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to enter into the Authority Documents; (iii) The Authority Resolution approving and authorizing the execution and delivery of the Authority Documents has been duly adopted at a meeting of the governing board of the Authority, which was called and held pursuant to the law and with all public notice required by law and at which a quorum was present and acting throughout and the Authority Resolution is in full force and effect and has not been modified, amended or rescinded; (iv) The Authority Documents have been duly authorized, executed and delivered by the Authority and, and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid, legal and binding agreements of the Authority enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought; (v) The Official Statement has been duly authorized by the governing body of the Authority and executed on its behalf by an authorized officer of the Authority. 17 BPA (vi) Except as otherwise disclosed in the Official Statement, to the best of such counsel’s knowledge, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental agency or body, pending (notice of which has been received by the Authority) or threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin any of the transactions referred to herein or contemplated hereby or contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents, or which, in any manner, questions the right of the Authority to issue and sell the Bonds. (5) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to Bond Counsel, the City, the Authority and the Underwriter, in form and substance acceptable to counsel for the Underwriter substantially to the the following effect: (i) The Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, with trust powers, and has the corporate power and authority to carry on its business as presently conducted. (ii) The Trustee has full power and authority to serve as Trustee as contemplated in the Indenture. (iii) The Indenture, the Assignment Agreement and the Escrow Instructions have been duly authorized, executed and delivered by the Trustee, and constitute the legal, valid and binding obligation of the Trustee, enforceable against it in accordance with the respective terms thereof, subject to applicable bankruptcy, insolvency, moratorium, reorganization, arrangement and other similar laws affecting the rights of creditors (including creditors of national banks) generally or by the application of general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the effect of judicial judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable and the effect of judicial decisions permitting the introduction of extrinsic evidence to modify the terms or the interpretation of the Indenture. (iv) To the knowledge of such counsel, the execution, delivery, acceptance and performance of the Indenture, the Assignment Agreement and the Escrow Instructions by the Trustee and its acceptance and performance of its duties and obligations thereunder will not violate any provisions of any law or regulation governing the banking or trust powers of the Trustee or any order of any governmental authority having jurisdiction over the Trustee. (v) To the knowledge of such counsel, no authorization, approval, consent or other order of any governmental agency or regulatory authority having jurisdiction over the trust powers of the Trustee that has not been obtained is 18 BPA required for the authorization, execution and delivery by the Trustee of the Indenture, the Assignment Agreement and the Escrow Instructions or its acceptance and performance of the duties and obligations thereunder. (vi) The execution, delivery and performance of the Indenture, the Assignment Agreement and the Escrow Instructions by the Trustee and the consummation of the transactions contemplated thereby do not and will not (a) to the knowledge of such counsel conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Trustee is a party or by which the Trustee is bound or to which any of the property or assets of the Trustee or any of its subsidiaries is subject, (b) result in any violation of the provisions of the Articles of Association, By-laws, or applicable resolutions of the Trustee, or (c) to the knowledge of such counsel result in any violation of any statute, order, rule or regulation of any court or government agency or body having jurisdiction over the Trustee or any of its properties or assets. (vii) To the knowledge of such counsel, there are no actions, proceedings or investigations pending or threatened against the Trustee before any court, administrative agency or tribunal (a) asserting the invalidity of the Indenture, the Assignment Agreement or the Escrow Instructions, (b) seeking to prevent the consummation of any of the transactions contemplated thereby, or (c) that might materially and adversely affect the performance by the Trustee of its obligations under, or the validity or enforceability of the Indenture, the Assignment Agreement or the Escrow Instructions. (6) Disclosure Counsel Opinion. An opinion, dated the date of the Closing addressed to the Authority and the Underwriter, of Jones Hall, A Professional Law Corporation, disclosure counsel, to the effect that based upon their participation in the preparation of the Official Statement as Disclosure Counsel to the Authority and without having undertaken to determine independently the accuracy or completeness of the contents in the Official Statement, such counsel has no reason to believe that the Official Statement, as of its date and as of the Closing Date (except for the financial statements and the other financial and statistical data included therein and the information included therein relating to The Depository Trust Company and