Tab_D-2$11,230,000
ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON
ROSEM EAD MERGED PROJECT AREA
TAX ALLOCATION BONDS, SERI ES 2010A
CERTI FI CATE OF TH E COM M I SSI ON
The undersigned hereby states and certifies.
(a) that the undersigned, Jeff Allred, is the duly appointed, qualified and acting
Executive Director of the Rosemead Community Development Commission, a public body,
corporate and politic, duly organized and existing under and by virtue of the lags of the State of
California (the "Commission"), and as such, is familiar with the facts herein certified and is
authorized and qualified to certify the same,
(b) that, by all necessary action, the Commission has duly authorized and approved
the execution and delivery of the Official Statement, dated June 29, 2010 (the "Official
Statement"), relating to $11,230,000 aggregate principal amount of Rosemead Community
Development Commission Rosemead Merged Project Area Tax A I I ocat i on Bonds, Series 2010A
(the"Bonds" and the execution and delivery of, and the performance by the Commission of the
obligations on its part contained in, the following documents (collectively with the Official
Statement, the" Commission Document'):
(i) the Indenture, dated as of June 1, 2010 (the " I ndenture" by and between
the Commission and U.S. Bank National Association, as trustee (the" Trusted');
(i i) the Purchase Agreement, dated June 29, 2010 (the "Purchase
Agreement"), by and among E. J. De La Rosa & Co., Inc., as underwriter, the Rosemead
Financing Authority and the Commission;
(iii) the Continuing Disclosure Agreement, dated as of June 1, 2010, by and
among the Commi ssi on, the Trustee and Urban Futures, Inc., as di ssemi nati on agent;
(iv) the Tax Certificate of the Commi ssi on, dated the date hereof; and
(v) the Bonds;
(c) that the representations, warranties and covenants of the Commission contai ned i n
the Purchase Agreement are true and correct i n al I materi al respects on and as of the date hereof
as if made on the date hereof;
(d) that the Commission has complied with all of the conditions of the Purchase
Agreement required to be compl ied with by the Commission at or prior to the date hereof;
(e) that no event affecting the Commission has occurred since the date of the Official
Statement has not been disclosed therein or in any supplement or amended thereto which even
shoul d be di scl osed i n the Off i ci al Statement i n order to make the statements i n the I i ght of the
ci rcumstances under whi ch they were made, not mi sl eadi ng;
OHS West:260941192.4
(f) that the Commission Documents and Resolution No. CDC2010-21, adopted by
the Commi ssi on on June 22, 2010, are i n f ul I force and effect and none has been amended in any
respect, except as approved in writing by the Underwriter;
(g) that the Commission's 2009-10 County Supplemental Educational Revenue
Augmentation Fund payment was ti mel y paid before its May 10, 2010 due date in the amount of
$174377857-7
(h) that, except as otherwise disclosed in the Official Statement, there is no litigation,
proceeding, action, suit, or investigation at I atr or in equity bef ore or by any court, governmental
agency or body, pending or, to the best of the undersigned's knowledge after due inquiry,
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 Commission Documents, or under which a determination adverse to the
Commission would have a materi al adverse effect upon the f i nanci al condition or the revenues of
the Commission, or which, in any manner, questions the right of the Commission to use the
Pledged Revenues f or repayment of the Bonds or affects in any manner the right or ability of the
Commission to col I ect or pledge the Pledged Revenues to the payment of the principal of and
interest on the Bonds; and
(i) The State of California Department of Housing and Community Development
(the " Department") completed its audit of the Rosemead Community Development Commission
compliance with statutory housing and housing fund requirements on May 12, 2005. The
Commission provided the Department with all relevant information related to the prepayment of
a portion of the Commission's Low and Moderate Income Housing Fund obligation through
fiscal year 2021-22 in the manner and the amounts set forth in Exhibit A to Commission
Resolution 93-27, adopted on October 12, 1993. The fined audit report of the Department
accepted the Commission's prepayment methodology.
OHS West:260941192 2
below.
IN WITNESS WHEREOF, the undersigned has ~itinc~i this certificate the date sct t6rd-i
Dated. July 15. 2010
ROSI':MEAD COmllt-a'CY
DEN'LLOPNIFNT CONINUSSION
BY
k1 Allrcd, Fyccutiv c Director
I