Tab_I-3$11,230,000
ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON
ROSEM EAD MERGED PROJECT AREA
TAX ALLOCATION BONDS, SERI ES 2010A
CLOSING M EM ORANDUM
This memorandum summarizes the procedures to be fol I owed in completing the issuance
of Rosemead Community Development Commission Rosemead Merged Project Area Tax
Allocation Bonds, Series 2010A (the" Bonds').
Time:
Pre-closing: Wednesday, July 14, 2010
at 2:00 p.m. (PST)
Closing. Thursday, July 15, 2010
at 8:30 am. (PST)
Place:
Orrick, Herrington & Sutcliffe L L P
777 South Figueroa Street, Suite 3200
L os A ngel es, California 90017
Telephone. (213) 629-2020
Facsi m i I e. (213) 612-2499
Parties
Rosemead Community Development Commission (the" Commission")
City of Rosemead (the" City")
Rosemead Financing Authority (the "Authority")
Burke, Wi I I i ams & Sorensen, L L P Commi ssi on Counsel" and "Authori ty Counsel" )
Orrick, Herrington & Sutcliffe LLP Bond Counsel" and " Disclosure Counsel")
E. J. De La Rosa & Co., Inc. (the" Underwriter")
U. S. Bank National Association (the "Trustee' )
Dorsey & Whi tney L L P Trustee' s Counsel" )
U rban Futures, I nc. (the " Fi scal Consul tant" and the " D i ssem i nati on Agent"
)
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Part I
PRE-CLOSI NG
EXECUTED DOCUM ENTSTO BE DEPOSITED WITH BOND COUNSEL
The documents listed on the Transcript of Proceedings attached hereto and incorporated
herein by reference will be executed in advance of the Closing by the respective parties thereto
and, except as otherwise indicated, three (3) signed copies or executed counterparts of each of
the documents listed shall be deposited in escrow with Bond Counsel at the aforementioned
pl ace of Cl osi ng not I ater than Wednesday, Jul y 14, 2010. On Wednesday, Jul y 14, 2010, at 2: 00
p.m. (Pacific), a Pre-Closing conference will be held through Orrick, Herrington & Sutcliffe
L L P' s onl i ne deal room, Fi rmEx. At the Pre-Cl osi ng, all documents and papers wi I I be avai I abl e
for revievr, in proper form and properly executed.
Unless otherwise specified, all documents will be dated the date of the Closing.
Responsibility for preparing, assembling or delivering the documents is indicated in
parentheti cal s.
Part I I
CLOSI NG
DISTRI BUTI ON OF DOCUM ENTSAND FUNDS
A l l of the documents deposited pursuant to Part I hereof and all funds deposited as
hereinafter set forth will be deemed to have been made in escrow until delivery of such
documents and funds at the Cl osi ng has been made.
At the CI osi ng, the fol lowing steps are to betaken concurrently:
1. The Underwriter will pay to the Trustee immediately available funds in the
amount of $10,903,101.45 (representing $11,230,000.00 aggregate principal amount of the
Series 2010A Bonds, less net original issue discount of $192,138.55, less an underwriter's
discount of $134,760.00.
2. The Trustee will release, and the Underwriter will receive, the Series 2010A
Bonds (duly executed and authenticated) through the faci I ities of The Depository Trust Company
in Neer York, Neer York by telephone.
3. The Trustee will comply with the Written Request and Requisition No. 1 of the
Commission regarding the proceeds of the Series 2010A Bonds.
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$11,230,000
ROSEM EAD COMMUNITY DEVELOPMENT COM M I SSI ON
ROSEM EAD MERGED PROJECT AREA
TAX ALLOCATION BONDS, SERI ES 2010A
TRANSCRI PT OF PROCEEDI NGS
A. AUTHORIZING DOCUMENTS
1. Resolution No. CDC2010-21, adopted by the Rosemead Community
Development Commission (the " Commission") on June 22, 2010, certified by the
Secretary of the Commission as of the closing date. (Band Counsel)
2. Resolution No. FA2010-02, adopted by the Governing Board of the Rosemead
Financing Authority (the "Authority") on June 22, 2010, certified by the Secretary
of the A uthori ty as of the closing date. (Band Counsel)
3. Resolution No. 2010-44, adopted by the City Council of the City of Rosemead
(the "City") on June 22, 2010, certified by the Clerk of the City as of the closing
date. (Band Counsel)
B. BASI C LEGAL DOCUM ENTS
1. Indenture, dated as of June 1, 2010, by and between the Commission and U. S.
Bank National Association, astrustee (the"Trustee'). (Band Counsel)
2. Continuing Disclosure Agreement, dated as of June 1, 2010, by and among the
Commission, the Trustee and Urban Futures, Inc., as dissemination agent.