the bookentry system, and contained in the Appendices thereto as to all of which no opinion or belief need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (7) Underwriter’s Counsel Opinion. An opinion, dated the date of the Closing addressed to the Underwriter, of Nossaman LLP, counsel to the Underwriter, in such form as may be acceptable to the Underwriter. (8) City Certificate. A certificate, dated the date of Closing, signed by a duly authorized official of the City satisfactory in form and substance to the 19 BPA Underwriter, (a) confirming as of such date the representations and warranties of the City contained in this Purchase Contract; (b) certifying that the City has complied with all agreements, covenants and conditions to be complied with by the City at or prior to the Closing under the City Documents; (c) certifying that to the best of such official’s knowledge, no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing the statements or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect; and (d) certifying that the City has authorized and consented to the inclusion in the Official Statement of the City’s financial report and accountant’s opinion for the year ended June 30, 2012, and no further consent of any party is required for such inclusion. (9) Authority Certificate. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by the Chairman or other duly authorized officer of the Authority to the effect that (i) the representations, warranties and covenants of the Authority contained herein and in the Authority Documents are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Authority has complied with all of the terms and conditions of the Authority Documents required to be complied with by the Authority at or prior to the date of Closing; and (ii) to the best of such official’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (10) Trustee’s Certificate. A Certificate of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter to the effect that (i) the Trustee is duly organized and existing as a national banking association in good standing under the laws of the United States, having the full power and authority to accept and perform its duties under the Indenture, the Assignment Agreement and the Escrow Instructions; (ii) subject to the provisions of the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture, the Assignment Agreement and the Escrow Instructions; and (iii) the Trustee has duly authorized and executed the Indenture, the Assignment Agreement and the Escrow Instructions. (11) Financial Advisor Certificates. A certificate of Public Financial Management, Inc., as Financial Advisor to the City, dated the Closing Date, to the effect that while the Financial Advisor has not independently verified or undertaken an independent investigation of the information in the Preliminary Official Statement and the Official Statement, based on its participation in the preparation and review of the Preliminary Official Statement and Official Statement, no information has come to its attention which would lead it to believe that the information contained in the Preliminary Official Statement and Official Statement is as of the date of delivery of the Bonds, not true or correct in all material respects, or that the Preliminary Official 20 BPA Statement and the Official Statement contains any untrue statement of a material fact or omits to state a material fact where necessary to make a statement not misleading in light of the circumstances under which it was made. (12) Certificate Regarding Continuing Disclosure Compliance. A certificate of the _____________, describing compliance with continuing disclosure undertakings of the City during the past 5 years, and a certificate from the City that, based on the findings of _______, it has filed all missing reports and audits and is in compliance with the requirements of Rule 15c2-12 as of the Closing Date. (13) Title Policy. A copy of a CLTA title insurance policy in an amount equal to the principal amount of the Bonds, insuring the City’s leasehold interest in the Leased Property, subject only to Permitted Encumbrances (as defined in the Lease) or such other encumbrances approved in writing by the Underwriter. (14) Verification Report. A copy of the verification report of Causey Demgen Moore P.C., concluding that the amounts on deposit under the Escrow Instructions, together with interest thereon, are sufficient to defease the Prior Obligations. (15) Transcripts. Two transcripts of all proceedings relating to the authorization and issuance of the Bonds. (16) Official Statement. The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the City and the Authority by a duly authorized officer of each. (17) Documents. An original executed copy of each of the Authority Documents, the City Documents and the Joint Exercise of Powers Agreement, dated [May 24, 1993], and between the City and the Redevelopment Agency of the City of San Leandro. (18) City Resolution. Two copies certified by the Secretary or Assistant Secretary of the City, of each resolution of the City relating to the City Documents, the actions contemplated thereby, provided that such resolutions may be contained in the transcripts. (19) Authority Resolution. Two copies certified by the Secretary or Assistant Secretary of the Authority, of each resolution of the Authority relating to the Authority Documents, the Bonds and the transactions contemplated thereby, provided that such resolutions may be contained in the transcripts. (20) IRS Form 8038-G. Evidence that the federal tax information form 8038-G has been prepared for filing. 