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and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree: Section 1. Termination. (a) By virtue of the deposit with the 2001 Trustee of funds sufficient to pay and prepay in full the 2001 Lease Payments, (i) all obligations of the City under the 2001 Lease Agreement has ceased and terminated, excepting only the obligation of the City to make, or cause to be made, all payments from the deposit made by the City pursuant to Section 9.1 of the 2001 Lease Agreement, (ii) the term of the 2001 Lease Agreement and the 2001 Site Lease have terminated, and (iii) title to the property that is subject to the 2001 Lease Agreement shall vest in the City on the date of said deposit automatically and without further action by the City or the Authority. (b) In accordance with the foregoing, the 2001 Lease Agreement, the 2001 Site Lease, the 2001 Memorandum of Lease and the 2001 Assignment are each hereby terminated and are of no further force or effect. (c) From and after the date hereof, none of the parties shall have any further rights or obligations under the 2001 Lease Agreement, the 2001 Site Lease, the 2001 Memorandum of Lease or the 2001 Assignment. Section 2. Execution in Counterparts. This Termination Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -3-IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement. CITY OF SAN LEANDRO, By Chris Zapata, City Manager Attest: Marian Handa City Clerk SAN LEANDRO PUBLIC FINANCING AUTHORITY, By Chris Zapata, Executive Director Attest: Marian Handa Secretary U.S. BANK NATIONAL ASSOCIATION, as 2001 Trustee By Authorized Officer Exhibit A Page 1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY 60295-01 JH:SM;mwk 10/19/12 10/30/12 AFTER RECORDATION RETURN TO: JONES HALL, A PROFESSIONAL LAW CORPORATION 650 California Street, 18th Floor San Francisco, CA 94108 Attention: Stephen G. Melikian, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”) is dated as of January 1, 2013, and is by and among the CITY OF SAN LEANDRO, a chartered city and municipal corporation duly organized and existing under the laws of the State of California (the “City”), SAN LEANDRO PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee for the 2003 Certificates described herein (the “2003 Trustee”). W I T N E S S E T H : WHEREAS, the Authority and the City have heretofore caused the execution and delivery of 2003 Certificates of Participation (City Hall Refunding Project) (the “2003 Certificates”) evidencing the direct, undivided fractional interest of the owner thereof in lease payments to be made by the City as the rental for certain property described in Exhibit A hereto pursuant to a Lease Agreement dated as of May 1, 2003 (the “2003 Lease Agreement”) with the Authority; and WHEREAS, in connection with the execution and delivery of the 2003 Certificates, the City and the Authority entered into the following documents: (i) Site and Facility Lease dated as of May 1, 2003, between the City, as lessor, and the Authority, as lessee, recorded on May 20, 2003 in the Official Records of Alameda County as document number 2003293674 (the “2003 Site Lease”); (ii) 2003 Lease Agreement; (iii) Memorandum of Lease Agreement dated as of May 1, 2003, between the Authority, as sublessor, and the City, as sublessee, recorded on May 20, 2003 in the Official Records of Alameda County as document number 2003293675 (the “2003 Memorandum of Lease”); and -2-(iv) Assignment Agreement dated as of May 1, 2003, between the Authority and the 2003 Trustee, recorded on May 20, 2003 in the Official Records of Alameda County as document number 2003293676 (the “2003 Assignment Agreement”); WHEREAS, pursuant to Section 9.1 of the 2003 Lease Agreement, the City has deposited with the 2003 Trustee funds which are sufficient to provide for the payment and prepayment of the lease payments due under the 2003 Lease Agreement, and the corresponding payment and prepayment of the 2003 Certificates, through and including June 1, 2013, which has the effect of terminating the 2003 Lease Agreement of record against the properties which are leased thereunder; and NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree: Section 1. Termination. (a) By virtue of the deposit with the 2003 Trustee of funds sufficient to pay and prepay in full the 2003 Lease Payments, (i) all obligations of the City under the 2003 Lease Agreement has ceased and terminated, excepting only the obligation of the City to make, or cause to be made, all payments from the deposit made by the City pursuant to Section 9.1 of the 2003 Lease Agreement, (ii) the term of the 2003 Lease Agreement and the 2003 Site Lease have terminated, and (iii) title to the property that is subject to the 2003 Lease Agreement shall vest in the City on the date of said deposit automatically and without further action by the City or the Authority. (b) In accordance