DISTRICT CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”) is dated as of _______________, 2025, by and between the Community Facilities District No. 2003-3 of the City of Chino (the “District”) and Webb Municipal Finance, LLC, in its capacity as dissemination agent (the “Dissemination Agent”), in connection with the issuance by the District of its Improvement Area No. 11 2025 Special Tax Bonds in the aggregate principal amount of $______________________ (the “2025 Bonds”). The 2025 Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the “Act”), and a Fiscal Agent Agreement, dated as of ________________ 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), in order to provide funds to finance the acquisition or construction of certain public improvements to support development within Improvement Area No. 11 of the District (the “Improvement Area”). The District and the Dissemination Agent hereby covenant and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the parties hereto for the benefit of the owners and Beneficial Owners of the 2025 Bonds and in order to assist the Participating Underwriter in complying with Rule 15c212(b)(5) promulgated under the Securities and Exchange Act of 1934.
Section 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized terms used in this Disclosure Agreement, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Annual Report Date” shall mean March 31 in each year, the date that is nine months after the end of the District’s fiscal year, which fiscal year end, as of the date of this Disclosure Agreement, is June 30. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income purposes. “Bonds” shall mean the Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds. “City” shall mean the City of Chino, California.
“Dissemination Agent” shall mean Webb Municipal Finance, LLC, or any successor Dissemination Agent designated in writing by the District, which successor must have filed a written acceptance of such designation with the District. “District” shall mean Community Facilities District No. 2003-3 of the City of Chino. “EMMA” shall mean the Electronic Municipal Market Access system of the MSRB. “Improvement Area” shall mean Improvement Area No. 11 of the District. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board and any successor entity designated under the Rule as the repository for filings made pursuant to the Rule. “Official Statement” shall mean the Official Statement relating to the 2025 Bonds. “Participating Underwriter” shall mean Raymond James & Associates, Incorporated, as original purchaser of the 2025 Bonds. “Rule” shall mean Rule 15c2-12(b)(5), adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Special Taxes” shall mean an annual special tax to be levied on certain real property within the Improvement Area, which special tax shall secure the payment of debt service on the 2025 Bonds.
Section 3. Provisions of Annual Reports.
(a) The District shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2026, provide to MSRB an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement; provided, however, that the first Annual Report shall consist of the Official Statement only. Not later than 15 business days prior to said date, the District shall provide its Annual Report to the Dissemination Agent, if such Dissemination Agent is a different entity than the District. The Annual Report must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as is prescribed by MSRB, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the District, if any are prepared, may be submitted separately from and later than the balance of the Annual Report if they are not available by the applicable Annual Report Date. If the District’s fiscal year changes, the District shall provide written notice of such change in the same manner as for a Listed Event under Section 5(c). The District shall provide written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished hereunder. The Dissemination Agent may conclusively rely upon such certification of the District and shall have no duty or obligation to review such Annual Report. The Official Statement and the District’s audited financial statements, if any are prepared, will serve as the first Annual Report. (b) If the District is unable to provide MSRB an Annual Report by the date required in subsection (a), the Dissemination Agent in a timely manner shall send a notice to MSRB in substantially the form attached as Exhibit A. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. (c) The Dissemination Agent shall:
1. provide any Annual Report received by it to MSRB by the date required in subsection (a); and
2. file a report with the District certifying that the Annual Report has been provided to MSRB pursuant to this Disclosure Agreement and stating the date it was so provided.
Section 4. Content of Annual Reports. The District’s Annual Report shall contain or incorporate by reference the following:
(a) Financial Statements. The audited financial statements of the District for the most recent fiscal year of the District then ended, when and if available, if any are prepared for the District. If no audited financial statements are prepared for the District, then no financial statements shall be included in the Annual Report. If the audited financial statements are prepared but not available by the time the Annual Report is required to be filed, the Annual Report may be filed without audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report if and when they become available. If audited financial statements of the District are prepared, such audited financial statements shall be audited by such auditor as shall then be required or permitted by State law or the Fiscal Agent Agreement. If audited financial statements of the District are prepared, such audited financial statements shall be prepared in accordance with generally accepted accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the District may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the District shall modify the basis upon which its financial statements are prepared, the District shall provide a notice of such modification to EMMA, including a reference to the specific federal or State law or regulation specifically describing the legal requirements for the change in accounting basis. (b) Financial and Operating Data. The following information with respect to the 2025 Bonds and the property in the District subject to the levy of Special Taxes:
1. Principal amount of the 2025 Bonds (including principal amount and years of maturity of Bonds, if any, called for redemption in advance of maturity), and any bonds issued to refund the same.
2. Balance in the funds and accounts established under the Fiscal Agent Agreement.
3. A statement as to whether or not the amount on deposit in the Reserve Account of the Special Tax Fund is equal to the Reserve Requirement and, if not, the amount of the delinquency or surplus, as applicable.
4. If any moneys are still on deposit in the Facilities Account of the Improvement Fund, the estimated date of completion of the improvements being financed with the 2025 Bonds proceeds and a statement regarding the sufficiency of the moneys still on deposit in the Improvement Fund to complete such improvements.
5. The amount of delinquent Special Taxes for the most recent fiscal year.
6. Concerning delinquent parcels:
∙ number of parcels in the Improvement Area delinquent in payment of Special Tax, ∙ total of such delinquency and percentage of delinquency in relation to total Special Tax levy, ∙ status of the actions taken by the City or the District related to any foreclosure proceedings upon delinquent properties within the Improvement Area.
