Tab_B-2CONTI NUI NG DI SCLOSURE AGREEM ENT
RELATI NG TO THE SERI ES 2010A BONDS
THI S CONTI NUI NG DI SCLOSURE AGREEM ENT (this "Disclosure Agreement"),
is executed and entered i nto as of June 1, 2010, by and among the ROSEM EA D COM M UNITY
D EV EL OPM ENT COM M I SSI ON, a public body, corporate and politic, organized and existing under,
and by virtue of the laws of the State of California (the "Commission" U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the lays of the
United States of America, in its capacity as trustee (the "Trusted'), and URBAN FUTURES,
INC., in its capacity as Dissemination Agent (the" Dissemination Agent").
WITNESSETH:
W H EREAS, pursuant to the I ndenture, dated as of June 1, 2010 (the " I ndenture" by
and between the Commission and the Trustee, the Commission has issued the Rosemead
Community Development Commission Rosemead Merged Project Area Tax Allocation Bonds,
Series 2010A (the " Bond') in the aggregate principal amount of $11,230,000; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the
Commission, the Trustee and the Dissemination Agent, for the benefit of the holders and
beneficial owners of the Bonds and in order to assist the underwriters of the Bonds in complying
with Securities and Exchange Commission Rule 15c2-12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants
herei n contai ned, the parti es hereto agree as fol I ows:
Section 1. Definitions Capital ized undefined terms used herein shad I have the meanings
ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the
following meanings:
"Annual Report" means any Annual Report provided by the Commission pursuant to,
and as descri bed i n, Secti ons 2 and 3 hereof.
"Annual Report Date" means not later than 270 days following the end of the
Commission's f i scal year (which is currently June 30), commencing Mach 31, 2011.
"Commission" means the Rosemead Community Development Commission.
"Disclosure Representative" means the Executive Director of the Commission, or his or
her designee, or such other person as the Commission shall designate in writing to the Trustee
from time to time.
"Dissemination Agent" means Urban Futures, Inc., acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
the Commission and which has f i d ed with the Trustee a written acceptance of such designation.
OHS West:260934859.3
"EM MA System" means the M SRB' s Electronic Municipal Market Access system, or
such other electronic system designated by the M SRB.
Bonds.
"Listed Eventd' means any of the events Iisted in Section4(a) hereof.
"M SRB" means the M uni ci pal Securi ti es Rul emaki ng Board, or any successor thereto.
"Official Statement" means the Official Statement, dated June 29, 2010, relating to the
"Participating Underwriter" means any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securi ti es Exchange Act of 1934, as the same may be amended from ti me to time.
Section 2. Provision of Annual Reports (a) The Commission shall, or, upon
furnishing the Annual Report to the Dissemination Agent, shall cause the Dissemination Agent
to, provi de to the M SRB through the EM M A System, i n an el ectroni c f ormat and accompani ed
by i dentif yi ng i nformati on al I as prescri bed by the M SRB, an Annual Report whi ch i s consi stent
with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing
with the report for the 2009-10 fiscal year. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may include by reference other
information as provided in Section 3 hereof; provided, however, that the audited financial
statements of the Commission, if any, may be submitted separately from the balance of the
Annual Report, and later than the date required above f or the f i I i ng of the Annual Report if not
available by that date. If the Commission's fiscal year changes, it shall give notice of such
change i n the same manner as for a Listed Event under subsection (e) of Section 4 hereof.
(b) Not I ater than 15 busi ness days pri or to the date specif i ed i n subsecti on (a) for the
providing of the Annual Report to the MSRB, the Commission shall provi de the Annual Report
to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by
such date, the Trustee has not received a copy of the Annual Report, the Trustee shad I contact the
Commission and the Dissemination Agent to inquire if the Commi ssi on is in compdiancewith the
first sentence of this subsection (b).
(c) If the Trustee is unable to verify that an Annual Report has been provided to the
M SRB by the date requi red i n subsection (a) of this Section, the Trustee shal I send a notice to the
MSRB through the EM MA System in substantially theform attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) provide any Annual Report received by it to the MSRB, as provided
herei n; and
(ii) file a report with the Commission and (if the Dissemination Agent is not
the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to
this Disclosure Agreement and stating the date i t was so provided.
