Tab_C-4$11,230,000
ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON
(LOSANGELESCOUNTY, CALIFORNIA)
ROSEM EAD MERGED PROJECT AREA
TAX ALLOCATI ON BONDS, SERI ES 2010A
PURCHASE AGREEMENT
June 29, 2010
Rosemead Community Development Commission
8838 East Val I ey Boul evard
Rosemead, Cal i forni a 91770
Rosemead Financing Authority
8838 East Val I ey Boul evard
Rosemead, Cal i forni a 91770
Ladi es and Gentlemen:
The undersigned, E. J. De La Rosa & Co., Inc. (the" Underwriter'), acting in its capacity as a
pri nci pal and not as an agent or f i dud ary, off ers to enter i nto thi s purchase agreement (the " Purchase
Agreement") with the Rosemead Financing Authority (the "Authority") and the Rosemead
Community Development Commission (the "Commission"), which will be binding upon the
Authority, the Commission and the Underwriter upon the acceptance hereof by the Authority and the
Commission. This offer is made subject to its acceptance by the Authority and the Commission by
execution of this Purchase Agreement and its delivery to the Underwriter on or before 5:00 p.m.,
California time, on the date hereof. All terms used herein and not otherwise defined shall have the
respecti ve meani ngs gi ven to such terms i n the I ndenture as herei natter def i ned.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements hereinafter set forth, the Authority hereby agrees to
purchase from the Commission for sal e to the Underwriter, and the Commission hereby agrees to sel I
to the Authority for such purpose, all (but not less than all) of the $11,230,000 aggregate principal
amount of the Rosemead Community Development Commission Rosemead Merged Project Area
Tax AI I ocati on Bonds, Seri es 2010A (the " Bondsi' at a purchase pri ce equal to $10,903,101.45
(being the aggregate pri nci pal amount thereof less an aggregate net original issue discount of
$192,138.55 and less an Underwriter's discount of $134,760.00). The Authority hereby agrees to
purchase the Bonds f rom the Commi ssi on, the Commi ssi on hereby agrees to sel I the Bonds to the
Authority, the Authority hereby agrees to resell the Bonds to the Underwriter and the Underwriter
hereby agrees to purchase from the Authority for offering to the public all (but not less than all) of
the Bonds, at a pri ce equal to the pri ce pai d by the A uthori ty to the Commi ssi on f or the Bonds.
2. Description of the Bonds. The Bonds shall be issued and sold to the Underwriter
through the Authority pursuant to an Indenture, dated as of June 1, 2010 (the "Indenture'), by and
between the Commission and U.S. Bank National Association, as trustee (the "Trustee'), the
D OCSOC/1413808v4/022884-0019
Constitution and the I aws of the State of Cal if orni a, including Cal if orni a Community Redevelopment
Law, constituting Part 1, Di vi si on 24 (commencing with Section 33000) of the Cal if orni a Health and
Safety Code (the "Redevelopment Law") and a resolution of the Commission adopted on June
2010 (the "Commission Resolution"). The Bonds shall be as described in the Indenture and the
Offi ci al Statement, as deli ned herei n, rel ati ng to the Bonds. Proceeds of the Bonds wi I I be appl i ed:
(i) to f i nance the costs of certai n redevel opment proj ects wi thi n the M erged Proj ect A rea (as such
term is defined in the Official Statement), including certain infrastructure improvements, the
acqui si ti on of I and and i mprovements, (i i) to f and a reserve account f or the Bonds, and (i i i) to pay
costs of i ssuance rel aced to the Bonds.
3. Publ i c Off eri nq. T he U nderw ri ter agrees to make a bona f i de publ i c off eri ng of al I
the Bonds i ni ti al I y at the publ i c off eri ng pri ces (or yi el ds) set f orth on A ppendi x A attached hereto
and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter
reserves the right to change the public offering prices (or yields) as they deem necessary in
connection with the marketing of the Bonds, provided that the Underwriter shall not change the
interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at
pri ces I ower than such i ni ti al publ i c offeri ng pri ces.
4. Deli very of Official Statement. The Commission has delivered or caused to be
delivered to the A uthori ty which has delivered or caused to be delivered to the Underwriter prior to
the execution of this Purchase Agreement or the fi rst offering of the Bonds, whi chever fi rst occurs,
copies of the Preliminary Official Statement relating to the Bonds (the " Prel i mi nary Official
Statement"). Such Preliminary Official Statement is the official statement deemed final by the
Commi ssi on for purposes of Rul e 15c2-12 under the Securi ti es Exchange Act of 1934 (the " Rul d')
and approved for distribution by resolution of the Commission.
VU thi n seven (7) busi ness days from the date hereof, the Commi ssi on shad I del i ver to the
Underwriter a final Official Statement, executed on behalf of the Commission by an authorized
representative of the Commission and dated the date of delivery thereof to the Underwriter, which
shall include information permitted to be omi tted by paragraph (b) (1) of the Rule and wi th such other
amendments or supplements as shall have been approved by the Commission and the Underwriter
(the "Final Official Statement"). The Preliminary Official Statement and the Final Official
Statement, i nd udi ng the cover pages, the appendi ces thereto and al I i nformati on i ncorporated therei n
by ref erence are herei naf ter ref erred col I ecti vel y to as the " Off i ci al Statement." T he U nderw ri ter
agrees that i is wi I I not conf i rm the sal a of any Bonds unl ess the conf i rmati on of sal e i s accompani ed
or preceded by the del i very of a copy of the Fi nal Off i ci al Statement.
