(2)AR 102009 Proposition 1A - Laserfiche WebLink

Browse Search

(5) Authorizes miscellaneous related actions and makes certain ratifications, findings and determinations required by law. Proposed Purchase and Sale Agreement The proposed Purchase and Sale Agreement: (1) Provides for the sale of the Proposition 1A receivable to California Communities; and (2) Contains representations and warranties of the City to assure California Communities that the Proposition 1A receivable has not been previously sold, is not encumbered, that no litigation or other actions is pending or threatened to disrupt the transaction and the this is an arm's length "true sale" of the Proposition 1A receivable; and (3) Provides mechanics for payment of the Purchase Price; and (4) Contains other miscellaneous provisions. Proposed Purchase and Sale Agreement Exhibits: The proposed Proposition 1A Purchase and Sale Agreement Exhibits: (131) Opinion of Counsel: This is an opinion of the counsel to the local agency (which may be an in-house counsel or an outside counsel) covering basic approval of the documents, litigation, and enforceability of the document against the Seller. It will be dated as of the Pricing date of the bonds (currently expected to be November 10, 2009). (132) Bringdown Opinion: This simply "brings down" the opinions to the closing date (currently expected to be November 19, 2009). (Cl) Certificate of the Clerk of the Local Agency: A certificate of the Clerk confirming that the resolution was duly adopted and is in full force and effect. (C2) Seller Certificate: A certification of the Seller dated as of the Pricing Date confirming that the representations and warranties of the Seller are true as of the Pricing Date, confirming authority to sign, confirming due approval of the resolution and providing payment instructions. (C3) Bill of Sale and Bringdown Certificate: Certificate that brings the certifications of C2 down to the Closing Date and confirms the sale of the Proposition 1A receivable as of the Closing Date. (D) Irrevocable Instructions to the Controller: Required in order to let the State Controller know that the Proposition 1A receivable has been sold and directing the State to make payment of the receivable to the Trustee on behalf of the Purchaser. (E) Escrow Instruction Letter: Instructs Transaction Counsel (Orrick) to hold all documents in escrow until closing, and if closing does not occur by December 31, 2009 for any reason, to destroy all documents. FINANCIAL IMPACT: Participation in this program will eliminate a potential budget shortfall caused by State borrowing of property tax revenue from the City. Initial estimates place this amount at approximately $800,000. ENVIRONMENTAL IMPACT: