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HomeMy WebLinkAboutCRA-R-14-0051 Exhibit FCONTINUING DISCLOSURE AGREEMENT by and between SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY and DIGITAL ASSURANCE CERTIFICATION, L.L.C. relating to: $[Par Amount] SOUTHEAST OVERTOWN[PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS, SERIES 20I4A Dated [Closing Date] This CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement") dated [Closing Date], is executed and delivered by. the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, (the "Agency") and DIGITAL ASSURANCE CERTIFICATION, L.L.C. and any successor dissemination agent serving hereunder pursuant to Section 12 hereof (the "Dissemination Agent" or "DAC"). RECITALS: A. Contemporaneously 'with the execution and delivery of this Disclosure Agreement, the Agency authorized the issuance and delivery of those certain $[Par Amount] in original aggregate principal amount of its Tax Increment Revenue Bonds, Series 2014A (the "Bonds"), pursuant to the Constitution and laws of the State of Florida, including particularly the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), Resolution No. CRA-R-12-0061, adopted by the Board of Commissioners of the Agency ("Agency Board") on September 17, 2012, as amended and supplemented by Resolution No. CRA-R-13-0025 adopted by the Agency Board on March 25, 2013, Resolution No. CRA-R-13-0039 adopted by the Agency Board on June 24, 2013, and as supplemented by Resolution No. CRA-R-14- adopted by the Agency Board on 2014 (collectively, the "Resolution") Resolution. B. The Agency will issue the Bonds for the purpose of, together with any other available moneys, (i) financing certain grants to be used for the Redevelopment Projects; and (ii) paying certain costs of issuance of the Bonds. C. The Agency has authorized the preparation and distribution of the Preliminary Limited Offering Memorandum dated [PLOM Date] with respect to the Bonds (the "Preliminary Limited Offering Memorandum") and, on or before the date of the Preliminary Limited Offering Memorandum, the Agency deemed that the Preliminary Limited Offering Memorandum was final within the meaning of the Rule (as defined herein). D. Upon the initial sale of the Bonds to the Participating Underwriter (as defined herein), the Agency authorized the preparation and distribution of the Limited Offering Memorandum dated [LOM Date] with respect to the Bonds (the "Limited Offering Memorandum"). E. As a condition precedent to the initial purchase of the Bonds by the Participating Underwriter in accordance with the Bond Purchase Agreement dated [LOM Date] by and between the Participating Underwriter and the Agency, and in compliance with the Participating Underwriter's obligations under the Rule, the Agency has agreed to undertake certain disclosure obligations of certain operating data or financial information on an ongoing basis for so long as the Bonds remain outstanding as set forth herein and in the continuing disclosure undertakings of the Agency. NOW THEREFORE, in consideration of the purchase of the Bonds by the Participating Underwriter and the mutual promises and agreements made herein, the receipt and sufficiency of which consideration is hereby mutually acknowledged, the Agency and the Dissemination Agent do hereby certify and agree as follows: Section I. Incorporation of Recitals. The above recitals are true and correct and are incorporated into and made a part hereof. Section 2. Definitions. (a) For the purposes of this Disclosure Agreement, all capitalized terms used, but not otherwise defined herein shall have the meanings ascribed thereto in the Resolution and the Limited Offering Memorandum, as applicable. (b) In addition to the terms defined elsewhere herein, the following terms shall have the following meanings for the purposes of this Disclosure Agreement: "Actual Knowledge" as used herein, and for the purposes hereof, a party shall be deemed to have "actual knowledge" of the occurrence of any event only if and to the extent the individual or individuals employed by such party and directly responsible for the administration of this Disclosure Agreement on behalf of such party have actual knowledge of or receive written notice of the occurrence of such event. "Annual Filing" means any annual report provided by the Agency, pursuant to and as described in Sections 4 and 6 hereof. "Annual Filing Date" means the date, set forth in Sections 4(a) and 4(e) hereof, by which the Annual Filing is to be filed with the MSRB. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 6(a) hereof. "Beneficial Owner" means any beneficial owner of the Bonds. Beneficial ownership is to be determined consistent with the definition thereof contained in Rule 13d-3 of the SEC, or, in the event such provisions do not adequately address the situation at hand (in the opinion of nationally recognized bond counsel), beneficial ownership is to be determined based upon ownership for federal income tax purposes, "Agency Audited Financial Statements" means the financial statements (if any) of the Agency for the prior Fiscal Year, certified by an independent auditor and prepared in accordance with generally accepted auditing standards and Government Auditing Principles issued by the Comptroller General of the United States. "Disclosure Representative" means the Finance Officer of the Agency or his or her designee, or such other person as the Agency shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing Information to the Dissemination Agent. "EMMA" shall mean the MSRB's Electronic Municipal Market Access System or any successor thereto. "Filing" means, as applicable, any Annual Filing or Notice Event Filing or any other notice or report made public under this Disclosure Agreement. 