7. Identity of any delinquent taxpayer obligated for greater than five percent (5%) of the annual Special Tax levy, plus:
∙ assessed value of applicable properties, and
∙ summary of results of foreclosure sales, if available.
8. Until buildout of the Improvement Area, provide the number of building permits within the Improvement Area.
9. A table in the form of table 4 and reasonably representing the information contained therein, reflecting top property owners responsible for 5% or greater of the annual Special Tax most recently enrolled, the allocation of current outstanding debt for each property owner and the allocable Assigned Special Tax.
10. A table in the form of table 5 and reasonably representing the information contained therein, reflecting the stratification of value-to-lien ratios within the Improvement Area based on the allocation of current outstanding debt for each property and the current assessed value for each property.
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 District, the City, or related public entities that are available to the public on MSRB’s internet website or filed with the Securities and Exchange Commission. The District shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the 2025 Bonds in a timely manner not more than ten (10) business days after the event:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB);
6. tender offers;
7. defeasances;
8. ratings changes;
9. bankruptcy, insolvency, receivership or similar proceedings; Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person; and
10. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (b) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2025 Bonds, if material:
1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the 2025 Bonds or other material events affecting the tax status of the 2025 Bonds;
2. the consummation of a merger, consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
3. appointment of a successor or additional fiscal agent or the change of the name of a fiscal agent;
4. nonpayment related defaults;
5. modifications to the rights of Owners of the 2025 Bonds;
6. notices of redemption;
7. release, substitution or sale of property securing repayment of the 2025 Bonds; and
8. incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (c) Upon the occurrence of a Listed Event under Section 5(b) above, the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the District determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the District shall file a notice of such occurrence with MSRB in a timely manner not more than 10 business days after the event. (e) The District hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the District and that the Dissemination Agent shall not be responsible for determining whether the District’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. (f) For purposes of the events identified in subparagraphs (a)(10) and (b)(8) under this Section 5, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule and a continuing disclosure undertaking has been entered into.
Section 6. Termination of Reporting Obligation. The obligations of the District and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption, or payment in full of all of the 2025 Bonds. If such termination occurs prior to the final maturity of the 2025 Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent. The District 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 30 days written notice to the District. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the District. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the District in a timely manner and in a form suitable for filing. If at any time there is no designated Dissemination Agent, the District shall act as the Dissemination Agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived; provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to annual or event information to be provided hereunder, it may only be made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or interpretations thereof, or a change in the identity, nature, or status of the District or the type of business conducted thereby; (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 Rule at the time of the primary offering of the 2025 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by owners of the 2025 Bonds in the manner provided in the Fiscal Agent Agreement for amendments to such Fiscal Agent Agreement with the consent of owners of the 2025 Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interest of the owners of the 2025 Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the annual financial information containing the amended operating data or financial information shall explain, in narrative form, 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 is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis 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 financial information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District 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 District 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 District shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
The District acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended may apply to the District, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the District under such laws.
Section 10. Default. In the event of a failure of the District to comply with any provisions of this Disclosure Agreement any owner of a Bond, the Participating Underwriter, or the Fiscal Agent may (but in no event is obligated to or has a duty to) take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the District or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the District agrees to indemnify and save the Dissemination Agent and its officers, directors, employees and agents, harmless against any loss, expense, cost, suit, claim, judgment, damages and liabilities that it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the District under this section shall survive resignation or removal of the Dissemination Agent and payment of all of the 2025 Bonds. The Dissemination Agent shall not be responsible in any manner for the format or content of any notice or Annual Report prepared by the District pursuant to this Disclosure Agreement. The District shall pay the reasonable fees and expenses of the Dissemination Agent for its duties hereunder.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the District, the Dissemination Agent, the Fiscal Agent, the Participating Underwriter, and the owners from time to time of the 2025 Bonds, and shall create no rights in 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. Future Determination of Obligated Persons. In the event the Securities Exchange Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within the Improvement Area to be an obligated person as defined in the Rule, nothing contained herein shall be construed to require the District to meet the continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this Disclosure Agreement shall be deemed to obligate the District to disclose information concerning any owner of land within the Improvement Area except as required as part of the information required to be disclosed by the District pursuant to Section 4 and Section 5 hereof. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California.
Section 15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Section 16. Merger. Any person succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act.
Section 17. Governing Law. This Disclosure Agreement shall be governed under the laws of the state of California.
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO By:
Authorized Signatory
WEBB MUNICIPAL FINANCE, LLC
as Dissemination Agent
By:
Authorized Signatory
EXHIBIT A TO CONTINUING DISCLOSURE AGREEMENT
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Community Facilities District No. 2003-3 of the City of Chino Name of Bond Issue: $______________________ Community Facilities District No. 2003-3 of the City of Chino, Improvement Area No. 11 2025 Special Tax Bonds NOTICE IS HEREBY GIVEN that Community Facilities District No. 2003-3 of the City of Chino (the “District”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of ________________ 1, 2025. The District anticipates that the Annual Report will be filed by __________.
Dated: ____________
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO By:
Authorized Signatory
1 4905-4893-1953/022141-0060
2 4905-4893-1953/022141-0060
A-2
4905-4893-1953/022141-0060
Stradling Yocca Carlson & Rauth
Draft dated October 9, 2025