Table_of_Contents$11,230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
ROSEMEAD MERGED PROJECT AREA
TAX ALLOCATION BONDS, SERIES 2010A
TRANSCRIPT OF PROCEEDINGS
A. AUTHORIZING DOCUMENTS
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. (Bond 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 Authority as of the closing date. (Bond Counsel)
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. (Bond Counsel)
B. BASIC LEGAL DOCUMENTS
1. Indenture, dated as of June 1, 2010, by and between the Commission and U.S.
Bank National Association, as trustee (the "Trustee"). (Bond 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)
Tax Certificate, dated July 15, 2010, executed by the Commission. (Bond
Counsel)
C. DOCUMENTS RELATING TO THE SALE OF THE BONDS
Acknowledgement of Receipt of Report of Proposed Debt Issuance from
California Debt and Investment Advisory Commission ("CDIAC"), together with
Report. (Bond Counsel)
2. Preliminary Official Statement, dated June 23, 2010. (Disclosure Counsel)
3. Certificate Regarding Preliminary Official Statement, pursuant to Rule 15c2-12 of
the Securities and Exchange Commission. (Disclosure Counsel)
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. Official Statement, dated June 29, 2010. (Disclosure Counsel)
6. Certificate of Mailing Report of Final Sale to CDIAC, together with Report.
(Bond Counsel)
D. DOCUMENTS RELATING TO THE COMMISSION
1. Incumbency and Signature Certificate of the Commission. (Bond Counsel)
2. Certificate of the Commission, pursuant to Section 8(d)(viii) of the Purchase
Agreement. (Bond Counsel)
3. Written Request and Requisition No. 1 of the Commission to the Trustee. (Bond
Counsel)
4. Certificate of Mailing of Subordination Notices. (Bond 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. (Bond Counsel)
6. Certificate of Secretary of the Commission Regarding Redevelopment Plan,
pursuant to Section 8(d)(xiii)(D) of the Purchase Agreement. (Bond Counsel)
7. Certificate of Secretary of the Commission Regarding Resolutions and
Ordinances, pursuant to Section 8(d)(xiii)(D) of the Purchase Agreement. (Bond
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. (Bond Counsel)
9. DTC Blanket Issuer Letter of Representations. (Bond Counsel)
E. DOCUMENTS RELATING TO THE AUTHORITY
1. Notice of Joint Powers Agreement, filed with the California Secretary of State
(the "Secretary of State"). (Bond Counsel)
2. Statement of Facts Roster of Public Agencies Filing, as filed with the Secretary of
State and the County of Los Angeles. (Bond 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.
(Bond Counsel)
4. Incumbency and Signature Certificate of the Authority. (Bond Counsel)
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5. Certificate of the Authority, pursuant to Section 8(d)(ix) of the Purchase
Agreement. (Bond Counsel)
6. Certificate of the Authority Regarding Preliminary Official Statement, pursuant to
Section 8(d)(xiii)(D) of the Purchase Agreement. (Bond Counsel)
F. DOCUMENTS RELATING TO THE 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.
(Bond Counsel/Trustee)
2. Receipt for Purchase Price. (Bond Counsel)
G. DOCUMENTS RELATING 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. (Bond Counsel)
3. Specimen Bonds. (Bond Counsel)
4. Closing Memorandum. (Underwriter)
H. LEGAL OPINIONS
1. Final Opinion of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, pursuant
to Section 8(d)(i) of the Purchase Agreement.
2. Supplemental Opinion of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel,
pursuant to Section 8(d)(ii) of the Purchase Agreement.
3. Disclosure Counsel Opinions of Orrick, Herrington & Sutcliffe LLP, pursuant to
Section 8(d)(vi) of the Purchase Agreement.
4. Opinion of Burke, Williams & Sorensen, LLP, as Counsel to the Commission,
pursuant to Section 8(d)(v) of the Purchase Agreement.
5. Opinion of Burke, Williams & Sorensen, LLP, as Counsel to the Authority,
pursuant to Section 8(d)(x) of the Purchase Agreement.
6. Opinion of Stradling Yocca Carlson & Rauth, A Professional Corporation, as
Counsel to the Underwriter.
7. Opinion of Dorsey & Whitney LLP, as Trustee's Counsel, pursuant to Section
8(d)(v) of the Purchase Agreement.
8. Reliance Letter of Orrick, Herrington & Sutcliffe LLP addressed to the Trustee.
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I. MISCELLANEOUS
Certificate of Fiscal Consultant, pursuant to Section 8(d)(xii) of the Purchase
Agreement. (Bond 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 First Supplement to Indenture, dated as of March 1, 2006, by and between
the Commission and the Trustee, relating to the $14,005,000 aggregate principal
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 2006B, certified by
the Secretary of the Commission as of the closing date. (Bond Counsel)
3. Closing Memorandum.
4. Interested Parties List.
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