2 "Fiscal Year" means the fiscal year of the Agency, which currently is the twelve month period beginning October 1 and ending on September 30 of the following year or any such other twelve month period designated by the Agency, from time to time, to be its fiscal year. "Information" means the Annual Financial Information, Agency Audited Financial Statements, the Notice Event Filings, and the Voluntary Reports. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended. "Notice Event" shall have the meaning specified in Section 5(a) hereof. "Notice Event Filing" shall have the meaning specified in Section 5(a) hereof. "Obligated Person" means the Agency and any person who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities). The Agency confirms that currently it is an Obligated Person with respect to the Bonds. "Participating Underwriter" means, collectively, the original purchasers of the Bonds required to comply with the Rule in connection with the offering of the Bonds. "Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the only Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal at http://emrna.msrb.org. "Rule" means Rule 15c2-12 of the SEC promulgated pursuant to the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" means the United States Securities and Exchange Commission. "Third -Party Beneficiary" shall have the meaning specified in Section 3(b) hereof. "Voluntary Report" means the information provided to the Dissemination Agent by the Agency pursuant to Section 8 hereof. Section 3. Scope of this Disclosure Agreement. (a) The Agency has agreed to enter into this Disclosure Agreement, undertake the disclosure obligations hereunder and retain the Dissemination Agent to perform the disclosure dissemination tasks set forth herein on its behalf, all at the request of the Participating Underwriter and as a condition precedent to the Participating Underwriter's original purchase of the Bonds in order to assist the Participating Underwriter with compliance with the Rule. The disclosure obligations of the Agency under this Disclosure Agreement relate solely to the Bonds. 3 Such disclosure obligations are not applicable to any other securities issued or to be issued by the Agency, nor to any other securities issued by or on behalf of the Agency, (b) Neither this Disclosure Agreement, nor the performance by the Agency or the Dissemination Agent of their respective obligations hereunder, shall create any third -party beneficiary rights, shall be directly enforceable by any third -party, or shall constitute a basis for a claim by any person except as expressly provided herein and except as required by law, including, without limitation, the Rule; provided, however, the Participating Underwriter and each Beneficial Owner are hereby made third -party beneficiaries hereof (collectively, and each respectively, a "Third -Party Beneficiary") and shall have the right to enforce the obligations of the parties hereunder pursuant to Section 9 hereof. (c) This Disclosure Agreement shall terminate upon: (i) the defeasance, redemption or payment in full of all Bonds, in accordance with the Resolution, as amended, or (ii) the delivery by the Disclosure Representative to the Dissemination Agent of an opinion of counsel expert in federal securities laws retained by the Agency to the effect that continuing disclosure is no longer required under the Rule as to the Bonds. Section 4. Annual Filings. (a) The Agency shall provide, annually, an electronic copy of the Annual Filing to the Dissemination Agent not later than two (2) business days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Filing, the Dissemination Agent shall provide the Annual Filing to the Repository, in an electronic format as prescribed by the Repository, not later than January 311, commencing with the Fiscal Year ended September 30, 2014. Such date and each anniversary thereof is the Annual Filing Date. The Annual Filing may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 6 hereof. (b) If on the second (2nd) business day prior to the Annual Filing Date, the Dissemination Agent has not received a copy of the Annual Filing, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e- mail) to remind the Agency of its undertaking to provide the Annual Filing pursuant to Section 4(a) hereof. Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Filing no later than 4:00 P.M. on the Annual Filing Date, or (ii) instruct the Dissemination Agent in writing that the Agency will not be able to file the Annual Filing within the time required under this Disclosure Agreement, and state the date by which the Annual Filing for such year is expected to be provided. If the Dissemination Agent has not received the Annual Filing by 12 noon on the first Business Day following the Annual Filing Date, the Agency irrevocably directs the Dissemination Agent to immediately send a notice thereof to the Repository. (c) If the Agency Audited Financial Statements are not available prior to the Annual Filing Date, the Agency shall, when the Agency Audited Financial Statements are available, provide in a timely manner an electronic copy to the Dissemination Agent, accompanied by a certificate for filing with the Repository. 