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6.2C Page 1 0 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT, dated as of November 1,2009 (this "Agreement"), is entered into by and between: (1) CITY OF REDWOOD CITY GENERAL IMPROVEMENT DISTRICT 1-64, a local agency of the State of California within the meaning of Section 6585(f) of the California Government Code (the "Seller"); and (2) CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Purchaser"). RECITALS A. Pursuant to Section 25.5 of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, local agencies within the meaning of Section 6585(f) of the California Government Code are entitled to receive certain payments to be made by the State of California (the "State") on or before June 30, 2013, as reimbursement for reductions in the percentage of the total amount of ad valorem property tax revenues allocated to such local agencies during the State's 2009-10 fiscal year, which reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California Revenue and Taxation Code. B. The Seller is the owner of the Proposition lA Receivable (as defined below) and is entitled to and has determined to sell all right, title and interest in and to the Proposition 1 A receivable, namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(I)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to fund any lawful purpose as permitted under the applicable laws of the State. C. The Seller is authorized to sell or otherwise dispose of its property as the interests of its residents require. D. The Purchaser, a joint exercise of powers authority organized and existing under the laws of the State, has been authorized pursuant to Section 6588(x) of the California Government Code to purchase the Proposition lA Receivable. E. The Seller is willing to sell, and the Purchaser is willing to purchase, the Proposition I A Receivable upon the terms specified in this Agreement. F. Pursuant to its Proposition lA Receivable Financing Program (the "Program"), the Purchaser will issue its bonds (the "Bonds") pursuant to an Indenture (the "Indenture"), between the Purchaser and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and will use a portion of the proceeds thereof to purchase the Proposition lA Receivable from the Seller. G. The Purchaser will grant a security interest in such Proposition lA Receivable to the Trustee and each Credit Enhancer to secure the Bonds.