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with Fiscal Year 2008-09. City Plan Description. The City’s defined benefit Other Post Employment Benefit (OPEB) Plan (the “Plan”) is a single-employer defined benefit healthcare plan <br />administered by the City of San Leandro. Retirees who have at least ten years of service and meet certain criterion based upon retirement date, household income in the most recent calendar <br />year and age are entitled to reimbursements for qualified expenses. Annual maximum reimbursement amounts differ depending on when an employee retired from City service. The majority <br />of retirees may be eligible for a maximum of $4,320 in annual reimbursements. Amendments to benefit provisions are negotiated by various bargaining units at the City and must be approved <br />by Council. In Fiscal Year 2008-09, the <br />A-32 City established an irrevocable exclusive agent multi-employer benefit trust which is administered by Public Agency Retirement Services (“PARS”). The trust will be used to accumulate <br />and invest assets necessary to reimburse retirees. Annual OPEB Cost and Net OPEB Obligation. The Plan’s Annual Required Contribution (“ARC”) is an amount actuarially determined in accordance <br />with the parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any unfunded <br />actuarial liabilities (or funding excess) over a period not to exceed 30 years. The following table shows the components of the City’s annual OPEB cost for Fiscal Year 2011-12, the amount <br />actually contributed to the plan, and changes in the City’s Net OPEB obligation: Annual required contribution $1,443,000 Interest on net OPEB obligation 71,000 Adjustment to annual required <br />contribution (62,000) Annual OPEB cost (expense) 1,452,000 Contributions (benefit payments) (1,169,503) Increase in net OPEB obligation 282,497 Net OPEB obligation – beginning of year <br />1,356,528 Net OPEB obligation – end of year $1,639,025 The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for the last <br />four Fiscal Years are as follows: Fiscal Year Ended Annual OPEB Cost Contribution Percentage of Annual OPEB Cost Contributed Net OPEB Obligation June 30, 2009 $1,791,000 $1,411,315 79% <br />$379,685 June 30, 2010 1,870,000 1,359,742 73 510,258 June 30, 2011 1,387,000 920,415 66 466,585 June 30, 2012 1 ,452,000 1,169,503 81 282,497 Total Net OPEB Obligation $1,639,025 Source: <br />City of San Leandro. Funding Policy. There is no statutory requirement for the City to prefund its OPEB obligation. The City has currently, and generally, has chosen to both pay plan <br />benefits on a pay-as-you-go basis and to also fund an irrevocable trust that it established with PARS in Fiscal Year 2008-09 (the "PARS Trust"). The City paid and contributed contributed <br />the following amounts for eligible employees as its regular employer contributions for and over its last four Fiscal Years: <br />A-33 Fiscal Year Ended No. of Employees Amount Contributed to PARS Trust Amount Paid Under Pay-as-you-go June 30, 2009 335 $500,000 $911,315 June 30, 2010 355(2) $500,000 $859,742 June <br />30, 2011 (1) 355(2) 0 $920,415 June 30, 2012 ____________________________ (1) For Fiscal Year 2010-11, the City did not contribute to the PARS Trust. (2) Estimated. The City's OPEB actuarial <br />study, which generates the number of eligible employees for which regular contributions are made is prepared once every two to three years. The City presently anticipates that its pay-as-you-go <br />plan benefit expense will be approximately $____ for Fiscal Year 2012-13, and that it will also contribute ____ to the PARS Trust for this same Fiscal Year. Funded Status and Funding <br />Progress. As of June 30, 2009, the latest valuation date, the funded status of the plan, was as follows: Actuarial accrued liability (AAL) $16,853,000 Actuarial value of plan assets <br />$500,000 Unfunded actuarial accrued liability (UAAL) $16,353,000 Funded ratio (actuarial value of plan assets/AAL) 3% Covered payroll (active plan members) $29,408,000 UAAL as percentage <br />of covered payroll 55.6% Actuarial valuations of an ongoing plan involve estimates of the value of expected benefit payments and assumptions about the probability of occurrence of events <br />far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the <br />annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. Actuarial <br />Methods and Assumptions. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and <br />include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial <br />methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent <br />with the long-term perspective of the calculations. In the June 30, 2010 actuarial valuation, the entry age normal actuarial cost method was used with a 30 year closed amortization period <br />and level percentage of pay. There were no assets in the plan as of the valuation date. The actuarial assumptions are as follows: * The CPI was assumed to be a constant at 3% per year. <br /> <br />A-34 * Assets in the plan will be invested in a moderately conservative money market portfolio that will provide current income with capital appreciation as a secondary objective. * <br />7.75% Investment rate of return (net of administrative expenses). Investment Policies and Procedures. The City maintains a cash and investment pool, which includes cash balances and <br />authorized investments of all funds, which the Finance Director invests to enhance interest earnings. The pooled interest earned is allocated to the funds based on average daily cash <br />and investment balance in these funds. The City invests its funds in accordance with the City’s Investment Policy (the “Investment Policy”), which is subject to annual review and approval <br />by the City Council. The purpose of the Investment Policy is to establish the investment goals of safety, liquidity, and yield (in that order). The City’s Investment Policy complies <br />with the provisions of the California government Code, Sections 53600 through 53659 (the authority governing investments for municipal governments in the State). The Investment Policy <br />limits the City to investments authorized by State law. In addition, the Investment Policy establishes further guidelines. The overall strategy of the Investment Policy is to earn a <br />maximum rate of return, while preserving capital and sufficient liquidity to meet operating cash requirements. This is accomplished by maintaining a portfolio of allowable investment <br />instruments that have acceptable credit quality standards with maturities matching expected cash needs. The City does not actively trade securities in the open market. The City utilizes <br />a “buy and hold” approach, which means that it holds securities until maturity unless they are called prior to their scheduled maturity dates by the issuing entity. The City Council <br />reviews monthly investment reports. According to the report for the month ended December 31, 2012, the City has invested funds as set forth in the table below. There has been no material <br />change to the amounts of of invested funds set forth below as of the date hereof. TABLE 18 CITY OF SAN LEANDRO INVESTMENT PORTFOLIO as of December 31, 2012(1) Par Value Market Value <br />Cost Percent of Portfolio Days to Mat./Call YTM/C Federal Agency securities Money Market U.S. Treasury Notes Local Agency Investment Fund (LAIF) TOTAL (1) Most recent report available. <br />(2) Not applicable Source: City of San Leandro. <br />A-35 City Economic and Demographic Information Employment and Industry. The City has a diverse and strong economy, with its business community comprised of a varied collection of businesses <br />ranging from neighborhood coffee houses and fine restaurants, large food processing centers, and regional shopping opportunities, to cutting edge technology companies. While the economic <br />base has dramatically changed from its agricultural early years, San Leandro continues to expand on its sound business base with the ongoing development of such projects as a new downtown <br />parking structure, a multi-family housing development, a new regional hospital, and the continued revitalization of downtown San Leandro. The recession resulting from the global financial <br />and credit market meltdown in late 2008 has had a direct and dramatic impact on San Leandro’s local revenues. While there are some signs of an economic recovery, it is very slow. The <br />unemployment rate in the Oakland-Fremont-Hayward Metropolitan Division, of which San Leandro is a part, was ___% in December 2012, down from a revised ___% in November 2012, and below <br />the year-ago estimate of ___%. This compares with an unadjusted unemployment rate of ___% for the State and ___% for the nation during the same period. The unemployment rate was ___% <br />in the County, and ___% in Contra Costa County. Despite the recession, the City's economy has remained relatively strong. The City has placed a strong priority on maintaining its industrial <br />base – over 20% of the City’s land area is zoned industrial – to take advantage of its close proximity to the Port of Oakland, Oakland Airport and two major highways. The City’s industrial <br />vacancy rates are among the lowest in the region and the City has become a hub for specialty and food manufacturing. San Leandro is also a net importer of sales tax revenue, due to the <br />presence of its thriving regional shopping centers and the San Leandro Marina Auto Mall. In order to increase the local tax base, the Redevelopment Agency and a large number of local <br />and regional car dealerships created the Marina Auto Mall, taking advantage of a convenient location and access to Interstate 880. The Auto Mall consists of 12 dealerships, and it has <br />benefitted from industry consolidation and remained almost completely occupied. Efforts to revitalize the downtown area of the City have also begun to bear fruit, as major infrastructure <br />upgrades and a branding and marketing program are bringing new retail activity to the City’s historic core. The following table shows civilian labor force and wage and salary employment <br />data for the San Leandro Metropolitan Statistical Area, which is within the County, for the past five available calendar years. [Remainder of Page Intentionally Left Blank] <br />A-36 TABLE 19 OAKLAND-FREMONT-HAYWARD METROPOLITAN DIVISION ALAMEDA, ALAMEDA COUNTIES CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT (Annual Averages) 2007 2008 2009 2010 2011* Civilian <br />Labor Force (1) 1,272,700 1,287,800 1,288,600 1,277,400 1,284,600 Employment 1,213,000 1,208,500 1,153,000 1,133,200 1,151,600 Unemployment 59,800 79,200 135,600 144,200 133,400 Unemployment <br />Rate 4.7% 6.2% 10.5% 11.3% 10.4% WAGE AND SALARY EMPLOYMENT: (2) Agriculture 1,500 1,400 1,400 1,500 1,600 Mining and Logging 1,200 1,200 1,200 1,200 1,200 Construction 71,700 64,900 <br />53,500 47,600 46,300 Manufacturing 94,400 93,100 82,800 78,600 79,000 Wholesale Trade 48,700 47,600 43,700 42,100 42,000 Retail Trade 113,300 109,400 102,100 99,900 100,300 Transportation, <br />Warehousing, Utilities 37,300 35,900 33,200 31,900 31,600 Information 29,000 27,800 25,300 23,900 22,700 Finance and Insurance 41,100 36,200 32,500 33,100 32,600 Real Estate and Rental <br />and Leasing 17,000 16,500 15,500 15,300 14,700 Professional and Business Services 158,200 162,400 148,700 148,000 154,200 Educational and Health Services 128,300 133,000 137,200 139,700 <br />137,500 Leisure and Hospitality 88,000 89,100 85,100 85,600 87,300 Other Services 36,200 36,100 34,700 34,600 35,900 Federal Government 17,100 17,100 16,700 15,700 14,600 State Government <br />166,800 160,100 155,800 151,400 146,200 Local Government 44,500 39,100 39,000 38,000 38,400 TOTAL, ALL INDUSTRIES (3) 1,049,700 1,031,800 969,400 949,800 986,100 * Most recent data available. <br />(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Industry employment is <br />by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State <br />of California Employment Development Department. <br />A-37 Major Employers. Shown below are the principal employers in the City. [UPDATE WITH 2012 CAFR INFORMATION] TABLE 20 CITY OF SAN LEANDRO PRINCIPAL EMPLOYERS As of June 30, 2012 Employer <br />Name No. of Employees Percentage of Total Employment San Leandro Unified School District 1,262 4.30% City of San Leandro 453 1.54 American Medical Response West 402 1.37 Costco Wholesale <br />333 1.13 Coca Cola Bottling Co. 317 1.08 North Face (1) 314 1.07 Wal-Mart Store 2648 283 0.96 Kindred Hospital-SF Bay Area 268 0.91 OSI Soft, Inc 257 0.88 Media Copy 238 0.81 (1) North <br />Face plans to move all of its employees from the City to the City of Alameda by June 2013. As of June 13, 2011, it remained a principal employer of the City, as reflected above. Source: <br />City of San Leandro Comprehensive Annual Financial Report. <br />A-38 The following table shows the major employers in the County as of October 2012, listed in alphabetical order. TABLE 21 ALAMEDA COUNTY Major Employers, 2012 (Listed alphabetically) <br />Employer Name Location Industry Alameda County Law Enforcement Oakland Sheriff Alameda County Sheriff's Ofc Oakland Sheriff Alta Bates Summit Medical Ctr Oakland Hospitals Alta Bates <br />Summit Medical Ctr Berkeley Hospitals Bayer Corp Berkeley Drug Millers (Mfrs) Berkeley Coin & Stamp Berkeley Coin Dealers Supplies & Etc California State-East Bay Hayward Schools-Universities <br />& Colleges Academic Childrens Hospital Health Lbry Oakland Special Interest Libraries Clorox Co Oakland Specialty