5. The CI osinq. At 8:00 am., California time, on July 15, 2010 (the" Closing Date'), or
at such other ti me or on such earl i er or I ater busi ness day as shad I have been mutual I y agreed upon by
the Commi ssi on and the U nderwri ter, the Commi ssi on wi I I del i ver: (i) the Bonds i n book-entry f orm
through the faci liti es of The Deposi tory Trust Company, New York, New York, duly executed; and
(i i) the d osi ng documents herei naf ter menti oned at the off i ces of Orri ck, H erri ngton & Sutcl i ff e L L P
Bond Counsel " i n Los A ngel es, Cal i forni a, or another pl ace to be mutual I y agreed upon by the
Commission and the Underwriter. The Underwriter will accept such delivery and pay the purchase
price of the Bonds as set forth in Section 1 hereof by federal wire transfer to the order of the Trustee
on behalf of the Commission. This payment and delivery, together with the delivery of the
of orementi oned documents, i s herei n cal I ed the " Cl osi ng."
2
D OCSOC/1413808v4/022884-0019
6. Commission Rgpresentati ons, Warranties and Covenants. The Commission
represents, warrants and covenants to the Authority and the Underwriter that:
(a) Due Organization, Existence and Authority. The Commission is a public
body, corporate and politic, organized and existing under the laws of the State of California (the
"State"), including the Redevelopment Law, with full right, power and authority to adopt the
Commi ssi on Resol uti on, to i ssue the Bonds and to execute, del i ver and perform i is obl i gati ons under
the Bonds, thi s Purchase Agreement, the I ndenture and the Conti nui ng Di scl osure Agreement, dated
as of the Closing Date (the "Continuing Disclosure Agreement") (collectively, the "Commission
Documents") and to carry out and consummate the transacti ons contempl ated by the Commi ssi on
Documents and the Off i ci al Statement.
(b) Due Authorization and Approved. By all necessary official action, the
Commission has duly adopted the Commission Resolution at a meeting properly noticed at which a
quorum was present and acting throughout and has duly authorized and approved the execution and
del i very of, and the performance by the Commi ssi on of the obl i gati ons contai ned i n, the Off i ci al
Statement and the Commission Documents, and as of the date hereof, such authorizations and
approvals are in full force and effect and have not been amended, modified or rescinded. When
executed and del i vered, the Commi ssi on Documents wi I I consti tute the I egal I y val i d and bi ndi ng
obl i gati ons of the Commi ssi on enforceabl e i n accordance wi th thei r respect ve terms, except as
enf orcement may be I i mi ted by bankruptcy, i nsol vency, reorgani zati on, moratori um or § mi I ar I aws
or equi tabl a pri nci pl es rel ati ng to or affecti ng credi tors' ri ghts general I y, or by the exerci se of
j udi ci al di screti on and the I i mi tati ons on I egal remedi es agai nst redevel opment agenci es i n the State
of California The Commission has complied, and will at the Closing be in compliance in all
respects, wi th the terms of the Commi ssi on Documents.
(c) Official Statement, Accurate and Complete. The Preliminary Official
Statement was as of i is date, and the Fi nal Off i ci al Statement i s, and at al I ti mes subsequent to the
date of the Fi nal Off i ci al Statement up to and i ncl udi ng the Cl osi ng wi I I be, true and correct i n al I
material respects, and the Preliminary Official Statement and the Final Official Statement do not
contai n and up to and i ncl udi ng the Cl osi ng wi I I not contai n a mi sstatement of any mated al fact and
do not, and up to and i ncl udi ng the Closing will not omit any statement necessary to make the
statements contai ned therei n, i n the I i ght of the ci rcumstances i n whi ch such statements were made,
not misleading (except that this representation does not include information relating to The
Deposi tory Trust Company or the book-entry only system).
(d) Underwriter's Consent to Amendments and Supplements to Official
Statement. The Commission will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
wi thhel d. The Commission will advise the Underwriter promptly of the institution of any
proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of
the Off i ci al Statement i n connecti on wi th the off eri ng, sal a or di stri buti on of the Bonds.
(e) No Breach or Default. As of the ti me of acceptance hereof and as of the ti me
of the Cl osi ng, except as otherwi se di scl osed i n the Off i ci al Statement, the Commi ssi on i s not and
will not be in breach of or in default under any applicable constitutional provision, I aw or
admi ni strati ve rul e or regul ati on of the State or the U ni ted States, or any appl i cabl e j udgment or
3
D OCSOC/1413808v4/022884-0019
decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other
i nstrument to whi ch the Commi ssi on i s a party or i s otherwi se subj ect, and no event has occurred and
i s conti nui ng whi ch, with the passage of ti me or the gi vi ng of noti ce, or both, woul d constitute a
def aul t or event of def aul t under any such i nstrument; and, as of such ti mes, except as di scl osed i n
the Off i ci al Statement, the authori zati on, executi on and del i very of the Commi ssi on Documents, and
compliance with the provisions of each of such agreements or instruments do not and will not
conf I i ct wi th or constitute a breach of or default under any applicable constitutional provision, law or
administrative rule or regulation of the State or the United States or any appl i cabl e j udgment, decree,
I i cense, permit, trust agreement, loan agreement, bond, note, resolution, ordinance agreement or
other to which the Commission (or any of its officers in their respective capacities as such) is
subj ect, or by whi ch i t or any of i is properti es i s bound, nor wi I I any such authori zati on, executi on,
del i very or compl i ance resul t i n the creati on or i mposi ti on of any I i en, charge or other securi ty
interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the
terms of any such I aw, regul ati on or i nstrument, except as may be provi ded by the Commi ssi on
Documents.