21 BPA (21) Tax Certificate. A tax and nonarbitrage certificate in form satisfactory to Bond Counsel. (22) Ratings. Evidence as of the Closing satisfactory to the Underwriter that the Bonds have received, at a minimum, a rating of “__” from Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. , and that such rating has not been revoked or downgraded. (232) CDIAC Statement. A copy of the Notice of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code. (24) Additional Documents. Such additional certificates, instruments and other documents as the Underwriter and Bond Counsel may reasonably deem necessary. If the Authority or the City shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract may be terminated by the Underwriter, and none of the Underwriter, the Authority or the City shall be under further obligation hereunder. 9. [Reserved]. 10. Expenses. Except as otherwise provided in this Section, the Underwriter shall be under no obligation to pay, and the Authority or the City shall pay or cause to be paid, the expenses incident to the performance of the obligations of the Authority and the City hereunder including but not limited to: (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the City Documents and the Authority Documents and the cost of preparing, printing, issuing and delivering the Bonds; (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the Authority or the City; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the cost of preparation and printing the Preliminary Official Statement and any supplements and amendments thereto and the cost of preparation and printing of the Official Statement, including a reasonable number of copies thereof for distribution by the Underwriter; (e) charges of rating agencies for the rating of the Bonds; and 22 BPA (f) the expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, including any advertising expenses. The Underwriter shall pay all expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds including, but not limited to: (i) the fees and disbursements of Underwriter's counsel; and (ii) all out-ofpocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds (including other expenses, fees of the California Debt and Investment Advisory Commission, CUSIP Service Bureau fees and any other fees and expenses), except as otherwise provided in the preceding paragraph or otherwise agreed to by the Underwriter, the Authority and the City in writing. 11. Notice. Any notice or other communication to be given to the Underwriter may be given by delivering the same to Stifel, Nicolaus & Company, Incorporated, dba Stone & Youngberg, a Division of Stifel Nicolaus, One Ferry Building, San Francisco, CA 94111. Any notice or other communication to be given to the Authority or the City pursuant to this Purchase Contract may be given by delivering the same in writing to such entity, at the addresses set forth on the cover page hereof. 12. Entire Agreement. This Purchase Contract, when accepted by the Authority and the City, shall constitute the entire agreement among the Authority, the City and the Underwriter and is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns of any Underwriter). Except as provided in Section 16 below, no other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the Authority’s and the City’s representations, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter, until the earlier of (a) delivery of and payment for the the Bonds hereunder, and (b) any termination of this Purchase Contract. 13. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. State of California Law Governs. The validity, interpretation and performance of the Authority Documents shall be governed by the laws of the State. 23 BPA 16. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other parties hereto. 17. Definitions. Terms not otherwise defined herein shall have the same meaning an when used in the Indenture. STIFEL, NICOLAUS & COMPANY, INCORPORATED, DBA STONE & YOUNGBERG, A DIVISION OF STIFEL NICOLAUS By: ________________________________ Title: _______________________________ Accepted as of the date first stated above: SAN LEANDRO PUBLIC FINANCING AUTHORITY By: __________________________________ Title: ________________________________ CITY OF SAN LEANDRO By: __________________________________ Title: ________________________________ Time of Execution: ____________ A-1 EXHIBIT A Maturity Date (December 1 of) Principal Amount Interest Rate Yield 2013 $ % % 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 _____________ * Yield to first optional redemption date of December 1, 20__. 60295-01 JH:KST 10/19/2012 11/2/2012 11/8/2012 PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2013 NEW ISSUE -FULL BOOK-ENTRY RATINGS: Standard & Poor’s: “__” See “Ratings”. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, 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 imposed on individuals and corporations, although, for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is required to be taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS.” $________* SAN LEANDRO PUBLIC FINANCING AUTHORITY 2013 REFUNDING LEASE REVENUE BONDS Dated: Date of Delivery Due: December 1, as shown on inside cover Authority for Issuance. The 2013 Refunding Lease Revenue Bonds (the “Bonds”) are being issued by the San Leandro Public Financing Authority (the “Authority”) under a resolution adopted by the Authority on _____, 2012 and a resolution adopted by the City Council of the City of San Leandro (the “City) on _____, 2012, and an Indenture of Trust dated as of January 1, 2013 (the “Indenture”) by and between the Authority and U.S. Bank National Association, as trustee for the Bonds (the “Trustee”). See “THE BONDS -Authority for Issuance.” Use of Proceeds. The proceeds of the Bonds will be used to (i) refinance outstanding 2001 Certificates of Participation (Joint Project Area Financing) (the “2001 Certificates”) and 