Clng Plshng/Sanitation (Mfrs) Clorox Co Pleasanton Specialty Clng Plshng/Sanitation <br />(Mfrs) Cooper Vision Inc Pleasanton Physicians & Surgeons Equip & Supls-Mfrs East Bay Water Oakland Transit Lines Highland Hospital Oakland Physicians & Surgeons Kaiser Permanente Hospital <br />Hayward Hospitals Kaiser Permanente Medical Ctr Oakland Hospitals Lawrence Berkeley National Lab Berkeley Physicians & Surgeons Lawrence Livermore Natl Lab Livermore Alternative Fuels <br />Residential & Student Svc Prog Berkeley Schools-Universities & Colleges Academic Safeway Inc Pleasanton Grocers-Retail Tesla Motors Fremont Automobile Dealers-Used Cars Transportation <br />Dept-California Oakland State Government-Transportation Programs University of Ca-Berkeley Berkeley Schools-Universities & Colleges Academic University-Ca Dept Edu Otrch Oakland Schools-Universities <br />& Colleges Academic Washington Hospital Healthcare Fremont Hospitals Waste Management Inc Oakland Alternative Fuels Alameda County Law Enforcement Oakland Sheriff Source: State of California <br />Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2013 1st Edition. <br />A-39 Effective Buying Income. “Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” <br />income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income <br />(which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions <br />and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. <br />According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The following table summarizes the total effective buying income for <br />the County of Alameda, the State and the United States for the period 2007 through 2011, which is the last year for which such information is available. TABLE 22 CITY, COUNTY, STATE <br />AND UNITED STATES EFFECTIVE BUYING INCOME As of January 1, 2007 through 2011 * Most recent annual data available. Source: The Nielsen Company (US), Inc. Year Area Total Effective Buying <br />Income (000’s Omitted) Median Household Effective Buying Income 2007 San Leandro $1,781,143 $50,118 Alameda County 37,572,278 54,688 California 814,894,438 48,203 United States 6,300,794,040 <br />41,792 2008 San Leandro $1,825,223 $51,503 Alameda County 38,889,500 55,987 California 832,531,445 48,952 United States 6,443,994,426 42,303 2009 San Leandro $1,916,318 $52,973 Alameda <br />County 40,053,865 57,997 California 844,823,319 49,736 United States 6,571,536,768 43,252 2010 San Leandro $1,777,668 $49,045 Alameda County 38,097,873 54,734 California 801,393,028 <br />47,177 United States 6,365,020,076 41,368 2011* San Leandro $1,831,193 $48,748 Alameda County 39,064,683 54,542 California 814,578,458 47,062 United States 6,438,704,664 41,253 <br />A-40 Building Permit Activity. Provided below are the building permits and valuations for the City of San Leandro for calendar years 2007 through 2011, which is the last year for which <br />such information is available. TABLE 23 CITY OF SAN LEANDRO TOTAL BUILDING PERMIT VALUATIONS (Valuations in Thousands) 2007 2008 2009 2010 2011* Permit Valuation New Single-family $4,251.5 <br />$954.9 $976.5 $2,758.1 $905.9 New Multi-family 2,884.9 558.2 10,500.0 0.0 0.0 Res. Alterations/Additions 24,184.6 9,055.8 5,517.1 4,666.9 7,716.9 Sub-total Residential 31,321.0 10,569.0 <br />$16,993.6 $7,424.9 $8,622.8 New Commercial 2,800.0 6,617.0 9,000.0 0.0 89,173.0 New Industrial 1,897.6 6,900.0 0.0 0.0 4,400.0 New Other 2,635.0 1,245.3 906.8 2,068.9 330.0 Com. Alterations/Additions <br />36,522.2 26,108.7 21,813.1 12,201.7 11,016.3 Sub-total Nonresidential $43,854.8 $40,871.0 $31,719.9 $14,270.6 $104919.3 TOTAL $75,175.8 $51,440.0 $48,713.5 $24,453.6 $113,542.1 New Dwelling <br />Units Single Family 19 6 3 7 4 Multiple Family 17 2 51 0 0 TOTAL 36 8 54 54 7 4 * Most recent data available. Sources: Construction Industry Research Board, Building Permit Summary for <br />Calendar Years 2007 through 2011. <br />A-41 Provided below are the building permits and valuations for the County for calendar years 2007 through 2011, which is the last year for which such information is available. TABLE <br />24 ALAMEDA COUNTY TOTAL BUILDING PERMIT VALUATIONS (Valuations in Thousands) 2007 2008 2009 2010 2011* Permit Valuation New Single-family $424,009.7 $238,743.0 $227,982.5 $276,660.5 <br />$269,312.8 New Multi-family 315,894.0 201,122.3 96,518.0 157,459.3 249,684.1 Res. Alterations/Additions 339,842.5 285,782.4 229,873.2 243,289.9 273,631.8 Sub-total Residential $1,079,746.3 <br />$725,647.7 $554,373.7 $677,409.6 $792,628.7 New Commercial 219,825.1 197,181.1 