4 (d) The Dissemination Agent shall: (i) upon receipt, promptly file each Annual Filing received under Section 4(a) hereof with the Repository; (ii) upon receipt, promptly file each Agency Audited Financial Statement received under Section 4(c) hereof with the Repository; (iii) upon receipt, promptly file the text of each disclosure to be made with the Repository together with a completed copy of the MSRB Event Notice Cover Sheet in the form attached as Exhibit "B" or otherwise acceptable to the MSRB, describing the event by checking the box in said form when filing pursuant to the pertinent sections of this Disclosure Agreement; and (iv) provide the Agency evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Dissemination Agent under this Disclosure Agreement. (e) The Agency may adjust the Annual Filing Date upon change of its Fiscal Year by providing written notice of such change and the new Annual Filing Date to the Dissemination Agent and the Repository, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. (t) Each Annual Filing shall contain the information set forth in Section 6 hereof. Section 5. Reporting of Notice Events. (a) To the extent applicable, the occurrence of any of the following events with respect to the Bonds, shall constitute a Notice Event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status oldie Bonds, or other material events affecting the tax-exempt status of the Bonds; 5 (7) Modifications to rights of holders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the Agency as described in the Notes to Paragraph (b)(5)(i)(C)(12) of the Rule; (13) The consummation of a merger, consolidation, or acquisition involving the Agency or the sale of all or substantially all of the assets of the Agency, 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, if material; or (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. The Agency shall promptly notify the Dissemination Agent in writing upon having actual knowledge of the occurrence of a Notice Event (and, in all cases in sufficient time for the Dissemination Agent to file a notice of any such Notice Event not later than ten business days after the occurrence thereof as required under Section 5(c) below); provided, however, to the extent any such Notice Event has been previously and properly disclosed by or on behalf of the Agency, the Agency shall not be required to provide such additional notice of such Notice Event in accordance with this subsection. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to Section 5(c) hereof. Such notice shall be accompanied with the text of the disclosure that the Agency desires to make (each a "Notice Event Filing"), the written authorization of the Agency for the Dissemination Agent to disseminate such information, and the date the Agency desires for the Dissemination Agent to disseminate the information. (b) The Dissemination Agent is under no obligation to notify the Agency or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will, within five business days of receipt of such notice, instruct the Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made, or (ii) a Notice Event has occurred and the Dissemination Agent is to report the occurrence pursuant to Section 5(c) hereof, together with the text of the disclosure that the Agency desires to make, the written authorization of the Agency for the Dissemination Agent to disseminate such information, and the date the Agency desires for the Dissemination Agent to disseminate the information. 6 (c) If the Dissemination Agent has been instructed by the Agency as prescribed in subsection (a) or (b)(ii) of this Section 5 to report the occurrence of a Notice Event, the Dissemination Agent shall promptly file a notice of such occurrence with the Repository in an electronic format as prescribed by the Repository and in a timely manner not in excess of ten business days after the occurrence of the Notice Event. Section 6. Content of Annual Filings. Each Annual Filing shall contain the following: (a) Operating data or financial information, consisting of, to the extent not included in the Agency's Annual Financial Statements, updates of the following information contained in the Limited Offering Memorandum: (i) The chart entitled "Historical Tax Increment Revenues" under the heading "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues;" and (ii) The chart entitled "Future Agency Obligations" under the heading "DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues." (b) If available at the time of such filing, the Agency Audited Financial Statements for the prior Fiscal Year. If the Agency Audited Financial Statements are not available by the time the Annual Filing is required to be filed pursuant to Section 4(a) hereof, the Annual Filing shall contain unaudited basic financial statements of the Department prepared in accordance with generally accepted accounting principles, as in effect from time to time, and the Agency Audited Financial Statements shall be filed in the same manner as the Annual Filing when they become available. The Agency Audited Financial Statements (if any) will be provided pursuant to Section 4(c) hereof. Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Agency is an Obligated Person, which have been previously filed with the Repository or the SEC. If the document incorporated by reference is a final limited offering memorandum, it must be available from the Repository. The Agency will clearly identify each such document so incorporated by reference. Section 7. Responsibility for Content of Reports and Notices. (a) The Agency shall be solely responsible for the content of each Filing (or any portion thereof) provided to the Dissemination Agent pursuant to this Disclosure Agreement. The Dissemination Agent shall not be responsible for reviewing or verifying the accuracy or completeness of any such Filings. (b) Each Filing distributed by the Dissemination Agent pursuant to Section 4 or 5 hereof shall be in a form suitable for distributing publicly and shall contain the CUSIP numbers of the Bonds and shall be in substantially the form set forth in Exhibit "A" and Exhibit "B" attached hereto, as applicable. If an item of information contained in any Filing pursuant to this Disclosure Agreement would be misleading without additional information, the Agency shall 7 include such additional information as a part of such Filing as may be necessary in order that the Filing will not be misleading in light of the circumstances in which made. (c) Any report, notice or other filing to be made public pursuant to this Disclosure Agreement may consist of a single document or separate documents comprising