Source: Appraisal.

Additional details regarding the 486 taxable units that were appraised are set forth in the following table. This does not include 69 existing homes sold to individuals and that had a completed assessed value as of the date of value.

Attachment 4
263
35 Table 3
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Detail Regarding Appraised Values
Individual Homeowners
Lots/Homes/
Units
Lot/Home
Value
Permits and
Fee
Value per
Component
Market Value
(Rd.)
Completed Homes†
Azure 45 $2,475,000 -- $2,475,000 $111,375,000
Jasmine 12 1,310,000 -- 1,310,000 15,720,000
Marigold 20 1,730,000 -- 1,730,000 34,600,000
Orchid 19 2,860,000 -- 2,860,000 54,340,000
Primrose 10 1,900,000 -- 1,900,000 19,000,000
Larkspur 20 2,400,000 -- 2,400,000 48,000,000
Total - Individual Homeowners 126 $283,035,000
TH East Ranch Dublin, LLC
Improved Lots
Jasmine 51 650,000 -- 650,000 33,150,000
Marigold 1 780,000 -- 780,000 780,000
Homes Under Construction
Azure 17 $1,040,000 $145,933 $1,186,000 $20,162,000
Jasmine 11 650,000 77,774 728,000 8,008,000
Marigold 20 780,000 142,933 923,000 18,460,000
Orchid 25 1,058,000 149,545 1,208,000 30,200,000
Completed Homes†
Azure 3 $2,475,000 -- $2,475,000 $7,425,000
Jasmine 5 1,310,000 -- 1,310,000 6,550,000
Marigold 3 1,730,000 -- 1,730,000 5,190,000
Orchid 3 2,860,000 -- 2,860,000 8,580,000
Total - TH East Ranch Dublin, LLC 139 $138,505,000
Taylor Morrison California, LLC
Improved Lots
Primrose 15 $1,034,000 -- $1,034,000 $15,510,000
Larkspur 5 1,046,000 -- 1,046,000 5,230,000
Homes Under Construction
Primrose 20 $1,034,000 $123,418 $1,157,000 $23,140,000
Larkspur 23 1,046,000 131,484 1,177,000 27,071,000
Completed Homes†
Primrose 9 $1,900,000 -- $1,900,000 $17,100,000
Total - Taylor Morrison California, LLC 72 $88,051,000
Arroyo Cap IV-3, LLC
Improved Lots
Jasmine 17 650,000 -- 650,000 11,050,000
Marigold 30 780,000 -- 780,000 23,400,000
Orchid 22 1,058,000 -- 1,058,000 23,276,000
Homes Under Construction
Azure 23 $1,040,000 $145,933 $1,186,000 27,278,000
Orchid 22 1,058,000 149,545 1,208,000 26,576,000
Marigold 10 780,000 142,933 923,000 9,230,000
Total – Arroyo Cap IV-3, LLC 124 $120,810,000
KL LB BUY 4, LLC
Improved Lots
Larkspur 13 1,046,000 -- 1,046,000 13,598,000
Homes Under Construction
Larkspur 11 1,046,000 131,484 1,177,000 12,947,000
Completed Homes†
Larkspur 1 2,400,000 -- 2,400,000 2,400,000
Total – KL LB BUY 4, LLC 25 $28,945,000
Aggregate Market Value, subject to hypothetical condition 486 $659,346,000 † Represents a not-less-than value
Source: Appraisal.

Attachment 4
264
36 Hypothetical Condition. The value estimate for the property appraised is subject to a hypothetical condition, defined as that which is contrary to what exists but is supposed for the purposes of analysis. For purposes of the hypothetical condition, the Appraiser assumed that certain proceeds of the Bonds would be available to reimburse for improvements already completed. The estimate of market value accounts for the impact of the lien of Special Taxes securing the Bonds.

Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value. See “APPENDIX B – THE APPRAISAL” for a description of certain assumptions made by the Appraiser. Because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months.

Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months.