(Disclosure Counsel)
3. Tax Certificate, dated July 15, 2010, executed by the Commission. (Band
Counsel)
C. DOCUM ENTS RELATI NG TO THE SALE OF THE BONDS
1. Acknowledgement of Receipt of Report of Proposed Debt Issuance from
California Debt and Investment Advisory Commission ("CDIAC"), together with
Report. (Band Counsel)
2. Prel i mi nary Off i ci al Statement, dated June 23, 2010. (Disclosure Counsel)
3. Certif i cate Regardi ng Prel i mi nary Off i ci al Statement, pursuant to Rul e 15c2-12 of
the Securities and Exchange Commission. (DisclosureCounsd)
4. Purchase Agreement, dated June 29, 2010 (the " Purchase Agreement"), by and
among E. J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), the
Authority and the Commission. (Underwriter's Counsel)
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5. Off i ci al Statement, dated June 29, 2010. (Disclosure Counsel)
6. Certificate of Mailing Report of Final Sale to CD IAC, together with Report.
(Band Counsel)
D. DOCUM ENTS RELATI NG TO TH E COM M I SSI ON
1. Incumbency and Signature Certificate of the Commission. (Band Counsel)
2. Certificate of the Commission, pursuant to Section 8(d)(viii) of the Purchase
Agreement. (Band Counsel)
3. Written Request and Requisition No. 1 of the Commission to the Trustee. (Band
Counsel)
4. Cert i f i cate of Mailing of Subordination Notices. (Band Counsel)
5. Resolution No. 2010-29 and CDC2010-15, jointly adopted by the City Council of
the City and the Commission on May 11, 2010, certified by the City Clerk of the
City/Secretary of the Commission as of the closing date. (Band Counsel)
6. Certified by the Secretary of the Commission Regarding Redevelopment Plan,
pursuant to Section 8(d)(xiii)(D) of the Purchase Agreement. (Band Counsel)
7. Certificate of Secretary of the Commission Regarding Resolutions and
Ordinances, pursuant to Section 8(d)(xiii)(D) of the Purchase Agreement. (Band
Counsel)
8. Certificate of Mailing Information Return for Tax-Exempt Governmental
Obligations (Form 8038-G), to the Internal Revenue Service, together with Form
8038-G. (Band Counsel)
9. DTC Blanket Issuer Letter of Representations. (Band Counsel)
E. DOCUM ENTS RELATI NG TO TH E AUTHORI TY
1. Notice of Joint Powers Agreement, filed with the California Secretary of State
(the" Secretary of State'). (Band Counsel)
2. Statement of Facts Roster of Publ i c A genci es Filing, as f i I ed with the Secretary of
State and the County of L os A ngel es. (Band Counsel)
3. Joint Exercise of Powers Agreement, dated as of February 1, 2006, by and
between the City and the Commission, certified by the Secretary of the Authority.
(Band Counsel)
4. Incumbency and Signature Certificate of the Authori ty. (Band Counsel)
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5. Certificate of the Authority, pursuant to Section 8(d)(ix) of the Purchase
Agreement. (Band Counsel)
6. Certif i cate of the Authori ty Regardi ng Prel i mi nary Off i ci al Statement, pursuant to
Section 8(d)(xi i i)(D) of the Purchase Agreement. (Band Counsel)
F. DOCUM ENTS RELATI NG TO TH E TRUSTEE
1. Certificate of the Trustee, together with excerpts from the Bylaws and
Incumbency Certificate, pursuant to Section 7(c)(5) of the Purchase Agreement.
(Band CounseUTrustae)
2. Receipt for Purchase Price. (Band Counsel)
G. DOCUIVIENTSRELATING TO THE UNDERWRITER
1. Rating Letter of Standard & Poor's, pursuant to Section 7(c)(xiv) of the Purchase
Agreement. (Underwriter)
2. Receipt for Bonds. (Band Counsel)
3. Specimen Bonds. (Band Counsel)
4. Closing Memorandum. (Underwriter)
H. LEGAL OPI NI ONS
1. Final Opinion of Orrick, Herrington & Sutcliffe L L P, as Bond Counsel, pursuant
to Section 8(d)(i) of the Purchase Agreement.
2. Supplemental Opinion of Orrick, Herrington & Sutcliffe L L P, as Bond Counsel,
pursuant to Section 8(d)(i i) of the Purchase Agreement.
3. D i scl osure Counsel Opi ni ons of Orri ck, H erri ngton & Sutcl i ff e L L P, pursuant to
Section 8(d)(vi) of the Purchase Agreement.
4. Opinion of Burke, Williams & Sorensen, L L P, as Counsel to the Commission,
pursuant to Section 8(d)(v) of the Purchase Agreement.
5. Opinion of Burke, Williams & Sorensen, L L P, as Counsel to the Authority,
pursuant to Section 8(d)(x) of the Purchase Agreement.
6. Opi ni on of Dorsey & Whi tney L L P, as Trustee' s Counsel, pursuant to Secti on
8(d) (v) of the Purchase Agreement.
7. Rel i ance Letter of Orri ck, H erri ngton & Sutcl i ff e L L P addressed to the Trustee.
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I. MISCELLANEOUS
Certificate of Fiscal Consultant, pursuant to Section 8(d)(xii) of the Purchase
Agreement. (Band Counsel)
2. Indenture, dated as of October 1, 1993, by and between the Commission (or its
predecessor) and the Trustee (or its predecessor), as amended and supplemented
by the Fi rst Supplement to Indenture, dated as of M arch 1, 2006, by and between
the Commi ssi on and the Trustee, rel ati ng to the $14,005, 000 aggregate pri nci pal
amount of Rosemead Community Development Commission Redevelopment
Project Area No. 1 Tax Allocation Bonds, Series 2006A, as further amended and
supplemented by the Second Supplement to Indenture, dated as of December 1,
2006, by and between the Commission and the Trustee, relating to the
$24,230,000 Rosemead Community Development Commission Redevelopment
Project Area No. 1 Tax Allocation Refunding Bonds, Series 20066, certified by
the Secretary of the Commission as of the closing date. (Band Counsel)
3. Closing Memorandum.
4. Interested Parti es L i st.
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