72,055.6 $14,689.2 261,804.2 New Industrial 65,661.4 60,200.0 89,535.4 82,475.8 17,485.7 New Other 102,269.9 <br />95,640.7 45,100.3 69,060.1 37,504.6 Com. Alterations/Additions 503,015.7 457,412.5 391,295.8 398,430.5 392,163.7 Sub-total Nonresidential $890,772.1 $810,434.3 $597,987.1 $564,655.4 <br />$708,958.2 TOTAL $1,970,518.4 $1,536,082.0 $1,152,360.8 $1,242,065.0 $1,501,586.9 New Dwelling Units Single Family 1,340 761 802 16 817 Multiple Family 1,911 1,296 536 936 1,352 TOTAL <br />3,251 2,057 1,338 1,843 2,169 * Most recent data available. Sources: Construction Industry Research Board, Building Permit Summary or Calendar Years 2007 through 2011. <br />A-42 Taxable Sales. In 2009, the State Board of Equalization converted the business codes of sales and use tax permit holders to North American Industry Classification System codes. <br />As a result of the coding change, data for 2009 and 2010 is not comparable to that of prior years. Total taxable sales during the first two quarters of calendar year 2011 in the City <br />were reported to be $831,397, a 7 percent increase over the total taxable sales of $776,407 reported during the first two quarters of calendar year 2010. The number of establishments <br />selling merchandise subject to sales tax and the valuation of taxable transactions within the City, for the past five years in which data is available, is presented in the following <br />table. TABLE 25 CITY OF SAN LEANDRO NUMBER OF PERMITS AND VALUATION OF TAXABLE TRANSACTIONS (shown in thousands of dollars) Retail Stores Total All Outlets Number of Permits Taxable <br />Transactions Number of Permits Taxable Transactions 2005 1,212 $1,378,296 2,644 $1,978,944 2006 1,136 1,384,347 2,545 2,014,182 2007 1,099 1,319,642 2,525 1,949,865 2008 1,154 1,212,699 <br />2,506 1,787,282 2009 (1) 1,336 1,074,706 2,351 1,598,739 2010 (1) 1,414 1,110,136 2,448 1,633,900 (1) Data available is not comparable to prior years. “Retail” category now includes <br />“Food Services.” Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). <br />A-43 In 2009, the State Board of Equalization converted the business codes of sales and use tax permit holders to North American Industry Classification System codes. As a result of <br />the coding change, retail stores data for 2009 and after is not comparable to that of prior years. Total taxable transactions during the first two quarters of calendar year 2011 in the <br />County were reported to be $11,062,838,000, an 8 percent increase over the total taxable transactions of $10,226,219,000 reported during the first two quarters of calendar year 2010. <br />The number of establishments selling merchandise subject to sales tax and the valuation of taxable transactions within the County, for the past five years in which data is available, <br />is presented in the following table. TABLE 26 COUNTY OF ALAMEDA NUMBER OF PERMITS AND VALUATION OF TAXABLE TRANSACTIONS (shown in thousands of dollars) Retail Stores Total All Outlets <br />Number of Permits Taxable Transactions Number of Permits Taxable Transactions 2006 20,090 15,656,414 41,951 25,223,384 2007 19,554 15,664,940 42,014 25,831,140 2008 20,186 14,547,749 <br />41,783 23,862,947 2009 (1) 24,596 12,641,415 38,663 20,430,195 2010 (1) 26,241 13,374,283 40,348 21,541,741 (1) Most recent data available is not comparable to prior years. “Retail” <br />category now includes “Food Services.” Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). Community Facilities. San Leandro is home to over <br />50 City facilities, including five fire stations, the Marina Community Center, the Civic Center, a Senior Community Center, the Casa Peralta/History Museum, a Public Works Service Center, <br />a Main Library and three outlying branch libraries, the Marina’s Harbor Master Office, a Water Pollution Control Plant, a Boys and Girls Club with a pool and locker rooms, Farrelly Pool <br />and the San Leandro Family Aquatics Center. The City maintains 17 City parks, which total approximately 110 acres. Additionally, the City is responsible for the day-to-day operation <br />and maintenance of the San Leandro Marina, the Monarch Bay Golf Club and 315 acres of dedicated shoreline marshlands. San Leandro Hospital is the City's full service hospital. The Alameda <br />County Medical Center's psychiatric hospital, the John George Psychiatric Pavilion, is located in unincorporated San Leandro. Fairmont Hospital, located near the City, is an Acute Rehabilitation, <br />Neuro-Respiratory and HIV care center. Also present within the City