(f) Compliance with Funding Obligations. Except as otherwise di sd osed in the
Off i ci al Statement, the Commi ssi on has f ul I y f unded al I of i is obl i gati ons under Secti ons 33334.2
and 33334.6 of the Redevelopment Law and related sections, and under Assembly Bill 1290, and
there is no current outstanding amount payable to the Commission's Low and Moderate Income
Housing Fund, or to any taxing entities pursuant to California Health and Safety Code Section
33607.5, and the Commission has not deferred any amounts otherwise payable to the Low and
Moderate Income Housing Fund under the provisions of the Redevelopment Law, or otherwise.
(g) Tax Increment Limit. The Commission has computed the tax increment paid
to date and expected to be paid to the Commission over the life of the Bonds, in light of the
Commission's limits on such revenues wi th respect to the Merged Project Area, and believes such
I i mi is wi I I not be exceeded pri or to the repayment of the Bonds.
(h) No Li ti gati on. As of the ti me of acceptance hereof and the Cl osi ng, except as
di sd osed i n the Off i ci al Statement, there i s no acti on, sui t, proceedi ng, i nqui ry or i nvesti gati on, at
I aw or i n equi ty, before or by any court, government agency, publ i c board or body, pendi ng or
threatened: (i) i n any way questi oni ng the corporate exi stence of the Commi ssi on or the ti tl es of the
off i cers of the Commi ssi on to thei r respecti ve off i ces; (i i) affecti ng, contesti ng or seeki ng to prohi bi t,
restrai n or enj of n the i ssuance or del i very of any of the Bonds, or the payment or col I ecti on of any
amounts pl edged or to be pl edged to pay the pri nd pal of and i nterest on the Bonds, or i n any way
contesting or affecting the validity of the Bonds or the other Commission Documents or the
consummati on of the transacti ons contempl ated thereby or hereby, or contesti ng the exd usi on of the
i nterest on the Bonds from taxatl on or contesti ng the powers of the Commi ssi on or its authority to
i ssue the Bonds, (i i i) whi ch may resul t i n any mated al adverse change rel ati ng to the Commi ssi on;
(i v) contesti ng the compl eteness or accuracy of the Prel i mi nary Off i ci al Statement or the Fi na1
Off i ci al Statement or any suppl ement or amendment thereto or asserti ng that the Prel i mi nary Off i ci al
Statement or the Fi nad Off i ci al Statement contai ned any untrue statement of a mated al f act or
omi tted to state any mated al fact requi red to be stated therei n or necessary to make the statements
therei n, i n the I i ght of the ci rcumstances under whi ch they were made, not mi sl eadi ng; and (v) there
i s no basi s for any acti on, sui t, proceedi ng, i nqui ry or i nvesti gati on of the nature descri bed i n
d auses (i) through (i v) of thi s paragraph.
4
D OCSOC/1413808v4/022884-0019
(i) Prel i mi nary Off i ci al Statement. For purposes of the Rul e, the Commi ssi on
has heretofore deemed f i nal the Prel i mi nary Off i ci al Statement pri or to i is use and di stri buti on by the
Underwriter, except for the information specifically permitted to be omitted by paragraph (b) (1) of
the Rule.
(j) End of U nderwri ti ng Peri od. U nti I the date whi ch i s twenty-f i ve (25) days
after the " end of the underwri ti ng peri od" (as herei natter deli ned), i f any event shad I occur of whi ch
the Commission is aware, as a result of which it may be necessary to supplement the Official
Statement i n order to make the statements i n the Off i ci al Statement, i n I i ght of the ci rcumstances
existing at such time, not misleading, the Commission shall forthwith notify the Underwriter of any
such event of which it has knowledge and shall cooperate fully in furnishing any information
avai 1 abl a to it for any supplement to the Official Statement necessary, in the Underwriter's opinion,
so that the statements therei n as so suppl emented wi I I not be mi sl eadi ng i n I i ght of the ci rcumstances
exi sti ng at such ti me, and the Commi ssi on shal I prompt) y f urni sh to the U nderwri ter a reasonabl e
number of copi es of such suppl ement. As used herei n, the term " end of the underwri ti ng peri od"
means the I ater of such ti me as: (i) the Commi ssi on del i vers the Bonds to the U nderwri ter; or (i i) the
U nderwri ter does not retai n, di rectl y or as a member of an underwri ti ng syndi cafe, an unsol d bal ance
of the Bonds f or sal a to the publ i c. U nl ess the U nderwri ter gi ves noti ce to the contrary, the " end of
the underwri ti ng peri od" shal I be deemed to be the Cl osi ng Date. A ny noti ce del i vered pursuant to
thi s provi si on shal I be wri tten noti ce del i vered to the Commi ssi on at or pri or to the Cl osi ng Date and
shad I sped fy a date (other than the Cl osi ng Date) to be deemed the " end of the underwri ti ng peri od.
(k) Tax Exempti on. The Commi ssi on wi I I ref rai n from taki ng any acti on wi th
regard to whi ch the Commi ssi on may exerd se control that resul is i n the i nd usi on i n gross i ncome
for federal or State of Cal iforni a i ncome tax purposes of the i nterest on the Bonds.
(1) Prior Continuing Disclosure Undertaking. The Commission has not defaulted
under any pri or conti nui ng di scl osure undertaki ng.
7. Representations and Covenants of the Authority. The Authority represents and
covenants to the Underwriter and the Commission that:
(a) Due Organization and Existence. The Authority is a public body corporate
and pot i ti c, organi zed and exi sti ng under the Consti tuti on and I aws of the State.