with the foregoing, the 2003 Lease Agreement, the 2003 Site Lease, the 2003 Memorandum of Lease and the 2003 Assignment are each hereby terminated and are of no further force or effect. (c) From and after the date hereof, none of the parties shall have any further rights or obligations under the 2003 Lease Agreement, the 2003 Site Lease, the 2003 Memorandum of Lease or the 2003 Assignment. Section 2. Execution in Counterparts. This Termination Agreement may be be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -3-IN WITNESS WHEREOF, the parties hereto have duly executed this Termination Agreement. CITY OF SAN LEANDRO, By Chris Zapata, City Manager Attest: Marian Handa City Clerk SAN LEANDRO PUBLIC FINANCING AUTHORITY, By Chris Zapata, Executive Director Attest: Marian Handa Secretary U.S. BANK NATIONAL ASSOCIATION, as 2003 Trustee By Authorized Officer Exhibit A Page 1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY City of San Leandro Meeting Date: November 19, 2012 Resolution -Council File Number: 12-541 Agenda Section: ACTION ITEMS Agenda Number: TO: City Council FROM: Chris Zapata City Manager BY: David Baum Finance Director FINANCE REVIEW: David Baum Finance Director TITLE: ADOPT: Resolution of the City Council of the City of San Leandro Approving Documents and Actions Relating to the Refinancing of 2001 Certificates of Participation and the 2003 Certificates of Participation (approves the issuance of the San Leandro Public Financing Authority 2013 Refunding Bonds not to exceed $14.5 million in par value) WHEREAS, the City of San Leandro (the “City”) has previously caused the execution and delivery of its (a) 2001 Certificates of Participation (Joint Project Area Financing) in the aggregate initial principal amount of $5,020,000 (the “2001 Certificates”) for the purpose of financing certain capital projects within or benefit to the Joint Project Area of the Redevelopment Agency of the City of San Leandro and (b) 2003 Certificates of Participation (City Hall Refinancing Project) in the aggregate initial principal amount of $12,550,000 (the “2003 Certificates”) for the purpose of refunding, on a current basis, the City of San Leandro Certificates of Participation (1993 Seismic Retrofit Financing Project), which were executed and delivered to finance improvements to the City Hall of the City and to refund, on an advance basis, the Parking Authority of the City of San Leandro 1982 Parking Lease Revenue Bonds, which were issued to finance certain parking improvements for the City; and WHEREAS, in order to take advantage of prevailing bond market conditions, the City Council wishes to authorize the refinancing of the 2001 Certificates and the 2003 Certificates (collectively, the “Prior Certificates”); and WHEREAS, to that end, the City has proposed to lease the real property constituting its City Hall, including land and improvements (the “Leased Property”) to the San Leandro Public Financing Authority (the “Authority”) in in consideration of the payment by the Authority of an upfront rental payment which is sufficient to provide funds to refinance the Prior Certificates; and WHEREAS, in order to raise funds for such purpose, the Authority proposes to issue and sell its San Leandro Public Financing Authority 2013 Refunding Lease Revenue Bonds in City of San Leandro Page 1 Printed on 11/13/2012 File Number: 12-541 the aggregate principal amount of not to exceed $14,500,000 (the “Refunding Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and WHEREAS, in order to secure the payments of principal of and interest on the Refunding Bonds, the Authority proposes to lease the Leased Property back to the City under a Lease Agreement (the “Lease Agreement”), under which the City is obligated to pay semiannual lease payments as rental for the Leased Property, and the Authority will assign substantially all of its rights under the Lease Agreement to U.S. Bank National Association, as trustee for the Refunding Bonds; and WHEREAS, in connection with the refinancing, the Authority, as lessor, and the City, as lessee, will enter into a Lease Agreement dated as of January 1, 2013 (the “2013 Lease Agreement”), pursuant to which the City will make lease payments, a portion of which relate to the refunding of the 2001 Certificates (the “2001 Refunding Lease Payments”), to the Authority; and WHEREAS, in order to entice the City to enter into the 2013 Lease Agreement and to obligate itself to make the 2001 Refunding Lease Payments, the Successor Agency desires to enter into an Amended and Restated Reimbursement Agreement (the “2013 Reimbursement Agreement”); and WHEREAS, the City Council wishes at this time to approve all proceedings to which it is a party relating to the issuance and sale of the Refunding Bonds and the refinancing of the Prior Certificates; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Leandro as follows: SECTION 1. Issuance of