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Section 3. Content of Annual Reports The Commission's Annual Report shall
contain or incorporate by reference the fol lowing:
(a) The Commission's audited financial statements, if any, prepared in accordance
wi th general I y accepted accounti ng pri nci pl es as promul gated to appl y to governmental enti ti es
from time to time by the Governmental Accounting Standards Board. If the Commission's
audited financial statements, if any, are not avai I abl e by the ti me the A nnual Report i s requi red to
be filed pursuant to Section 2(a) hereof, the Annual Report shall contain unaudited financial
statements in a format si m i I ar to that used for the Commission's audited financial statements,
and the audi ted f i nanci al statements, if any, shal I be f i I ed i n the same manner as the Annual
Report when they become avai I abl e.
(b) ThefolIowing information:
(i) An update of the information contained in Table 2 of the Official
Statement f or the most recentl y compl eted f i scal year.
(ii) An update of the information contained in Table 3 of the Official
Statement f or the most recentl y compl eted f i scal year.
(iii) An update of the information contained in Table 4 of the Official
Statement f or the most recentl y compl eted f i scal year.
(iv) An update of the information contained in Table 5 of the Official
Statement f or the most recentl y compl eted f i scal year.
(v) An update of the information contained in Table 6 of the Official
Statement based upon the most recently completed f i scal year.
(vi) An update of the information contained in Table 7 of the Official
Statement f or the most recentl y compl eted f i scal year.
(vii) The amount of any payments by the Commission during the most recently
completed Fiscal Year of the type described in "RISK FACTORS - State Budget
Def i ci t and I is I mpact on PI edged Tax Revenues' i n the Off i ci al Statement.
(c) In addition to any of the information expressly required to be provided under
paragraphs (a) and (b) of this Section, the Commission shall provide such further information, if
any, as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Commission or related public
entities, which have been submitted to the MSRB through the EMMA System. The Commission
shall clearly identify each such other document so included by reference.
OHS West:260934859 3
Section 4. Reportingof Significant Events (a) Pursuant to the provisions of this
Section, the Commission shad I give, or cause to be given, notice of the occurrence of any of the
following events with respect to the Bonds, if material:
(i) Pri nci pal and i nterest payment del i nquenci es.
(ii) Non-payment related defaults.
(iii) Unscheduled drags on debt service reserves reflecting financial
difficulties.
(i v) Unscheduled drags on credit enhancements reflecting financial
difficulties.
(v) Substitution of creditor liquidity providers, or their failureto perform.
(vi) Adverse tax opinions or events affecting the tax-exempt status of the
securi ty.
(vi i) M odi f i cati ons to ri ghts of securi ty hod ders.
(viii) Contingent or unscheduled bond calls.
(ix) Defeasances.
(x) Release, substitution, or sale of property securing repayment of the
securities.
(xi) Rati ng changes.
(b) The Trustee shad 1, within five business days of obtaining actual knowledge of the
occurrence of any of the Listed Events, contact the Disclosure Representative, inform such
person of the event, and request that the Commission promptly notify the Dissemination Agent
in writing whether or not to report the event pursuant to subsection (f); provided, however, that
the Dissemination Agent shall have no liability to Bond owners for any failure to provide such
notice. For purposes of this Disclosure Agreement, "actual know) edge" of the occurrence of the
Listed Events described under clauses (i i (iii), (vi), (x) and (xi) above shall mean actual
know) edge by an off i cer at the corporate trust off i ce of the Trustee. The Trustee shad I have no
responsi bi I i ty f or determ i ni ng the materi al i ty of any of the L i sted Events.
(c) If the Commi ssi on determi nes that knowl edge of the occurrence of a L i sted Event
woul d be materi al under appl i cabl a Federal securi ti es I avr, the Comm i ssi on shad I promptl y noti f y
the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report
the occurrence pursuant to subsection (e) of this Section.
(d) If in response to a request under subsection (b) of this Section, the Commission
determ i nes that the L i sted Event woul d not be materi al under appl i cabl a Federal securi ti es I avr,
OHS West:260934859 4
the Commission shall so notify the Trustee in writing and instruct the Dissemination Agent not
to report the occurrence pursuant to subsection (e) of this Section.
(e) If the Dissemination Agent has been instructed by the Commission to report the
occurrence of a Listed Event, the Dissemination Agent shall f i I e a noti ce of such occurrence wi th
the MSRB through the EMMA System. Notwithstanding theforegoing, notice of Listed Events
descri bed i n paragraphs (vi i i) and (ix) of subsecti on (a) of thi s Secti on need not be gi ven under
thi s subsecti on any earl i er than the noti ce (if any) of the underl yi ng event i s gi ven to Owners of
affected Bonds pursuant to the Indenture.