(b) Due Authorization and Approved. The Authority has, and at the date of the
dosing will have, full legal right, power and authority to enter into this Purchase Agreement and to
perform its obligations hereunder.
(c) Tax Exemption. The Authority will refrain from taking any action with
regard to whi ch the A uthori ty may exerd se control that resul is i n the i ncl usi on i n gross i ncome for
federal or State of Carl i forni a i ncome tax purposes of the i nterest on the Bonds.
(d) No Litigation. To the best knowledge of the Authority, as of the time of
acceptance hereof and the date of the Cl osi ng, no I i ti gati on i s or wi I I be pendi ng or threatened i n any
court: (i) in any way challenging any member of the Authority; or (ii) in any way contesting or
affecting the val i di ty of this Purchase Agreement or contesting the powers of the Authori ty to enter
i nto thi s Purchase Agreement and to perform i is obl i gati ons hereunder.
5
D OCSOC/1413808v4/022884-0019
8. Closing Conditions. The Underwriter has entered into this Purchase Agreement in
rel i ance upon the representati ons, warranti es and covenants herei n and the perf ormance by the
Commi ssi on of i is obl i gati ons hereunder, both as of the date hereof and as of the date of the Cl osi ng.
The Underwriter's obligations under this Purchase Agreement to purchase and pay for the Bonds
shad I be subj ect to the f of I owi ng addi ti onal condi ti ons:
(a) Bri ng-Down Representati on. The representati ons, warranti es and covenants
of the Commi ssi on contai ned herei n shad I be true, compl ete and correct at the date hereof and at the
ti me of the Cl osi ng, as if made on the date of the Cl osi ng.
(b) Executed Agreements and Performance Thereunder. At the time of the
Cl osi ng: (i) the Commi ssi on Documents shad I be i n ful I force and effect, and shad I not have been
amended, modified or supplemented except with the written consent of the Underwriter; and
(i i) there shad I be i n f ul I f orce and effect such resod uti ons as, i n the opi ni on of Bond Counsel, shad I be
necessary in connection with the transactions contemplated by the Official Statement and the
Commi ssi on Documents.
(c) Termi nati on Events. The Underwri ter shad I have the ri ght to termi nate thi s
Purchase Agreement, without liability therefor, by notification to the Commission, if at any ti me at
or pri or to the Cl osi ng:
(i) an event shad I occur whi ch makes untrue or incorrect in any mated al
respect, as of the time of such event, any statement or information contained in the Official
Statement or whi ch i s not ref I ected i n the Off i ci al Statement but shoul d be ref I ected therei n i n order
to make the statements contai ned therei n not mi sl eadi ng i n any mated al respect and requi res an
amendment of or suppl ement to the Off i ci al Statement and the eff ect of whi ch, i n the j udgment of
the Underwriter, would materially adversely affect the market for the Bonds or the sale, at the
contemplated offering prices (or yields), by the Underwriter of the Bonds, or
(i i) legislation shall be introduced in, enacted by, reported out of
committee, or recommended for passage by the State of California, either House of the Congress, or
recommended to the Congress or otherwise endorsed for passage (by press release, other form of
notice or otherwise) by the President of the United States, the Treasury Department of the United
States, the I nternal Revenue Servi ce or the Chai rman or ranki ng mi nori ty member of the Committee
on Fi nance of the U ni ted States Senate or the Commi ttee on Ways and M eans of the U ni ted States
House of Representati ves, or I egi si ati on i s proposed for consi derati on by ei ther such commi ttee by
any member thereof or presented as an opti on for condi derati on by ei ther such commi ttee by the staff
or such commi ttee or by the staff of the Joi nt Commi ttee on Tevati on of the Congress of the U ni ted
States, or a bi I I to amend the Code (whi ch, i f enacted, woul d be eff ecti ve as of a date pri or to the
Cl osi ng) shad I be f i I ed i n ei ther H ouse, or a deci si on by a court of competent j uri sdi cti on shad I be
rendered, or a regul ati on or f i I i ng shad I be i ssued or proposed by or on behal f of the Department of
the Treasury or the Internal Revenue Service of the United States, or other agency of the federal
government, or a rel ease or offi ci al statement shad I be i ssued by the Presi dent, the Department of the
Treasury or the I nternal Revenue Servi ce of the U ni ted States, i n any such case wi th respect to or
affecting (directly or indirectly) the taxation of interest received on obligations of the general
character of the Bonds which, in the opinion of the Underwriter, materially adversely affects the
market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter
of the Bonds; or
6
D OCSOC/1413808v4/022884-0019
(i i i) a stop order, ruling, regulation, proposed regulation or statement by
or on behal f of the Securi ties and Exchange Commi ssi on or any other governmental agency having
j uri sdi cti on of the subj ect matter shad I be i ssued or made to the effect that the i ssuance, offeri ng, sal e
or di stri buti on of obl i gati ons of the general character of the Bonds i s i n vi of ati on or woul d be i n
vi of ati on of any provi si ons of the Securi ti es Act of 1933, as amended, the Securi ti es Exchange A ct of
1934, as amended or the Trust I ndenture Act of 1939, as amended; or
(i v) legislation introduced in or enacted (or resolution passed) by the
Congress or an order, decree, or i nj uncti on i ssued by any court of competent j uri sdi cti on, or an order,
ruling, regulation (fined, temporary, or proposed), press release or other form of notice issued or
made by or on behal f of the Securi ti es and Exchange Commi ssi on, or any other governmental agency
havi ng j uri sdi cti on of the subj ect matter, to the effect that obl i gati ons of the general character of the