are Kindred SF Acute Care Hospital and All Saints Skilled Nursing Hospital. Kaiser Permanente had been working with <br />the City for several years to develop a new hospital complex, which project will generate 3,000 new construction jobs in the City. The hospital is expected to open in 2014 and will replace <br />the Kaiser Permanente Hayward Hospital. When complete, the six-story, state-of the art, 425,000-square-foot hospital will include 264 acute care beds, 10 operating rooms, 24-hour emergency <br />services with 40 treatment rooms and a newborn intensive care nursery. A medical office building will house 116 offices for primary care <br />A-44 and specialty physicians, an outpatient procedure suite with six rooms, a pharmacy, a laboratory and radiology services. Education. The San Leandro Unified School District provides <br />K-12 and special education programs. The area also is served by several private and parochial schools. Berkeley City College, Canada College, the College of Alameda, City College of <br />San Francisco, Chabot College, Contra Costa College, Diablo Valley College, Foothill College, Laney College, Los Medanos College, Merritt College, Ohlone College, the College of San <br />Mateo, Skyline College and St. Mary’s College are all within an hour’s drive from the City. The University of California – Berkeley, California State University -East Bay, the University <br />of San Francisco, San Francisco State University and Stanford University are also within an hour’s drive from the City. Transportation. Interstate Highway 580 (east-west), Interstate <br />Highway 680 (north-south) and Highway 61 run in close proximity the City, and provide it access to the the nearby cities of Oakland, San Francisco, Sacramento, San Jose, and the Central <br />Valley. San Leandro is located seven miles from the Oakland International Airport, 35 miles from San Jose Municipal Airport and 25 miles from San Francisco International Airport. Deep <br />water shipping facilities are available at the Port of Oakland and the Port of San Francisco, 10 miles and 20 miles from the City, respectively. The Alameda-Contra Costa Transit District <br />provides regional bus service and connects with the Greyhound Terminal and two San Leandro Bay Area Rapid Transit (BART) stations. Two Bay Area Rapid Transit (BART) stations in the city <br />connect San Leandro with San Francisco and cities in four county areas. San Leandro LINKS is a shuttle bus program for transporting employees in west San Leandro to and from the Downtown <br />BART station. Three nearby international airports link San Leandro residents and businesses with every destination in the world. Oakland International Airport is just minutes away. The <br />Port of Oakland, one of the West Coast’s largest containerized cargo shipping facilities, is 10 miles north of the City. The Port’s deep-water container terminal is the fourth largest <br />and busiest in the nation, one of the top 40 container ports globally, and is served by over 35 shipping lines. San Leandro’s prime location in the Bay Area benefits both the City residents <br />and its business community. <br />B-1 APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2012 <br />C-1 APPENDIX C SUMMARY OF PRINCIPAL LEGAL DOCUMENTS <br />D-1 APPENDIX D FORM OF OPINION OF BOND COUNSEL <br />E-1 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE $________* SAN LEANDRO PUBLIC FINANCING AUTHORITY 2013 REFUNDING LEASE REVENUE BONDS This CONTINUING DISCLOSURE CERTIFICATE (this <br />“Disclosure Certificate”) is executed and delivered by the City of San Leandro (the “City”), on behalf of itself and the San Leandro Public Financing Authority (the "Authority"), in <br />connection with the issuance of the 2013 Refunding Lease Revenue Bonds captioned above (the “Bonds”). The Bonds are being executed and delivered pursuant to an Indenture of Trust dated <br />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”). The City covenants and agrees as follows: <br />Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the <br />Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in <br />the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following <br />meanings: “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the <br />date that is nine months after the end of the City’s Fiscal Year (currently March 31 based on the City’s Fiscal Year end of June 30). “Dissemination Agent” shall mean, initially, U.S. <br />Bank National Association, acting in its capacity as Dissemination Agent hereunder,