a package and may incorporate by reference other clearly identified documents or specified portions thereof previously filed with the Repository or the SEC, provided that any final limited offering memorandum incorporated by reference must be available from the Repository. (d) Notwithstanding any provision herein to the contrary, nothing in this Disclosure Agreement shall be construed to require the Agency or the Dissemination Agent to interpret or provide an opinion concerning information made public pursuant to this Disclosure Agreement. (e) Notwithstanding any provision herein to the contrary, the Agency shall not make public, or direct the Dissemination Agent to make public, information which is not permitted to be publicly disclosed under any applicable data confidentiality or privacy law or other legal requirement. Section 8. Voluntary Reports. (a) The Agency may instruct the Dissemination Agent to file information with the Repository, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Agency from disseminating any other information through the Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Filing, Annual Financial Statement, Voluntary Report or Notice Event Filing, in addition to that required by this Disclosure Agreement. If the Agency chooses to include any information in any Annual Filing, Annual Financial Statement, Voluntary Report or Notice Event Filing in addition to that which is specifically required by this Disclosure Agreement, the Agency shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Filing, Annual Financial Statement, Voluntary Report or Notice Event Filing. (c) Notwithstanding the foregoing provisions of this Section 8, the Agency is under no obligation to provide any Voluntary Report. Section 9. Defaults; Remedies. (a) A party shall be in default of its obligations hereunder if it fails or refuses to carry out or perform its obligations hereunder for a period of five business days following notice of default given in writing to such party by any other party hereto or by any Third Party Beneficiary hereof, unless such default is cured within such five business day notice period. An extension of such five business day cure period may be granted for good cause (in the reasonable judgment of the party granting the extension) by written notice from the party who gave the default notice. (b) If a default occurs and continues beyond the cure period specified above, any nondefaulting party or any Third -Party Beneficiary may seek specific performance of the 8 defaulting party's obligations hereunder as the sole and exclusive remedy available upon any such default, excepting, however, that the party seeking such specific performance may recover from the defaulting party any reasonable attorneys' fees and expenses, incurred in the course of enforcing this Disclosure Agreement as a consequence of such default. Each of the parties hereby acknowledges that monetary damages will not be an adequate remedy at law for any default hereunder, and therefore agrees that the exclusive remedy of specific performance shall be available in proceedings to enforce this Disclosure Agreement. (c) Notwithstanding any provision of this Disclosure Agreement or the Resolution to the contrary, no default under this Disclosure Agreement shall constitute a default or event of default under the Resolution. Section 10. Amendment or Modification. (a) This Disclosure Agreement shall not be amended or modified except as provided in this Section. No modification, amendment, alteration or termination of all or any part of this Disclosure Agreement shall be construed to be, or operate as, altering or amending in any way the provisions of the Resolution. (b) Notwithstanding any other provision of this Disclosure Agreement, the Agency may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if: (i) such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the obligor on the Bonds, or type of business conducted by such obligor; (ii) such amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined either by an unqualified opinion of counsel expert in federal securities laws retained by the Agency or by the approving vote of the beneficial owners of the Bonds owning more than two-thirds in aggregate principal amount of the Bonds outstanding at the time of such amendment or waiver; and (iii) such amendment or waiver is supported by an opinion of counsel expert in federal securities laws retained by the Agency, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule, as well as any change in circumstances. (c) , If any provision of Section 6 hereof is amended or waived, the first Annual Filing containing any amended, or omitting any waived, operating data or financial information shall explain, in narrative form, the reasons for the amendment or waiver and the impact of the change in the type of operating data or financial information being provided. (d) If the provisions of this Disclosure Agreement specifying the accounting principles to be followed in preparing the Agency's financial statements are amended or waived, the Annual Filing 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 9 to provide information to the beneficial owners of the Bonds to enable them to evaluate the ability of the Agency to meet its obligations. To the extent reasonably feasible, the comparison shall also be quantitative. The Agency will file a notice of the change in the accounting principles with the Repository on or before the effective date of any such amendment or waiver. (e) Notwithstanding the foregoing, the Dissemination Agent shall not be obligated to agree to any amendment expanding its duties or obligations hereunder without its consent thereto. (f) The Agency shall prepare or cause to be prepared a notice of any such amendment or modification and shall direct the Dissemination Agent to make such notice public in accordance with Section 8 