10B Action 2009 1221 - Laserfiche WebLink

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The net proceeds of the Bonds will be used to (i) fund certain housing redevelopment activities of benefit to property within the Agency's Alameda County -City of San Leandro Redevelopment Project Area (the "Joint Project Are~~ and the West San Leandro/MacArthur Boulevard Redevelopment Project Area (the "West San Leandro Project Ared' and together with the Joint Project Area,`~roject Areas; (ii) fund a reserve fund for the 2010 Bonds; and (iii) to pay the costs of issuing the Bonds. The Bonds shall be secured by a pledge of and lien on all of the Tax Revenues (as defined in the Indenture) allocated to the Agency with respect to the Project Area. 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement. The Agency has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Contract, copies of the Preliminary Official Statement relating to the Bonds (the `P'reliminary Official Statemenf~. Such Preliminary Official Statement is the official statement deemed final by the Agency for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the`Ptul~~ and approved for distribution by resolution of the Agency. The Agency hereby ratifies, approves and confirms the distribution of the Preliminary Official Statement in connection with the public offering and sale of the Bonds by the Underwriter. The Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B and hereby ratifies the information contained therein. Within seven business days from the date hereof, the Agency shall deliver to the Underwriter a final Official Statement, executed on behalf of the Agency by an authorized representative of the Agency and dated the date hereof, which shall include information permitted to be omitted by paragraph (b) (1) of the Rule and with such other amendments or supplements as shall have been approved by the Agency and the Underwriter. The Agency also agrees to delivery to the Underwriter, at the Agenc~s' sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b) (4) of the Rule and with Rule C-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Agency shall undertake, pursuant to the Indenture and a continuing disclosure certificate (the`SContinuing Disclosure Certificatd~, to provide certain annual financial information and notices of the occurrence of certain events, if material. The form of the Continuing Disclosure Certificate is appended to the Official Statement. 5. The Closing. At 8:00 a.m., California time, on , 2010, (the"Closing~~, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Agency and the Underwriter, the Agency shall deliver (i) the Bonds in definitive form (one bond for each maturity) far the Underwriter to the Trustee at the Closing or to The Depository Trust Company f ~TC~ in New York, New York, or such other location as may be specified by the Underwriter, with CUSIP identification numbers thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation, Bond Counsel (the`P3ond Counsels in -2-