Section 5. Termination of Reporting Obligation. The Commission's obligations
under this Disclosure Agreement shad I terminate upon the legal def easance, prior redemption or
payment in full of all of the Bonds. If such termination occurs prior to thefinal maturity of the
Bonds, the Commission shall give notice of such termination in the same manner as for a Listed
Event under Section 4(f) hereof.
Section 7. Dissemination Agent. The Commission may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days'
written notice to the Commission and the Trustee. The Dissemination Agent shall have no duty
to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any
Annual Report not provided to it by the Commission in a timely manner and in a form suitable
for filing. If at any time there is not any other designated Dissemination Agent, the Trustee shat I
be the D i ssem i neti on A gent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Commission, the Trustee and the Dissemination Agent may amend
this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any
amendment so requested by the Commission, so long as such amendment does not adversely
affect the rights or obligations of the Trustee or the Dissemination Agent), and any provision of
this Disclosure Agreement may bewaived, provided that thefollowing conditions are satisfied:
(a) if the amendment or waiver relates to Sections 2(a), 3 or 4(a) hereof it may only
be made in connection with a change in circumstances that arises from a change in legal
requi rements, change i n I avr, or change i n the i denti ty, nature, or status of an obl i gated person
with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rut e
at the ti me of the pri may off eri ng of the Bonds, after taki ng i nto account any amendments or
i nterpretati ons of the Rut e, as wet I as any change i n ci rcumstances; and
(c) the proposed amendment or waiver (i) is approved by holders of sixty percent of
the Bonds in the manner provided in the Indenture for amendments to the Indenture with the
consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel,
materi al I y i mpai r the i nterests of hod ders.
OHS West:260934859 5
If the annual financial information or operating data to be provided in the Annual Report
i s amended pursuant to the provi si ons hereof, the f i rst annual f i nanci al i of ormati on contai ni ng
the amended operati ng data or f i nanci al i of ormati on shad I expl ai n, i n narrati ve f orm, the reasons
for the amendment and the impact of the change in the type of operating data or financial
information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial information for the year in which
the change i s made shad I present a compari son between the f i nanci al statements or i nformati on
prepared on the basi s of the near accounti ng pri nci pl es and those prepared on the basi s of the
former accounting principles. The comparison shall include a qualitative discussion of the
differences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the f i nanci al statements or information, i n order to provide information to
investors to enable them to evaluate the ability of the Commission to meet its obligations,
including its obligation to pay debt service on the Bonds. To the extent reasonably feasible, the
comparison shall be quantitative. A notice of the change in the accounting principles shall be
given in the same manner asfor a Listed Event under subsection (e) of Section 4 hereof.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Commission from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the Commission chooses
to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Agreement, the Commission
shall have no obligation under this Disclosure Agreement to update such information or include
it in any f uture A nnual Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Commission to comply with any
provision of this Disclosure Agreement, the Trustee at the wri tten direction of any Participating
Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds,
shall, upon receipt of indemnification reasonably satisfactory to the Trustee, take such acti ons as
may be necessary and appropriate, including seeking mandate or specific performance by court
order, to causethe Commission to comply with its obligations under this Disclosure Agreement.
A default under this Disclosure Agreement shall not be deemed an Event of Default under the
Indenture, and the sod a remedy under this Disclosure Agreement in the event of any fai d ure of the
Commission or the Trustee to comply with this Disclosure Agreement shall be an action to
compel performance.
