HomeMy WebLinkAbout104-Synopsis.pdfAttachment C
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Synopsis of Resolution and Purchase and Sale Agreement Documents
The proposed Proposition 1A Receivables Sale Resolution:
1. Authorizes the sale of the City of Saratoga’s Proposition 1A Receivable to California
Communities for 100% of its receivable;
2. Approves the form, and directs the execution and delivery of the Purchase and Sale
Agreement with California Communities and related documents;
3. Authorizes and directs any Authorized Officer to send, or to cause to be sent, an
irrevocable written instruction required by statute to the State Controller notifying the
State of the sale of the Proposition 1A Receivable and instructing the disbursement of
the Proposition 1A Receivable to the Proposition 1A Bond Trustee;
4. Appoints certain City of Saratoga officers and officials as Authorized Officers for
purposes of signing documents; and
5. Authorizes miscellaneous related actions and makes certain ratifications, findings and
determinations required by law.
The Purchase and Sale Agreement:
1. Provides for the sale of the Proposition 1A Receivable to California Communities;
2. Contains representations and warranties of the [City/county/District] 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 that this is an arm's length "true sale" of the Proposition
1A Receivable.
3. Provides mechanics for payment of the Purchase Price
4. Contains other miscellaneous provisions.
Proposed Purchase and Sale Agreement Exhibits :
The proposed Proposition 1A Purchase and Sale Agreement Exhibits:
B1) 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).
(B2) Bringdown Opinion: This simply "brings down" the opinions to the closing date
(currently expected to be November 19, 2009).
(C1) 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
Attachment C
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.