2003 Certificates of Participation (City Hall Refinancing Project) (the “2003 Certificates) of the City, together with related lease payment obligations, and (ii) pay the costs of issuing the Bonds. See “REFINANCING PLAN.” Security for the Bonds. Under the Indenture, the Bonds will be payable solely from and secured by Revenues and certain funds and accounts held under the Indenture. Revenues consist primarily of lease payments (“Lease Payments”) to be made by the City pursuant to a lease agreement dated as of January 1, 2013 (the “Lease”), by and between the Authority and the City, for the leasing of certain real property (the “Leased Property”). Under the Lease, the City covenants to take such action as necessary to include the Lease Payments in its annual budgets and to make all necessary appropriations for such Lease Payments (subject to abatement under certain circumstances as described in this Official Statement). On the occurrence of an Event of Default under the Lease, the Trustee (as the Authority’s assignee pursuant to an Assignment Agreement dated as of January 1, 2013 by and between the Authority and the Trustee) may terminate the Lease and may recover rent and other monetary charges as they become due, but may NOT terminate the City’s right to possession possession of the Leased Property. See “SECURITY FOR THE BONDS – Remedies” and “BOND OWNERS RISKS – Default.” Neither the City nor the Authority will create or maintain a debt service reserve account with respect to the Lease Payments or for the Bonds. See “SECURITY FOR THE BONDS.” Bond Terms; Book-Entry Only. The Bonds will bear interest at the rates shown on the inside cover page, payable semiannually on June 1 and December 1 (each, an “Interest Payment Date”), commencing June 1, 2013, and will be issued in fully-registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). With respect to any Interest Payment Date, the 15th calendar day of the month preceding such Interest Payment Date shall be its respective “Record Date.” Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Payments of the principal of, premium, if any, and interest on the Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the Bonds. See “THE BONDS -General Provisions.” Redemption. The Bonds are subject to redemption prior to maturity. See “THE BONDS -Redemption.” THE BONDS ARE NOT SECURED BY A PLEDGE OF THE TAXING POWER OF THE CITY. THE AUTHORITY HAS NO TAXING POWER. NONE OF THE BONDS, NOR THE OBLIGATION OF THE AUTHORITY TO PAY PRINCIPAL OF OR INTEREST ON THE BONDS, NOR THE OBLIGATION OF THE CITY TO MAKE THE LEASE PAYMENTS, CONSTITUTES A DEBT OR A LIABILITY OF THE AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL LIMITATION ON INDEBTEDNESS, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY. THE BONDS ARE SECURED SOLELY BY THE PLEDGE OF REVENUES AND CERTAIN FUNDS HELD UNDER THE INDENTURE. SEE “SECURITY FOR THE BONDS.” CERTAIN FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION REGARDING THE CITY IS CONTAINED IN APPENDIX A -“CITY OF SAN LEANDRO GENERAL DEMOGRAPHIC AND FINANCIAL INFORMATION” AND APPENDIX B -“AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2012.” EACH CONTAINS IMPORTANT INFORMATION CONCERNING THE CITY AND SHOULD BE READ IN ITS ENTIRETY. APPENDIX A DESCRIBES CERTAIN FACTORS THAT HAVE AFFECTED THE CITY’S FINANCIAL CONDITION IN THE PAST AND THAT COULD MATERIALLY AFFECT THE FINANCIAL CONDITION OF THE CITY IN FUTURE FISCAL YEARS AND THE CITY’S ABILITY TO MAKE LEASE PAYMENTS. MATURITY SCHEDULE (see inside cover) The following firm, serving as “Financial Advisor,” has assisted in the structuring of this issue: [PFM LOGO] * 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 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. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE BONDS. The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the Authority and the City by Jones Hall, A Professional Law Corporation, as Disclosure Counsel. Certain legal matters will be passed upon for the City and the Authority by the City Attorney, and for the Underwriter by Nossaman LLP, Irvine, California. It is anticipated that the Bonds will be delivered in book-entry form through the facilities of DTC on or about January __, 2013. The date of this Official Statement is: January __, 2013. MATURITY SCHEDULE* (Base CUSIP†: _____) Maturity Principal Interest (December 1) Amount Rate Yield Price CUSIP† 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 † Copyright 2013, American Bankers Association. CUSIP data are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. Neither the City, the Authority nor the Underwriter assumes any responsibility for the accuracy of these CUSIP data. * Preliminary, subject to change. SAN LEANDRO PUBLIC FINANCING AUTHORITY CITY OF SAN LEANDRO AUTHORITY BOARD/CITY COUNCIL Stephen H. Cassidy, Mayor/Chair Michael J. Gregory, Vice Mayor/Vice-Chair Ursula Reed, Councilmember/Member Diana M. Souza, Councilmember/Member Tom Dlugosh, Councilmember/Member Pauline Russo Cutter, Councilmember/Member Jim Proula, Councilmember/Member AUTHORITY/CITY OFFICIALS Chris Zapata, City Manager/Executive Director David Baum, Finance Director/Treasurer Carla Rodriguez, Deputy Finance Director Marian Handa, City Clerk/Secretary Jayne Williams, City Attorney/Authority Counsel _______________________________________ BOND COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California FINANCIAL ADVISOR Public Financial Management, Inc. San Francisco, California VERIFICATION AGENT [TO COME] TRUSTEE U.S. Bank National Association San Francisco, California No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein; and, if given or made, such other information or representations must not be relied upon as having been authorized by the Authority, the