Refunding Bonds. The City Council hereby approves the issuance of the Refunding Bonds by the Authority under the Bond Law in the maximum principal amount of $14,500,000, for the purpose of providing funds to refinance the Prior Certificates. SECTION 2. Approval of Related Financing Agreements. The City Council hereby approves each of the following agreements required for the issuance and sale of the Refunding Bonds and the refinancing of the Prior Certificates, in substantially the respective forms on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, City Manager, Assistant City Manager or the Finance Director (each, an “Authorized Officer”), whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest, the final form of each such agreement, as follows: Site Lease, between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of an amount which will be applied by the City to refinance the Prior Certificates. City of San Leandro Page 2 Printed on 11/13/2012 File Number: 12-541 Lease Agreement, between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Property back to the City and the City agrees to pay semiannual lease payments which are sufficient to provide revenues with which to pay principal of and interest on the Refunding Bonds when due; and Refunding Instructions, one each for the 2001 Certificates and the 2003 Certificates, from the City and the Authority to U.S. Bank National Association, as trustee for the Prior Certificates, providing the deposit, investment and application of funds to refinance the Prior Certificates. Continuing Disclosure Certificate, to be executed by the City. Amended and Restated Reimbursement Agreement (Joint Project Area), between the Successor Agency to the Redevelopment Agency of the City of San Leandro and the City. SECTION 3. Negotiated Sale of Refunding Bonds. The City Council hereby approves the negotiated sale of the Refunding Bonds by the Authority to Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (collectively, the “Underwriter”). The Refunding Bonds shall be sold pursuant to the terms and provisions of a Bond Purchase Agreement among the Authority, the City and the Underwriter in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The Refunding Bonds shall be sold at such price and shall bear interest at such rates as shall produce a minimum net present value savings to the City of at least 3% of the principal amount of the outstanding Prior Certificates, as such savings shall be verified and conclusively determined by the City’s Financial Advisor (the “Minimum Savings Requirement”). The Underwriter’s discount shall not exceed .50%. SECTION 4. Official Statement. The City Council hereby approves the preliminary Official Statement describing the Refunding Bonds in substantially the form on file with the City Clerk. The City Manager and the Finance Director, each acting alone, are hereby authorized and directed to approve any changes in or additions to said preliminary Official Statement (including the insertion of financial data that is contained in the City’s Comprehensive Annual Financial Report for the fiscal year ended June 30, 2012) and to execute an appropriate certificate stating the City Manager’s determination that the preliminary Official Statement (together with any changes therein or additions thereto) has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The City Manager and the Finance Director, each acting alone, are hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, iand the execution thereof by the City Manager or the Finance Director shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed on behalf of the City by the City Manager or the Finance Director. SECTION 5. Engagement of Bond and Disclosure Counsel. The firm of Jones Hall, City of San Leandro Page 3 Printed on 11/13/2012 File Number: 12-541 A Professional Law Corporation, is hereby retained as bond counsel and disclosure counsel to the City in connection with the issuance and sale of the Refunding Bonds. The City Manager is hereby authorized and directed on behalf of the City to execute an agreement with each of said firms in the respective forms on file with the City Clerk. SECTION 6. Official Actions. The Authorized Officers, the City Attorney, the City Clerk and all other officers of the City are each authorized and directed on behalf of the City to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. An Authorized Officer may revise the identity of the Leased Property as necessary in order to accomplish the purposes of this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. SECTION 7. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. City of San Leandro Page 4 Printed on 11/13/2012 City of San Leandro Meeting Date: November 19, 2012 Resolution -PFA File Number: 12-542 Agenda Section: ACTION ITEMS Agenda Number: TO: City Council FROM: Chris Zapata City Manager BY: David Baum Finance Director FINANCE REVIEW: David Baum Finance Director TITLE: ADOPT: Resolution of the San Leandro Public Financing Authority Authorizing the Issuance and Sale of 2013 Refunding Lease Revenue Bonds to Refinance Outstanding 2001 Certificates of Participation and 2003 Certificates of Participation, and Approving Related Documents and Official Actions (approves the issuance of the San Leandro Public Financing Authority 2013 Refunding Bonds not to exceed $14.5 million in par value) RESOLVED, by the San Leandro Public Financing Authority (the "Authority"), as follows:WHEREAS, the City of San Leandro (the “City”) has previously caused the execution and delivery of its (a) 2001 Certificates of Participation (Joint Project Area Financing) in the aggregate initial principal amount of $5,020,000 (the “2001 Certificates”) for the purpose of financing certain capital projects within or benefit to the Joint Project Area of the Redevelopment Agency of the City of San Leandro and (b) 2003 Certificates of Participation (City Hall Refinancing Project) in the aggregate initial principal amount of $12,550,000 (the “2003 Certificates”) for the purpose of refunding, on a current basis, the City of San Leandro Certificates of Participation (1993 Seismic Retrofit Financing Project), which were executed and delivered to finance improvements to the City Hall of the City and to refund, on an advance basis, the Parking Authority of the City of San Leandro 1982 Parking Lease Revenue Bonds, which were issued to finance certain parking improvements for the City; and WHEREAS, in order to take advantage of prevailing bond market conditions, the City Council of the City wishes to authorize the refinancing of the 2001 Certificates and the 2003 Certificates (collectively, the “Prior Certificates”); and WHEREAS, to that end, the City has proposed to lease the real property constituting its City Hall, including land and improvements (the “Leased Property”) to the San Leandro Public Financing Authority (the “Authority”) in consideration of the payment by the Authority of an upfront rental payment which is sufficient to provide funds to refinance the Prior Certificates; and City of San Leandro Page 1 Printed on 11/13/2012 File Number: 12-542 WHEREAS, in order to raise funds for such purpose, the Authority proposes to issue and sell its San Leandro Public Financing Authority 2013 Refunding Lease Revenue Bonds in the aggregate principal amount of not to exceed $14,500,000 (the “Refunding Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and WHEREAS, in order to secure the payments of principal of and interest on the Refunding Bonds, the Authority proposes to lease the Leased Property back to the City under a Lease Agreement (the “Lease Agreement”), under which the City is obligated to pay semiannual lease payments as rental for the Leased Property, and the Authority will assign substantially all of its rights under the Lease Agreement to U.S. Bank National Association, as trustee for the Refunding Bonds; and WHEREAS, in connection with the refinancing, the Authority, as lessor, and the City, as lessee, will enter into a Lease Agreement dated as of January 1, 2013 (the “2013 Lease Agreement”), pursuant to which the City will make lease payments, a portion of which relate to the refunding of the 2001 Certificates (the “2001 Refunding Lease Payments”), to the Authority; and WHEREAS, in order to entice the City to enter into the 2013 Lease Agreement and to obligate itself to make the 2001 Refunding Lease Payments, the Successor Agency desires to enter into an Amended and Restated Reimbursement Agreement (the “2013 Reimbursement Agreement”); and WHEREAS, the Authority wishes at this time to approve all proceedings to which it is a party relating to the issuance and sale of the Refunding Bonds and assist the City in the refinancing of the Prior Certificates; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: SECTION 1. Issuance of Refunding Bonds. The Authority hereby authorizes the issuance of the Refunding Bonds under the Bond Law in the maximum principal amount of $14,500,000, for the purpose of providing funds to refinance the Prior Certificates. The Refunding Bonds shall be issued under the Bond Law and the Indenture of Trust that is approved below. SECTION 2. Approval of Related Financing Agreements. The Authority hereby approves each of the following agreements required for the issuance and sale of the Refunding Bonds and the refinancing of the Prior Certificates, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto (including the addition of a reserve account) deemed advisable by the Chairman, Executive Director or the Treasurer (each, an “Authorized Officer”), whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed for and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of each such agreement, as follows: City of San Leandro Page 2 Printed on 11/13/2012 File Number: 12-542 Indenture of Trust, between the Authority and U.S. Bank National Association, as trustee (the “Trustee”), setting forth the terms and provisions relating to the Refunding Bonds. Site Lease, between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of an amount which will be applied by the City to refinance the Prior Certificates. Lease Agreement, between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Property back to the City and the City agrees to pay semiannual lease payments which are sufficient to provide revenues with which to pay principal of and interest on the Refunding Bonds when due; Assignment Agreement, between the Authority and the Trustee, whereby the Authority assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of the Refunding Bond owners; and Refunding Instructions, one each for the 2001 Certificates and the 2003 Certificates, from the City and the Authority to U.S. Bank National Association, as trustee for the Prior Certificates, providing the deposit, investment and application of funds to refinance the Prior Certificates. SECTION 3. Negotiated Sale of Refunding Bonds. The Authority hereby authorizes and directs the negotiated sale of the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (collectively, the “Underwriter”). The Refunding Bonds shall be sold pursuant to the terms and provisions of a Bond Purchase Agreement among the Authority, the City and the Underwriter in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The Refunding Bonds shall be sold at such price and shall bear interest at such rates as shall produce a minimum net present value savings to the City of at least 3% of the principal amount of the outstanding Prior Certificates, as such savings shall be verified and conclusively determined by the City’s Financial Advisor (the “Minimum Savings Requirement”). The Underwriter’s discount shall not exceed .50%. SECTION 4. Official Statement. The Authority hereby approves the preliminary Official Statement describing the Refunding Bonds in substantially the form on file with the Secretary. The Executive Director is hereby authorized and directed to approve any changes in or additions to said preliminary Official Statement and to execute an appropriate certificate stating the Executive Director’s determination that the preliminary Official Statement (together with any changes therein or additions thereto) has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The Executive Director is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Executive Director shall be conclusive evidence of approval of any such changes and additions. The Authority hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed on behalf of the Authority by the Executive Director. City of San Leandro Page 3 Printed on 11/13/2012 File Number: 12-542 SECTION 5. Official Actions. The Authorized Officers and the General Counsel, the Secretary and all other officers of the Authority are each authorized and directed on behalf of the Authority to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. An Authorized Officer may revise the identity of the Leased Property as necessary in order to accomplish the purposes of this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable. unavailable. SECTION 6. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. City of San Leandro Page 4 Printed on 11/13/2012 City of San Leandro Meeting Date: November 19, 2012 Resolution -SA File Number: 12-543 Agenda Section: ACTION ITEMS Agenda Number: TO: City Council FROM: Chris Zapata City Manager BY: David Baum Finance Director FINANCE REVIEW: David Baum Finance Director TITLE: ADOPT: Resolution of the Successor Agency to the Redevelopment Agency of the City of San Leandro Approving, Authorizing and Directing Execution of an Amended and Restated Reimbursement Agreement and Authorizing and Directing Certain Actions with Respect Thereto (authorizes the execution of documents relating to the issuance of the San Leandro Public Financing Authority 2013 Refunding Bonds) RESOLVED, by the Successor Agency to the Redevelopment Agency of the City of San Leandro (the “Successor Agency”), as follows: WHEREAS, the City of San Leandro, California (the “City”), working together with the San Leandro Public Financing Authority (the “Authority”), is proposing to refinance City’s 2001 Certificates of Participation (Joint Project Area Financing) (the “2001 Certificates”) in order to achieve debt service savings; and WHEREAS, the 2001 Certificates evidenced lease payments (the “2001 Lease Payments”) made by the City to the Authority under a Lease Agreement dated as of December 1, 2001 (the “2001 Lease Agreement”) between the Authority, as lessor, and the City, as lessee; and WHEREAS, in connection with the execution and delivery of the 2001 Certificates, the Redevelopment Agency of the City of San Leandro (the “Agency”) and the City entered into a Reimbursement Agreement