hereof. Section 11. Reimbursement of Dissemination Agent's Expenses. The Dissemination Agent shall be reimbursed by the Agency for all out-of-pocket expenses incurred by it in performance of its duties under this Disclosure Agreement, payable promptly upon written request. The Dissemination Agent shall have the right to resign and terminate its agency relationship and all of its obligations under this Disclosure Agreement upon non-payment of its expenses by written notice to the Agency. Section 12. Agency Relationship. (a) The Dissemination Agent agrees to perform such duties, but only such duties, as are specifically set forth in this Disclosure Agreement, and no implied duties or obligations of any kind shall be read into this Disclosure Agreement with respect to the Dissemination Agent. The Dissemination Agent may conclusively rely, as to the truth, accuracy and completeness of the statements set forth therein, upon all notices, reports, certificates or other materials furnished to the Dissemination Agent pursuant to this Disclosure Agreement, and in the case of notices and reports required to be furnished to the Dissemination Agent pursuant to this Disclosure Agreement, the Dissemination Agent shall have no duty whatsoever to examine the same to determine whether they conform to the requirements of this Disclosure Agreement. (b) The Dissemination Agent shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Dissemination Agent unless it shall be proven that the Dissemination Agent engaged in negligent conduct or willful misconduct in ascertaining the pertinent facts related thereto. (c) The Dissemination Agent shall perform its rights and duties under this Disclosure Agreement using the same standard of care as a prudent person would exercise under the circumstances, and the Dissemination Agent shall not be liable for any action taken or failure to act in good faith under this Disclosure Agreement unless it shall be proven that the Dissemination Agent was negligent or engaged in willful misconduct. (d) The Dissemination Agent may perform any of its duties hereunder by or through attorneys or agents selected by it with reasonable care, and shall be entitled to the advice of counsel concerning all matters arising hereunder, and may in all cases pay such reasonable compensation as it may deem proper to all such attorneys and agents, and the Dissemination 10 Agent shall not be responsible for the acts or negligence of such attorneys, agents or counsel if selected with reasonable care, (e) None of the provisions of this Disclosure Agreement or any notice or other document delivered in connection herewith shall require the Dissemination Agent to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of the Dissemination Agent's duties or rights under this Disclosure Agreement. (f) The Dissemination Agent shall not be required to monitor the compliance of the Agency with the provisions of this Disclosure Agreement or to exercise any remedy, institute a Stilt or take any action of any kind without indemnification satisfactory to the Dissemination Agent. (g) The Dissemination Agent may include in any dissemination correspondence enclosing or furnishing any Notice Event Filings made public by it under this Disclosure Agreement the following disclaimer with respect to the source of the information contained in, and the identity of the party responsible for compiling or preparing, such reports or notices: "The information set forth in the attached notice has been provided by the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") to Digital Assurance Certification, L.L.C. in its capacity as disclosure •dissemination agent (the " Dissemination Agent") for the Agency, together with written dissemination directions to the Dissemination Agent. The Dissemination Agent has not_prepared or verified, and is not responsible in any way for, the content of this notice or the accuracy, timeliness or completeness thereof. Under no circumstances shall the Dissemination .Agent or the Agency have any obligation or liability to any person or entity for (i) any loss, damage, cost, liability or expense in whole or in part caused by, resulting from, or relating to any error (negligent or otherwise) or other circumstances involved in processing, collecting, compiling or interpreting the data included in this notice, or (ii) for any direct, indirect, special, consequential, incidental or punitive damages whatsoever arising from any investment decision or otherwise. This notice has not been reviewed or approved by any state or federal regulatory body." (h) The Dissemination Agent may resign at any time by giving at least ninety (90) days prior written notice thereof to the Agency. The Dissemination Agent may be removed for good cause at any time by written notice to the Dissemination Agent from the Agency, provided that such removal shall not become effective until a successor dissemination agent has been appointed by the Agency under this Disclosure Agreement. (i) In the event the Dissemination Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Dissemination Agent for any reason, the Agency shall promptly appoint a successor. Notwithstanding any provision to the contrary in this Disclosure Agreement or elsewhere, the Agency may appoint itself to serve as Dissemination Agent hereunder. (j) Any company or other legal entity into which the Dissemination Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Dissemination Agent may be a party or any company to whom the Dissemination Agent may sell or transfer all or substantially all of its 11 agency business shall be the successor dissemination agent hereunder without the execution or filing of any paper or the performance of any further act and shall be authorized to perform all rights and duties imposed upon the Dissemination Agent by this Disclosure Agreement, anything herein to the contrary