Section 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
Arti cl e V I I of the Indenture is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Indenture, and the Trustee
and the Dissemination Agent shall be entitled to the protections, limitations from liability and
indemnities afforded to the Trustee thereunder. The Dissemination Agent and the Trustee shedI
have only such duties hereunder as are speci f iced l y set forth in this Disclosure Agreement. The
Commission agrees to indemnify and save the Dissemination Agent, the Trustee, their officers,
directors, employees and agent, harmless against any loss, expense and liabilities which it may
OHS West:260934859 6
incur arising out of the disclosure of information pursuant to this Disclosure Agreement or
ari si ng out of or i n the exerci se or performance of its powers and duti es hereunder, i ncl udi ng the
costs and expenses (including attorneys fees) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. This
Disclosure Agreement does not apply to any other securities issued or to be issued by the
Commission. The Dissemination Agent shall have no obligation to make any disclosure
concerning the Bonds, the Commission or any other matter except as expressly set out herein,
provided that no provision of this Disclosure Agreement shall limit the duties or obligations of
the Trustee under the Indenture. The Dissemination Agent shall have no responsibility for the
preparation, revievr, form or content of any Annual Report or any notice of a Listed Event. The
Dissemination Agent may conclusively rely upon the Annual Report provided to it by the
Commission as constituting the Annual Report required of the Commission in accordance with
the Disclosure Agreement. The fact that the Trustee has or may have any banking, fiduciary or
other relationship with the Commission or any other party, apart from the relationship created by
the Indenture and this Disclosure Agreement, shad I not be construed to mean that the Trustee has
knowledge or notice of any event or condition relating to the Bonds or the Commission Except in
i is respect i ve capaci ti es under such agreements. N o prov i si on of thi s D i scl osure A greement shad I
require or be construed to require the Dissemination Agent to interpret or provide an opinion
concerning any information disclosed hereunder. Information disclosed hereunder by the
Dissemination Agent may contain such disclaimer language concerning the Dissemination
Agent's responsibilities hereunder with respect thereto as the Dissemination Agent may deem
appropriate. The Dissemination Agent may conclusively rely on the determination of the
Commission as to the materiality of any event for purposes of Section 4 hereof. Neither the
Trustee nor the Dissemination Agent make any representation as to the sufficiency of this
Disclosure Agreement for purposes of the Rule. The Dissemination Agent shall be paid
compensation by the Commission for its services provided hereunder in accordance with its
schedule of fees, as amended from time to time, and all expenses, legal fees and advances made
or incurred by the Dissemination in the performance of its duties hereunder. The Commission's
obligations under this Section shall survive the termination of this Di scl osure Agreement.
Section 12. Beneficiaries This Disclosure Agreement shall inure solely to the benefit
of the Commission, the Trustee, the Dissemination Agent, the Participating Underwriters and
hod ders and benef i ci al owners f rom ti me to ti me of the Bonds, and shad I create no ri ghts i n any
other person or entity.
Section 13. Counterparts This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 14. Mercer-Any person succeeding to all or substantially all of the
Dissemination Agent's corporate trust business shall be the successor Dissemination Agent
without the f i I i ng of any paper or any f urther act.
OHS West:260934859 7
IN WITNESS NN I IEREOF, the partic,, hereto have executed this Disclosure A rccit7crtt
as of the &tc f i r,t abo~ c N~ i ittcat.
ROSENIEAD COMMUNITY DEVELOPN1u'1'\T
COMMISSION
By:
1- \ccutiv c Dircctor
ATTEST:
B
Secrctary
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
URBAN FUTURES, INC., as Dissemination
Agent
By:
°y
Authorized Officer
S
IN WITNESS XV11FI EOF, the parties hereto hacc c\cL:wc,l tl1i,, Disclosui-z A-,t ccinent
as of the dat f ln,t Libove written.
By:
ATTEST:
By:
ROSE IEAD COMMUNITY DEVELOPMENT
CO,jN I MISSION
I A C u tine Director
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
URBAN FUTURES, INC., as Dissemination
Agent
By:
Authorized Officer
Secretary
IN NN ITN F:SS NN I IF R FAW, the parties hereto have executed this Disclosure Agreement
as of tI1L LLit': 11ISt abu4,: 1\Ttll~11.
By:
ATTEST:
By:
Secretary
ROSF:NIV,kD CONINIt NITN 1) V\ VfI OFNIENT
('ONUIISSION
Executive Director
U.S. BAND NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
URBAN FUTURES, INC., as Dissemination
Agent
By: -
Authorized Officer
8
EXHIBITA
NOTI CE OF FAI LURE TO FI LE ANNUAL REPORT
Nameof Issuer: Rosemead Community Development Commission
Nameof Bond Issue. Rosemead Community Development Commission
Rosemead Merged Project Area Tax A I I ocat i on Bonds, Series 2010A
Dateof Issuance. July 15, 2010
NOTICE IS HEREBY GIVEN that the Rosemead Community Development
Commission (the "Commission") has not provided an Annual Report with respect to the above-
named Bonds as required by the Continuing Disclosure Agreement, dated as of June 1, 2010, by
and among the Commission, U.S. Bank National Association, as Trustee, and Urban Futures,
Inc., as Dissemination Agent. [The Commission anticipates that the Annual Report will befiled
by
Dated:
By:
U.S. Bank National Association, as
Trustee, on behalf of the Rosemead
Community Development Commission
cc: Rosemead Community Development Commission
OHS West:260934859.3 A-1