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Attachment 2 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 PLEASANTON, a local agency of the State of California within the meaning of Section 6585(0 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(0 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 IA Receivable (as defined below) and is entitled to and has determined to sell all right, title and interest in and to the Proposition IA receivable, namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(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 IA Receivable. E. The Seller is willing to sell, and the Purchaser is willing to purchase, the Proposition 1 A Receivable upon the terms specified in this Agreement. F. Pursuant to its Proposition IA 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 IA Receivable from the Seller. G. The Purchaser will grant a security interest in such Proposition IA Receivable to the Trustee and each Credit Enhancer to secure the Bonds.