notwithstanding, Section 13. Miscellaneous. (a) Each of the parties hereto represents and warrants to each other party that it has (i) duly authorized the execution and delivery of this Disclosure Agreement by the officers of such party whose signatures appear on the execution pages hereto, (ii) that it has all requisite power and authority to execute, deliver and perform this Disclosure Agreement under applicable law and any resolutions, ordinances, or other actions of such party now in effect, (iii) that the execution and delivery of this Disclosure Agreement, and performance of the terms hereof, does not and will not violate any law, regulation, ruling, decision, order, indenture, decree, agreement or instrument by which such party or its property or assets is bound, and (iv) such party is not aware of any litigation or proceeding pending, or, to the best of such party's knowledge, threatened, contesting or questioning its existence, or its power and authority to enter into this Disclosure Agreement, or its due authorization, execution and delivery of this Disclosure Agreement, or otherwise contesting or questioning the issuance of the Bonds. (b) This Disclosure Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida and applicable federal law. (c) If any provision hereof shall be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall survive and continue in full force and effect. (d) This Disclosure Agreement may be executed in one or more counterparts, each and all of which shall constitute one and the same instrument. Section 14. Identifying Information. All documents provided to the Repository pursuant to this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB. Section 15. Severability. In case any part of this Disclosure Agreement is held to be illegal or invalid, such illegality or invalidity shall not affect the remainder or any other section of this Disclosure Agreement. This Disclosure Agreement shall be construed or enforced as if such illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any application of this Disclosure Agreement affect any legal and valid application. [SIGNATURE PAGES TO FOLLOW] 12 SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS, SERIES 2014A IN WITNESS WHEREOF, the Agency and the Dissemination Agent have each caused this Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Date: [SIGNATURES CONTINUED ON FOLLOWING PAGE] SIGNATURE PAGE TO CONTINUING DISCLOSURE AGREEMENT SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS, SERIES 2014A IN WITNESS WHEREOF, the Agency and the Dissemination Agent have each caused their duly authorized officers to execute this Continuing Disclosure Agreement to be effective as of the day and year so specified hereinabove. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent By: Name: Title: Date: EXHIBIT A NOTICE TO REPOSITORY OF THE OCCURRENCE OF [INSERT THE NOTICE EVENT] Relating to $[Par Amount] SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY WATER WASTEWATER REVENUE REFUNDING BONDS, SERIES 20I.4A Originally Issued on , 2014 [**CUSIP NUMBERS**)] Notice is hereby given by the Southeast Overtown/Park West Community Redevelopment Agency (the "Agency"), as obligated person with respect to the above -referenced Bonds issued by the Agency, under the Securities and Exchange Commission's Rule 15c2-12, that [**INSERT THE NOTICE EVENT**] has occurred. [**DESCRIBE NOTICE EVENT AND MATERIAL CIRCUMSTANCES RELATED THERETO**]. This Notice is based on the best information available to the Agency at the time of dissemination hereof and is not guaranteed by the Agency as to the accuracy or completeness of such information. The Agency will disseminate additional information concerning [**NOTICE EVENT**], as and when such information becomes available to the Agency, to the extent that the dissemination of such information would be consistent with the requirements of Rule 15c2- 12 and the Agency's obligation under that certain Continuing Disclosure Agreement dated as of [ ], 2014. [**Any questions regarding this notice should be directed in writing only to the Agency. However, the Agency will not provide additional information or answer questions concerning [**NOTICE EVENT**] except in future written notices, if any, disseminated by the Agency in the same manner and to the same recipients as this Notice**]. DISCLAIMER: All information contained in this Notice has been obtained by the Agency from sources believed to be reliable as of the date hereof. Due to the possibility of human or mechanical error as well as other factors, however, such information is not guaranteed as to the accuracy, timeliness or completeness. Under no circumstances .shall the Agency have any liability to any person or entity for (a) any loss, damage, cost, liability or expense in whole or in part caused by, resulting from or relating to this Notice, including, without limitation, any error (negligent or otherwise) or other circumstances involved in procuring, collecting, compiling, interpreting, analyzing, editing, transcribing, transmitting, communicating or delivering any information contained in this Notice, or (b) any direct, indirect, special, consequential or incidental damages whatsoever related thereto. A-1 Dated: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Name: Title: A-2 EXHIBIT B [CONTINUING DISCLOSURE] EVENT NOTICE COVER SHEET This cover sheet and continuing disclosure event notices should be sent, with all submissions made, to the Municipal Securities Rulemaking Board pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Agency's and/or Other Obligated Person's Name: Agency's Six -Digit CUS1P Number: or Nine -Digit CUS1P Number(s) of the certificates to which this material or other event notice relates: Number of pages of attached continuing disclosure or other event notice: Description of Continuing Disclosure Notice (Check One): 1. Principal and interest payment