No assurance can be given that a sale of the property in bulk could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.”
Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the District; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel.

No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the Bonds are outstanding in that the City has no control over the market value of the property within the District or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “– Overlapping Liens and Priority of Lien” below.

For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.

Attachment 4
265
37 Value to Special Tax Burden Ratios
In comparing the value of the real property within the District and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Merchant Builders or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be subordinate to the lien of the Special Tax.

Attachment 4
266
38 Value to Lien Ratios by Development Class and Property Ownership. The Composite Value of all taxable property within the District is $825,641,689. There is currently no overlapping land-secured bonded debt in the District. Consequently, the estimated value of the taxable property within the District is approximately 20.64* times the principal amount of the Bonds. The following table sets forth value-to-lien ratios by ownership and development class, based on the assumptions detailed therein.

Table 4
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Value to Lien Ratios by Development Class and Ownership Development Class and Property
Ownership(1)
Expected
Residential
Units
FY 2027-28
Maximum
Facilities
Special Tax
Percent of
Maximum
Facilities
Special Tax
Composite
Value(2)
Allocated
Bonds(3)*
Value-toLien*
Developed Property
Individual Homeowners 195 $886,837 36.8% $449,330,689 $14,719,717 30.53 TH East Ranch Dublin, LLC 105 $434,055 18.0% $116,405,000 $7,204,451 16.16 Arroyo Cap IV-3, LLC 55 $289,551 12.0% $63,084,000 $4,805,962 13.13 Taylor Morrison California, LLC 54 $236,782 9.8% $69,403,000 $3,930,109 17.66 KL LB BUY 4, LLC 12 $57,152 2.4% $15,347,000 $948,616 16.18 Subtotal 421 $1,904,377 79.0% $713,569,689 $31,608,854 22.57 Final Map Property
Arroyo Cap IV-3, LLC 52 $246,470 10.2% $46,676,000 $4,090,906 11.41 Taylor Morrison California, LLC 18 $75,175 3.1% $18,648,000 $1,247,753 14.95 KL LB BUY 4, LLC 13 $61,915 2.6% $13,598,000 $1,027,667 13.23 Subtotal 83 $383,560 15.9% $78,922,000 $6,366,327 12.40 Undeveloped Property
TH East Ranch Dublin, LLC 34 $82,283 3.4% $22,100,000 $1,365,736 16.18 Arroyo Cap IV-3, LLC 17 $39,709 1.6% $11,050,000 $659,083 16.77 Subtotal 51 $121,992 5.1% $33,150,000 $2,024,819 16.37
Total 555 $2,409,929 100.0% $825,641,689 $40,000,000 20.64 * Preliminary; subject to change.
(1) Development status and property ownership per the Appraisal Report, as of August 14, 2026, the date of value. (2) Reflects the aggregate value of all taxable parcels, which consists of $166,295,689 in fiscal year 2026-27 assessed value for 69 completed homes and $659,346,000 in appraised value for the balance of the taxable property within the District. (3) Allocated based on the maximum fiscal year 2027-28 special tax revenues. Does not include overlapping debt from general obligation bonds or tax increment bonds.

Sources: Integra Realty Resources, Inc.; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

Attachment 4
267
39 Value to Lien Ratios by Property Ownership and Appraisal Status. The Composite Value of all taxable property within the District is $825,641,689. There is currently no overlapping land-secured bonded debt in the District. Consequently, the estimated value of the taxable property within the District is approximately 20.64* times the principal amount of the Bonds. The following table sets forth value-to-lien ratios by development status, based on the assumptions detailed therein.

Table 5
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Value to Lien Ratios by Ownership and Appraisal Status
Property Ownership and Appraisal Status(1)
Expected
Residential
Units
FY 2027-28
Maximum
Facilities
Special Tax
Percent of
Maximum
Facilities
Special Tax
Composite
Value(2)
Allocated
Bonds(3)*
Value-toLien*
Individual Homeowners 195 $886,837 36.8% $449,330,689 $14,719,717 30.53 TH East Ranch Dublin, LLC
Model Homes 14 $55,475 2.3% $27,745,000 $920,768 30.13
Homes Under Construction 73 $338,206 14.0% $76,830,000 $5,613,543 13.69 Finished Lots 52 $122,658 5.1% $33,930,000 $2,035,876 16.67 Subtotal 139 $516,338 21.4% $138,505,000 $8,570,187 16.16 Arroyo Cap IV-3, LLC
Home Under Constructions 55 $289,551 12.0% $63,084,000 $4,805,962 13.13 Finished Lots 69 $286,178 11.9% $57,726,000 $4,749,989 12.15 Subtotal 124 $575,729 23.9% $120,810,000 $9,555,951 12.64 Taylor Morrison California, LLC
Completed Homes 7 $28,414 1.2% $13,300,000 $471,613 28.20 Model Homes 2 $8,118 0.3% $3,800,000 $134,747 28.20
Homes Under Construction 43 $190,725 7.9% $50,211,000 $3,165,646 15.86 Finished Lots 20 $84,700 3.5% $20,740,000 $1,405,856 14.75 Subtotal 72 $311,957 12.9% $88,051,000 $5,177,862 17.01 KL LB BUY 4, LLC
Model Homes 1 $4,763 0.2% $2,400,000 $79,051 30.36
Home Under Constructions 11 $52,390 2.2% $12,947,000 $869,565 14.89 Finished Lots 13 $61,915 2.6% $13,598,000 $1,027,667 13.23 Subtotal 25 $119,068 4.9% $28,945,000 $1,976,283 14.65
Totals 555 $2,409,929 100.0% $825,641,689 $40,000,000 20.64 * Preliminary; subject to change.
(1) Based on construction status and property ownership per the Appraisal Report, as of August 14, 2026, the date of value. (2) Reflects the aggregate value of all taxable parcels, which consists of $166,295,689 in fiscal year 2026-27 assessed value for 69 completed homes and $659,346,000 in appraised value for the balance of the taxable property within the District. (3) Allocated based on the maximum fiscal year 2027-28 special tax revenues. Does not include overlapping debt from general obligation bonds or tax increment bonds.

Sources: Integra Realty Resources, Inc.; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

Attachment 4
268
40 Value to Lien Ratios. The Composite Value of all taxable property within the District is $825,641,689. There is currently no overlapping land secured bonded debt in the District. Consequently, the estimated value of the taxable property within the District is approximately 20.64* times the principal amount of the Bonds. The following table sets forth value-to-lien ratio categories, based on the assumptions detailed therein.

Table 6
City of Dublin
Community Facilities District No. 2023-1 (East Ranch)
Summary of Value-to-Lien Ratios
Value-to-Lien*
Expected
Residential
Units
Composite
Value(1)
FY 2027-28
Maximum
Facilities
Special Tax
Percent of
Maximum
Facilities Special
Tax Revenues
Allocated CFD
Bonds(2)*
Average
Value-toLien*
Greater than 30:1 97 $214,095,237 $393,248 16.3% $6,527,125 32.80 20:1 to 30:1 142 $296,338,452 $630,953 26.2% $10,472,553 28.30 10:1 to 20:1 316 $315,208,000 $1,385,728 57.5% $23,000,322 13.70 Less than 10:1 0 $0 $0 0.0% $0 n/a
Total 555 $825,641,689 $2,409,929 100.0% $40,000,000 20.64 * Preliminary; subject to change.
(1) Reflects the aggregate value of all taxable parcels, which consists of $166,295,689 in fiscal year 2026-27 assessed value for 69 completed homes and $659,346,000 in appraised value for the balance of the taxable property within the District. (2) Allocated based on the maximum fiscal year 2027-28 special tax revenues. Does not include overlapping debt from general obligation bonds or tax increment bonds.

Sources: Piper Sandler & Co.; Integra Realty Resources, Inc.; Goodwin Consulting Group, Inc.

Attachment 4
269
41 Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.