10B Action 2011 1219 - Laserfiche WebLink

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Pursuant to a contract dated March 1, 1945, as previously amended and as may be further amended from time to time (the `PERS Contract ") between the City and California Public Employees' Retirement System ( "PERS ") established under Sections 20000 et seq. of the Government Code of the State of California (the `Retirement Law "), the City is obligated to make payments to PERS arising as a result of retirement benefits accruing to its members of PERS. The statutory obligation of the City includes, among others, the requirement to amortize the unfunded accrued actuarial liability (the "UAAL ") with respect to such retirement benefits and payments to the employer side fund (the "Side Fund") established by PERS for the City with respect to Safety Plan of the City. The Bonds are absolute and unconditional obligations imposed upon the City by law and enforceable against the City pursuant to the Retirement Law and are not limited as to payment to any special source of funds of the City. The issuance of the Bonds and the refunding of the obligation of the City, evidenced by the PERS Contract, to pay the unfunded liability represented by the Side Fund was validated by default judgment of the Alameda County Superior Court rendered on , 2011 in City of San Leandro v. All Persons Interested, etc., Case No. BG 11597018 as valid, legal and binding obligations of the City in accordance with their terms, the City is obligated to satisfy its obligations under the Bonds from any generally available funds of the City, and the City Council of the City will be obligated to make all annual appropriations of such funds as may be required to satisfy its annual obligations under the Bonds. The proceeds of the Bonds will be used to: (1) refund the UAAL represented by the Side Fund and (ii) pay certain costs associated with the issuance of the Bonds. Section 3. Authority of Representative The Underwriters have designated Morgan Keegan & Company, Inc. as their Representative. Any authority, discretion or other power conferred upon the Underwriters by this Purchase Agreement may be exercised by the Representative alone. Section 4. Preliminary Official Statement. The City has delivered to the Underwriters a Preliminary Official Statement, dated , 2012 (the `Preliminary Official Statement "), and will deliver to the Underwriters a final Official Statement, dated , 2012 as provided in Section 7 of this Purchase Agreement (as amended and supplemented from time to time pursuant to Section 7(1) of this Purchase Agreement, the "Official Statement "). The City has delivered to the Underwriters a certificate pursuant to Securities and Exchange Commission Rule 15c2 -12 ( "Rule 15c2 -12 ") relating to the Preliminary Official Statement, in substantially the form attached hereto as Exhibit A . Section 5. Use and Preparation of Official Statement. The City shall deliver to the Underwriters, as promptly as practical but in no event later than the Closing Date (as defined herein), such number of copies of the final Official Statement, as the Underwriters may reasonably request in order to comply with the Securities and Exchange Commission Rule 15c2 -12(b) and the rules of the Municipal Securities Rulemaking Board (the `1LISRB "). The City hereby authorizes the Underwriters to use the Official Statement and the information contained therein in connection with the offering and sale of the Bonds and ratifies and confirms the authorization of the use by the Underwriters prior to the date hereof of the Preliminary Official Statement, furnished to the Underwriters by the City in connection with such offering and sale. The Underwriters agree that from the time the Official Statement becomes available until the earlier of (1) the "End of the Underwriting Period, " as defined in Section 7(k) herein, or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than 25 days following the End of the Underwriting Period, the Underwriters shall each send no later than the next business day following a request for a copy thereof, by first class mail or other equally prompt means, to any Potential Customer, as defined in Rule 15c2 -12, on 074 - 11022 \bpa -3 2