delinquencies 2. Non-payment related defaults 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. - Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinion, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax-exempt status of the Bonds 8. Modifications to rights of Bondholders 9. Bond calls and tender offers 10. Defeasances 11. Release, substitution, or sale of property securing repayment of the Bonds 12. Rating changes 13. — Bankruptcy, insolvency, receivership or similar event of the Agency 14. The consummation of a merger, consolidation, or acquisition involving the Agency, or the sale of all or substantially all of the assets of the Agency, 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 15. Appointment of a successor or additional trustee or the change of name of a trustee 16. Other event(specify) R_1 I hereby represent that I am authorized by the Agency or its agent to distribute this information publicly: Signature: Name: Title: Employer: Digital Assurance Certification, L.L.C. Address: City, State, Zip Code: Voice Telephone Number: MEMORANDUM TO: Clarence Woods, Neil Shiver, Miguel Valentin, Sergio Masvidal, Pedro Varona and Marissa Wortman FROM: Foley & Lardner LLP Law Offices of Richard Kuper, P.A. D. Seaton and Associates DATE: July 17, 2014 RE: Bonds Counsel Services and Disclosure Counsel Services in connection with the issuance by the Southeast Overtown/Park West Community Redevelopment Agency of its Tax Increment Revenue Bonds, Series 2014A Foley & Lardner LLP and the Law Offices of Richard Kuper, P.A., Associate Counsel (collectively "Bond Counsel"), are serving as Bond Counsel to the Southeast OvertownlPark West Community Redevelopment Agency (the "Agency"), and D. Seaton and Associates ("Disclosure Counsel") is serving as Disclosure Counsel to the Agency, in connection with the issuance of the Agency's proposed Tax Increment Revenue Bonds, Series 2014A (the `Bonds"). The proposed Bonds are currently scheduled to be issued next month, August 2014. We initially commenced work on the proposed financing as Bond Counsel and Disclosure Counsel in May 2011, over three years ago. At that time, it was anticipated by the Agency and the working group that the financing would consist of a tax increment revenue bond financing with projects typically financed by similar community redevelopment agencies and that the financing would take approximately three months to complete. However, the financing has been a very. complex transaction, involving a number of very significant and unusual legal, tax and disclosure issues which needed to be addressed and resolved, and has taken substantially longer to complete than originally anticipated. When we commenced work on the proposed financing in 2011, the working group anticipated that the financing would be a routine financing without unusual circumstances and, accordingly, the anticipated fees for Bond Counsel and Disclosure Counsel were based upon that: assumption. Such engagements contemplated that such fees would be adjusted if (a) material changes in the structure of the financing occurred, or (b) unusual unforeseen circumstances arose which required a significant increase in the amount of legal time or responsibilities of Bond Counsel or Disclosure Counsel. Several delays in completing the financing have been caused by material changes in the structure of the financing and unusual unforeseen circumstances that have arisen throughout the financing. These changes and circumstances have required a very significant increase in the amount of legal time required to be devoted to the financing and in the responsibilities of Bond Counsel and Disclosure Counsel. Clarence Woods, et. al. July 17, 2014 Page 2 These changes and circumstances have included the following: 1. Unusual State Law Issues. The proposed financing has presented a number of legal issues under the Florida Community Redevelopment Act and the Florida Constitution, which required extensive analysis in order to be resolved. 2. Changes to Projects to be Financed. Over the course of the financing, changes in the projects to be financed have occurred which have required a new legal and tax analysis with respect to each of the various modifications, changes to project descriptions, amendatory resolutions, new approvals by the City and County and related documentation. 3. Analysis of Development Agreements; Restrictive Covenants. The proposed financing has required extensive involvement from, and a significant increase in the amount of time to be devoted by, Bond Counsel in connection with the review and analysis for federal income tax purposes of the Agency's arrangements with the various developers under the various development agreements. For example, restrictive covenant agreements with developers have been required to avoid a frustration of the public purpose of providing affordable housing under state law, which Bond Counsel has prepared. The change of the structure of the transaction to require that bond -financed grants be made to 501(c)(3) organizations which vvill, in turn, loan the proceeds of the grants to the developers to be used for the public purpose of providing affordable housing has required a significant amount of additional time to be devoted to such documentation to avoid frustration of public purpose under state law. 4. Unusual Federal Tax Issues. Throughout the financing, extensive and unforeseen federal tax analysis of unusual issues regarding the use of Bond proceeds has been required. The utilization of the grant structure has been required to accomplish the financing. This structure is more complex than it may appear. No amounts may be actually or constructively paid to the Agency from the direct or indirect recipients of the grants or Bond proceeds, and no agreements may be entered into with any property owner which might make the tax increment revenues not qualify as "taxes of general application" under applicable federal income tax guidelines relating to tax-exempt bonds. Otherwise, the interest on the Bonds could become taxable retroactively to the date of issuance. When combined with the actual arrangements with developers under the respective development agreements, the grant structure for this particular financing has presented a number of unusual, unforeseen tax issues which required analysis and resolution and have required a very significant increase in the amount of Bond Counsel's legal time and responsibiliti es. 5. Substantial Delay in Completing the Financing. Although the financing was commenced on an expedited basis and it was anticipated by the working group that the financing would be completed within three months, the financing has taken more than three years to complete. During this time, there have been stops and starts for various reasons, ongoing discussions with the developers regarding the terms of the grants and the development agreements, and changes in project descriptions, which have all required a significant increase in the amount of our legal time required to be devoted to the financing. Clarence Woods, et. al. July 17, 2014 Page 3 In essence, this financing has consisted of 3'/2 separate transactions. As generally described below, the financing has included the initial commencement, diligence and analysis phase in 2011, the bank structure transaction in 2012, the pre -CAP issue transaction in 2013 and post -CAP issue transaction in 2014. It should be noted that with each time and new year that this financing has been restarted it has required Bond Counsel and Disclosure Counsel to update or rework documents and analysis. The transactions are generally described as follows: 2011 Commencement of proposed bond issue; initial due diligence regarding projects to be financed and related analysis of legal, constitutional, tax and disclosure issues; preparation of draft bond resolution. 2012 Changes to proposed projects to be financed; additional analysis of legal, constitutional, tax and disclosure issues due to structural and project changes; approval by City Commission of the issuance of the Bonds by the Agency; approval by County Commission 'of the issuance df the Bonds by the Agency; finalization of the bonki resolution; and 'adoption by the Agency of the bond resolution. 2013 Approval by the Agency of• development agreements with respect to affordable multifamily housing projects and grant agreements with respect to the rehabilitation of affordable cooperative housing projects; adoption by the Agency of a resolution amending the bond resolution to clarify how the proceeds of the bonds will be used and to make certain changes to the descriptions of the redevelopment projects; finalization of development agreements; preparation of restrictive covenant agreements relating to use of redevelopment projects for affordable housing in accordance with applicable restrictions; judicial validation of the Bonds by the Circuit Court for the Eleventh Judicial Circuit in and for Miami -Dade County, Florida; adoption by County Commission of a resolution approving amendments to the bond resolution to increase the not to exceed principal amount of the Bonds and to make certain changes to the descriptions of the redevelopment projects; adoption by the Agency of a resolution approving amendments to the bond resolution to increase the not to exceed principal amount of the Bonds and to make certain changes to the descriptions of the redevelopment projects; adoption by City Commission of a resolution approving amendments to the bond resolution to increase the not to exceed principal amount of the Bonds and to make certain changes the descriptions: of the redevelopment projects; analysis of several disclosure issues, including the SEC and IRS investigations; preparation of multiple drafts of preliminary limited offering memorandum; discovery through disclosure analysis of a potential issue with County's annual contributions to the redevelopment trust fund. after 2010; analyzing and outlining the issue for commencement of discussions with the County regarding same. 2014 Analysis of matters relating to the assertion by the County that the County's annual contributions to the redevelopment trust fund after 2010 are capped in an amount equal to the amount contributed by the County in 2010; preparation and finalization Clarence Woods, et, al. July 17, 2014 Page 4 of post -issuance compliance procedures of the Agency for tax -advantaged bonds; preparation of multiple drafts of preliminary limited offering memorandum and finalization of same; preparation and finalization of fiscal agent agreement; preparation and finalization of continuing disclosure agreement; preparation and finalization of supplemental resolution providing for the negotiated sale of the Bonds and the details thereof, and approving certain legal and disclosure documents to be delivered by the Agency in connection with the issuance of the Bonds, including bond purchase agreement, post -issuance compliance procedures of the Agency for tax -advantaged bonds, preliminary limited offering memorandum, fiscal agent agreement and continuing disclosure agreement. In light of the complexity of the financing arising out of (a) material changes in the structure of the financing, and (b) unusual unforeseen circumstances requiring a very significant increase in the amount of legal time and responsibilities of Bond Counsel and Disclosure Counsel in connection with the proposed issuance of the Bonds, we believe that the appropriate fee for Bond Counsel in connection with the issuance of the Bonds is $430,000, plus expenses, and that the appropriate fee for Disclosure Counsel in connection with the issuance of the Bonds is $301,000, plus expenses. Please let us know if you have any questions or concerns regarding any of the foregoing.