Bonds, i nd udi ng any or al I under) yi ng arrangements, are not exempt f rom regi strati on under or other
requi rements of the Securi ti es A ct of 1933, as amended, or that the I ndenture i s not exempt f rom
qual if i cati on under or other requi rements of the Trust I ndenture Act of 1939, as amended, or that the
i ssuance, off eri ng, or sal a of obl i gati ons of the general character of the Bonds, i ncl udi ng any or al I
under) yi ng arrangements, as contempt aced hereby or by the Off i ci al Statement or otherwi se, i s or
woul d be i n vi of ati on of the f ederal securi ti es I aW as amended and then i n eff ect; or
(v) there shad I have occurred any outbreak or escal ati on of hosti I i ti es,
ded arati on by the U ni ted States of a nati onal or i nternati onal emergency or war or other cad ami ty or
cri si s the eff ect of whi ch on f i nanci al markets i s such as to make i t, i n the j udgment of the
U nderwri ter, i mpracti cal or i nadvi sabl a to proceed wi th the off eri ng of the Bonds as contempt aced i n
the Offi ci al Statement; or
(vi) there shad I have occurred a general suspensi on of tradi ng, mi ni mum
or maxi mum pri ces f or tradi ng shad I have been f i xed and be i n f orce or maxi mum ranges or pri ces
for securities shall have been required on the New York Stock Exchange or other national stock
exchange whether by vi rtue of a determi nati on by that Exchange or by order of the Securi ti es and
Exchange Commission or any other governmental agency having jurisdiction or any national
securi ti es exchange shad I have (i) i mposed addi ti onal mated al restri cti ons not i n force as of the date
hereof wi th respect to tradi ng i n securi ti es general I y, or to the Bonds or si mi I ar obl i gati ons; or (i i )
mated al I y i ncreased restri cti ons now i n force wi th respect to the extensi on of credi t by or the charge
to the net capi tal requi rements of underwri ters or broker-deal ers such as to make i t, i n the j udgment
of the Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as
contempt aced i n the Off i ci al Statement; or
(vi i) a general banki ng moratori um shad I have been ded ared by federal or
New York or California state authorities or a major financial crisis or a material disruption in
commerd al banki ng or securi ti es settl ement or cl earances servi ces shad I have occurred such as to
make i t, i n the j udgment of the U nderwri ter, i mpracti cal or i nadvi sabl e to proceed wi th the off eri ng
of the Bonds as contempt aced i n the Offi ci al Statement; or
(vi i i) the commencement of any acti on, sui t or proceedi ng descri bed i n
Secti on 6(h) hereof whi ch, i n the j udgment of the U nderwri ter, mated al I y adversel y aff ects the
market price of the Bonds, or
D OCSOC/1413808v4/022884-0019
7
(ix) a downgrading or suspensi on of any rating (without regard to credit
enhancement) by M oody' s I nvestors Servi ce, I nc. M oody' s" Standard & Poor' s S& P"), or Fi tch
Rati ngs Fi tch") of any debt securi ti es i ssued by the Commi ssi on, or there shad I have been any
off i ci al statement as to a possi bl a downgradi ng (such as bei ng pl aced on " credi t watch" or " negati ve
outl ook" or any si mi I ar qual i f i cati on) of any rati ng by M oody' s, S& P or Fi tch of any debt securi ti es
i ssued by the Commi ssi on, i nd udi ng the Bonds.
(d) Cl osi ng Documents. At or pri or to the Cl osi ng, the Underwri ter shad I recei ve
wi th respect to the Bonds (unl ess the context otherwi se i ndi cates) the fol I owi ng documents, provi ded
that the acceptance of the Bonds by the U nderwri ter on the Cl osi ng Date shad I cond usi vel y evi dence
the satisfaction of the requirements of this subsection (d) or the waiver by the Underwriter of any
discrepancies in documents which are not in strict conformity with the requirements of this
subsection (d) :
(i) Bond Opinion. An approvi ng opi ni on of Bond Counsel dated the date
of the Cl osi ng and substanti al I y i n the form appended to the Off i ci al Statement, together wi th a I etter
from such counsel, dated the date of the Cl osi ng and addressed to the Underwri ter, to the effect that
the approvi ng opi ni on may be rel i ed upon by the U nderwri ter to the same extent as if such opi ni on
were addressed to them;
(i i) 11ipplernental Opinion. A suppl emental opi ni on or opi ni ons of Bond
Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and
dated the date of the CI osing substanti al I y to the fol lowing effect:
(A) The Purchase Agreement has been duly authorized, executed
and del i vered by the Authority and the Commi ssi on and i s a val i d and bi ndi ng agreement of the
Authori ty and the Commi ssi on;
(B) The statements contai ned i n the Off i ci al Statement pertai ni ng
to the Bonds under the captions "INTRODUCTORY STATEMENT," "THE SERIES 2010A
BONDS," "SECURITY FOR THE SERIES 2010A BONDS," "TAX MATTERS," "CERTAIN
LEGAL MATTERS," APPENDIX A-" DEFINITIONS AND SUMMARY OFTHE INDENTURE"
and APPENDIX G-"FORM OF CONTINUING DISCLOSURE AGREEMENT," excluding any
material that may be treated as included under such captions and appendices by cross-reference,
i nsofar as such statements expressl y summari ze certai n provi si ons of the Bonds, the I ndenture, the
Conti nui ng Di scl osure Agreement and such counsel's fi nal opi ni on concerni ng certai n federal tax
matters rel ati ng to the Bonds, are accurate i n al I mated al respects, and
(C) The Bonds are not subj ect to regi strati on requi rements of the
Securi ti es Act of 1933, as amended, and the I ndenture i s exempt from qual if i cati on as an i ndenture
under the Trust Indenture Act of 1939, as amended;
(i i i) City Documents
(A) A certi f i ed copy of the Ci ty resod uti on approvi ng the i ssuance
of the Bonds by the Commi ssi on; and
8
D OCSOC/1413808v4/022884-0019
(B) A certificate of the City Clerk to the effect that such
resol uti on i s i n f ul I f orce and effect and has not been modi f i ed, amended, resci nded or repeal ed si nce
the date of i is adopti on;
(i v) Authority Documents.
(A) A certified copy of the Authority resolution approving the
Purchase Agreement; and
(B) A certificate of the Authority Clerk to the effect that such
resol uti on i s i n f ul I f orce and effect and has not been modi f i ed, amended, resci nded or repeal ed si nce
the date of i is adopti on;
(v) Commission Counsel Opinion. An opinion of the legal counsel to the
Commi ssi on, dated the date of the Cl osi ng and addressed to the U nderwri ter, i n f orm and substance
acceptabl a to Bond Counsel and the U nderwri ter, substanti al I y to the fol I owi ng effect (and i ncl udi ng
such addi ti onal matters as may be reasonabl y requi red by Bond Counsel or the U nderwri ter):
(A) The Commi ssi on i s a publ i c body, corporate and pol i ti c, dul y
organi zed and val i dl y exi sti ng under the I aws of the State of Cal i f orni a;
(B) The Commission Resolution approving and authorizing the
execution and delivery of the Commission Documents and approving the Official Statement have
been dul y adopted, and the Commi ssi on Resol uti ons are i n f ul I f orce and eff ect and have not been
modi f i ed, amended, resci nded or repeal ed si nce the date of thei r adopti on;
(C) The Commission Documents have been duly authorized,
executed and del i vered by the Commi ssi on and consti tute val i d, I egal and bi ndi ng agreements of the
Commi ssi on enf orceabl e i n accordance wi th thei r respecti ve terms;
(D) The information in the Official Statement (excluding
theref rom f i nanci al statements and other stati sti cal data i ncl uded i n the Off i ci al Statement and the
i of ormati on rel ati ng to DTC and i is book-entry onl y system, as to whi ch no vi ew need be expressed)
does not contai n any untrue statement of a mated al fact or omi t to state a mated al fact requi red to be
stated therei n or necessary to make the statements therei n, i n I i ght of the ci rcumstances under whi ch
they were made, not mi sl eadi ng;
(E) Except as otherwi se di sd osed i n the Off i ci al Statement and to
the best knowl edge of such counsel after due i nqui ry, there i s no I i ti gati on, proceedi ng, acti on, sui t,
or i nvesti gati on at I aw or i n equi ty bef ore or by any court, governmental agency or body, pendi ng or
threatened against the Commission, challenging the creation, organization or existence of the
Commission, or the validity of the Commission Documents or seeking to restrain or enjoin the
repayment of the Bonds or in any way contesting or affecting the validity of the Commission
Documents or contesting the authority of the Commission to enter into or perform its obligations
under any of the Commi ssi on Documents, or whi ch, i n any manner, questi ons the ri ght of the
Commi ssi on to use the tax i ncrement for repayment of the Bonds or affects i n any manner the ri ght
or abi I i ty of the Commi ssi on to col I ect or pl edge the tax i ncrement f rom the M erged Proj ect A rea;
and
9
D OCSOC/1413808v4/022884-0019
(F) Except as otherwi se di scl osed i n the Off i ci al Statement, there
are no outstandi ng bonds, notes or other obl i gati ons of the Commi ssi on whi ch are payabl a out of tax
i ncrement f rom the M erged Proj ect A rea,
(vi) Disclosure Opinion. An opinion of Orrick, Herrington & Sutcliffe
L L P, Disclosure Counsel to the Commission, dated the Closing Date, addressed to the Underwriter
to the effect that, without passing upon or assuming any responsibility for the accuracy,
compl eteness or f ai rness of any of the statements contai ned i n the Off i ci al Statement or maki ng any
representati on that such counsel has i ndependentl y veri f i ed the accuracy, compl eteness or f ai rness of
any such statements, i n such counsel's capacity as di scl osure counsel to the Di stri ct, to assi st it i n
part of its responsibility with respect to the Official Statement, such counsel participated in
conf erences wi th representati ves of the Ci ty, the Commi ssi on, Bond Counsel, the Fi scal Consul tant,
the U nderwri ter and others, duri ng whi ch the contents of the Off i ci al Statement and rel aced matters
were discussed. Based on such counsel's participation in the above-mentioned conferences (which
di d not extend beyond the date of the Off i ci al Statement), and i n rel i ance thereon and on the records,
documents, certificates, opinions and matters mentioned above, such counsel advises as a matter of
fact and not opi ni on that, duri ng the course of such counsel's rol a as di scl osure counsel wi th respect
to the Bonds, no facts came to the attenti on of the attorneys i n such fi rm renderi ng I egal servi ces i n
connecti on wi th such rol e whi ch caused such counsel to bel i eve that the Off i ci al Statement as of i is
date (except for any CUSI P numbers, financial, accounting, statistical, economic, engineering or
demographic data or forecasts, numbers, charts, tables, graphs, esti mates, projections, assumptions or
expressi ons of opi ni on, any i nformati on about real estate or envi ronmental matters, any i nformati on
about The Depository Trust Company, the book-entry system, litigation, tax exemption, ratings or
rating agencies and the appendices included or referred to therein, which are expressly excluded
from the scope of such opinion and as to which such counsel shall express no opinion or view)
contained any untrue statement of a material fact or omitted to state any material fact necessary to
make the statements therei n, i n the I i ght of the ci rcumstances under whi ch they were made, not
misleading. No responsibility is undertaken or opinion rendered with respect to any other disclosure
document, mated al s or acti vi ty, or as to any i of ormati on f rom another document or source ref erred to
by, or i ncorporated by reference i n, the Off i ci al Statement;
(vi i) Trustee Counsel Opinion. The opinion of counsel to the Trustee,
dated the date of the Cl osi ng, addressed to the U nderwri ter, i n f orm and substance sati sf actory to the
Underwriter and to Bond Counsel ;
(viii) Commission Certificate. A certificate of the Commission, dated the
date of the Cl osi ng, si gned on behal f of the Commi ssi on by the Executi ve Di rector or other dul y
authori zed off i cer of the Commi ssi on to the fol I owi ng effect:
(A) The representations, warranties and covenants of the
Commi ssi on contai ned herd n are true and correct i n al I mated al respects on and as of the date of the
Cl osi ng as i f made on the date of the Cl osi ng and the Commi ssi on has compl i ed wi th al I of the terms
and condi ti ons of thi s Purchase Agreement requi red to be compl i ed wi th by the Commi ssi on at or
pri or to the date of the Cl osi ng; and
(B) No event affecting the Commission has occurred since the
date of the Official Statement which has not been disclosed therein or in any supplement or
10
D OCSOC/1413808v4/022884-0019
amendment thereto whi ch event shoul d be di scl osed i n the Off i ci al Statement i n order to make the
statements therei n, i n the I i ght of the ci rcumstances under whi ch they were made, not mi sl eadi ng;
(ix) Authority Certificate. A certificate of the Authority, dated the date of
the Cl osi ng, si gned on behal f of the A uthori ty by a dul y authori zed off i cer of the A uthori ty, to the
effect that:
(A) the representations and warranties of the Authority contained
herein are true and correct on and as of the date of the Closing as if made on the date of the Closing-,
and
(B) no event affecting the Authori ty has occurred since the date of
the Off i ci al Statement whi ch has not been di scl osed therei n or i n any suppl ement or amendment
thereto whi ch event shoul d be di scl osed i n the Offi ci al Statement i n order to make the statements
therei n, i n the I i ght of the ci rcumstances under whi ch they were made, not mi sl eadi ng;
(x) Authority Counsel Opinion. An opinion of counsel to the Authority,
dated the date of Cl osi ng, addressed to the A uthori ty, the Commi ssi on and the U nderwri ter, i n f orm
and substance acceptabl a to the U nderwri ter and to Bond Counsel ;
(A) Trustee's Certificate. A certificate of the Trustee, dated the date of
Closing, addressed to the Commission and the Underwriter, in form and substance acceptable to the
Underwriter and to Bond Counsel ;
(xi i) Fiscal Consultant's Certificate. A certificate of Urban Futures, Inc.,
dated the date of the Closing, addressed to the Commission and the Underwriter, in form and
substance acceptable to the Underwriter, certifying as to the accuracy of APPENDIX A-" FISCAL
CONSU LTA NT' S REPORT" and the i nformati on i n the Offi ci al Statement under the captions "THE
MERGED PROJECT AREA" and "TAX INCREMENT REVENUES," consenting to the inclusion
of such firm's Fiscal Consultant Report in the Prel i mi nary Official Statement and the Official
Statement, and stati ng that to the best of such fi rm' s knowl edge, but wi thout havi ng conducted any
i nvesti gati on wi th respect thereto, nothi ng has come to such f i rm' s attenti on between the date of such
report and the date hereof whi ch woul d mated al I y al ter any of the concl usi ons set f orth i n such
report; and
(xi i i) Documents.
(A) An original executed copy of each of the Commission
Documents, whi ch shal I be del i vered and i n f ul I force and eff ect;
(B) The Offi ci al Statement, approved by the Commi ssi on;
(C) A certificate, dated the date of the Preliminary Official
Statement, of the Commission, to the effect that, for purposes of compliance with the Rule, the
Commi ssi on deems the Prel i mi nary Off i ci al Statement to be f i naI as of i is date;
(D) A certificate, dated the date of the Preliminary Official
Statement, of the Authority, to the effect that, for purposes of compliance with the Rule, the
11
D OCSOC/1413808v4/022884-0019
A uthori ty deems the i of ormati on i n the Prel i mi nary Off i ci al Statement set f orth under the capti on
"THE AUTHORITY" tobefinal asof itsdate;
(E) A Tax Certificate with respect to maintaining the tex-exempt
status of the Bonds, duly executed by the Commission and the Authority, as applicable,
(F) Copi es of the prel i mi nary and f i nal noti ces to the Cal i forni a
Debt and Investment Advisory Commission relating to the Bonds;
(G) A certified copy of the Redevelopment Ran and all
resol uti onstordi nances rel aced thereto;
Statement; and
(xi v) Evi dente that the rati ngs on the Bonds are as descri bed i n the Off i ci al
(xv) Such additional legal opinions, certificates, proceedings, instruments
and other documents as the Underwriter may reasonably request to evidence the truth and accuracy,
as of the Cl osi ng Date, of the representati ons contai ned herei n and i n the Off i ci al Statement and the
due performance or sati sfacti on by the Trustee, the Commi ssi on and the A uthori ty at or pri or to such
ti me of al I agreements then to be perf ormed and al I condi ti ons then to be sati sf i ed i n connecti on wi th
the del i very and sal a of the Bonds.
If the Commission shall be unable to satisfy the conditions contained in this Purchase
Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by
the Purchase Agreement, the Purchase Agreement shall terminate and neither the Underwriter nor
the Commi ssi on shad I be under any f urther obl i gati on hereunder.
9. [ Reserved .
10. Expenses. The Commi ssi on wi I I pay or cause to be pai d the expenses i nci dent to the
perf ormance of i is obl i gati ons hereunder and certai n expenses rel ati ng to the sal a of the Bonds,
i ncl udi ng, but not I i mi ted to, (a) the cost of the preparati on and pri nti ng or other reproducti on of the
Commission Documents (other than this Purchase Agreement); (b) the fees and disbursements of
Bond Counsel, Di sd osure Counsel, the Fi scal Consultant and any other experts or other consultants
retai ned by the Commi ssi on; (c) the costs and fees of the credi t rati ng agenci es; (d) the cost of
prepari ng and del i veri ng the def i ni ti ve Bonds, (e) the cost of provi di ng i mmedi atel y avai I abl e f unds
on the Cl osi ng Date, (f) the cost of the pri nti ng or other reproducti on of the Off i ci al Statement and
any amendment or supplement thereto, including a reasonable number of certified or conformed
copies thereof; (g) the Underwriter's out-of-pocket expenses incurred with the f i nanci ng, including
ai r travel and hotel costs i n connecti on wi th the pri ci ng of the Bonds, i nvestor meeti ngs, the rati ng
agency trip and the Bond dosing, meals and transportation for the Underwriter during the rating
agency trip and pricing, expenses related to attending working group meetings such as parking,
meal s and transportati on and any other mi scd I aneous d osi ng costs; and (h) expenses (i ncl uded i n
the expense component of the spread) i ncurred on behal f of the Commi ssi on' s empl oyees whi ch are
incidental to implementing this Purchase Agreement, including, but not limited to, meals,
transportati on, I odgi ng and entertai nment of such empl oyees. The Underwri ter wi I I pay the expenses
of the preparation of this Agreement and all other expenses incurred by the Underwriter in
connection with the public offering and distribution of the Bonds, including CDI AC fees and the fee
12
D OCSOC/1413808v4/022884-0019
and disbursements of Underwriter's Counsel (other than $16,000 which will be paid by the
Commi ssi on out of costs of i ssuance)
The Underwriter shall pay, and the Commission shall be under no obligation to pay, all
expenses incurred by the Underwriter in connection with the public offering and distribution of the
Bonds.
11. Notice. Any notice or other communication to be given to the Commission or the
A uthori ty under thi s Purchase Agreement may be gi ven by del i veri ng the same i n wri ti ng to such
entity at the address set forth above. Any notice or other communication to be given to the
Underwriter under this Purchase Agreement may be gi ven by delivering the same in writing to E. J.
De La Rosa & Co., Inc., 101 Montgomery Street, Suite 2150, San Francisco, California 94104,
Attenti on: John W. Kim.
12. Entire Agreement. This Purchase Agreement, when accepted by the Commission
and the A uthori ty, shall constitute the entire agreement among the Commission, the A uthori ty and
the Underwriter and is made solely for the benefit of the Commission, the Authority and the
Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire
or have any right hereunder b y virtue hereof , e x c e p t a s provided herein. A l l the Commission's and
Authority's representations, warranties and agreements in this Purchase Agreement shall remain
operati ve and i n ful I force and effect, regardl ess of any i nvesti gati on made by or on behalf of the
Underwri ter, unti I the earl i er of: (i) del i very of and payment for the Bonds hereunder; and (i i) any
termi nation of this Purchase Agreement.
13. Counterparts. This Purchase Agreement may be executed by the parties hereto in
separate counterparts, each of whi ch when so executed and del i vered shad I be an on gi na1, but al I
such counterparts shad I together constitute but one and the same i nstrument.
14. Severabi d i ty. In case anyone or more of the provisions contained herein shall for any
reason be hel d to be i nval i d, i I I egal or unenforceabl e i n any respect, such i nval i di ty, i I I egal i ty or
unenforceabi I i ty shal I not affect any other provi si on hereof.
15. State of California L acv Governs. The vat i di ty, interpretation and performance of this
Purchase Agreement shad I be governed by the I aws of Cal i forni a.
13
D OCSOC/1413808v4/022884-0019
7".cur
1711,
, AWIM LOMEWfrl VJqa3-9-
~I ~.Y JI^i y a.r
lox,
39
16. No Assi nment. The rights and obligations created by this Purchase Agreement shall
not be subject to assignment by the Underwriter, the Authority or the Commission without the prior
written consent of the other parties hereto.
Accepted as of the date first stated above:
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
w
By:
Its: E cutive Director
ROSEMEAD FINANCING
AUTHORITY
By:
Its: Ex tive irector
E. J. DE LA ROSA & CO., INC.
By:
Its: Authorized Officer
14
DOCSOC/ 1413808 v4l022884-0419
APPENDIX A
MATURITY SCHEDULE
MaturityDate
December 1 Amount Coupon veld
2011
$ 200,000
3.
000%
1.540%
2012
750,000
3.
000
2.300
2013
770,000
2.
750
3.000
2014
800,000
3.
125
3.400
2015
815,000
3.
500
3.800
2016
850,000
4.
000
4.170
2017
885,000
4.
250
4.470
2018
915,000
4.
375
4.700
2019
960,000
4.
500
4.850
2020
1,000,000
4.
750
5.020
2023
3,285,000
5.
000
5.300
A-1
D OCSOC/1413808v4/022884-0019