HomeMy WebLinkAboutCRA-R-24-0067 Exhibit DEXHIBIT "D"
FORM OF CONTINUING DISCLOSURE AGREEMENT
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16829 Exhibit D
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of
, 2024, is executed and delivered by Southeast Overtown/Park West Community
Redevelopment Agency (the "Issuer") and Digital Assurance Certification, L.L.C., as exclusive
Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the
benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to
assist the Issuer in processing certain continuing disclosure with respect to the Bonds in accordance
with Rule 15c2-12 of the United States Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule").
The services provided under this Disclosure Agreement solely relate to the execution of
instructions received from the Issuer through use of the DAC system and do not constitute
"advice" within the meaning of the Dodd -Frank Wall Street Reform and Consumer Protection
Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on
the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial
product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to
the contrary. DAC is not a "Municipal Advisor" as such term is defined in Section 15B of the
Securities Exchange Act of 1934, as amended, and related rules.
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure
Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the
Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the
following meanings:
"Annual Filing Date" means the date, set in Sections 2(a) and 2(f) hereof, by which the
Annual Report is to be filed with the MSRB.
"Annual Financial Information" means annual financial information as such term is used
in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure
Agreement.
"Annual Report" means an Annual Report containing Annual Financial Information
described in and consistent with Section 3 of this Disclosure Agreement.
"Audited Financial Statements" means the annual financial statements of the Issuer for
the prior fiscal year, certified by an independent auditor as prepared in accordance with
generally accepted accounting principles or otherwise, as such term is used in paragraph
(b)(5)(i)(B) of the Rule and specified in Section 3(b) of this Disclosure Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9-digit CUSIP
numbers relating thereto.
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"Certification" means a written certification of compliance signed by the Disclosure
Representative stating that the Annual Report, Audited Financial Statements, Notice
Event notice, Failure to File Event notice, Voluntary Event Disclosure or Voluntary
Financial Disclosure delivered to the Disclosure Dissemination Agent is the Annual
Report, Audited Financial Statements, Notice Event notice, Failure to File Event notice,
Voluntary Event Disclosure or Voluntary Financial Disclosure required to be submitted
to the MSRB under this Disclosure Agreement. A Certification shall accompany each
such document submitted to the Disclosure Dissemination Agent by the Issuer and
include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which
the document applies.
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting
in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure
Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof.
"Disclosure Representative" means the Finance Officer of the Issuer or his or her designee,
or such other person as the Issuer shall designate in writing to the Disclosure
Dissemination Agent from time to time as the person responsible for providing
Information to the Disclosure Dissemination Agent.
"Failure to File Event" means the Issuer's failure to file an Annual Report on or before
the Annual Filing Date.
"Financial Obligation" as used in this Disclosure Agreement is defined in the Rule, as
may be amended, as (i) a debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as a 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.
"Force Majeure Event" means: (i) acts of God, war, or terrorist action; (ii) failure or shut-
down of the Electronic Municipal Market Access system maintained by the MSRB; or
(iii) to the extent beyond the Disclosure Dissemination Agent's reasonable control,
interruptions in telecommunications or utilities services, failure, malfunction or error of
any telecommunications, computer or other electrical, mechanical or technological
application, service or system, computer virus, interruptions in Internet service or
telephone service (including due to a virus, electrical delivery problem or similar
occurrence) that affect Internet users generally, or in the local area in which the
Disclosure Dissemination Agent or the MSRB is located, or acts of any government,
regulatory or any other competent authority the effect of which is to prohibit the
Disclosure Dissemination Agent from performance of its obligations under this
Disclosure Agreement.
"Holder" means any person (a) having 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) treated as
the owner of any Bonds for federal income tax purposes.
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"Information" means, collectively, the Annual Reports, the Audited Financial Statements,
the Notice Event notices, the Failure to File Event notices, the Voluntary Event
Disclosures and the Voluntary Financial Disclosures.
"MSRB" means the Municipal Securities Rulemaking Board, or any successor thereto,
established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934.
"Notice Event" means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule
and listed in Section 4(a) of this Disclosure Agreement.
"Obligated Person" means any person, including the Issuer, 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), as
shown on Exhibit A.
"Official Statement" means that Official Statement prepared by the Issuer in connection
with the Bonds, as listed in Exhibit A.
"Voluntary Event Disclosure" means information of the category specified in any of
subsections (e)(vi)(1) through (e)(vi)(10) of Section 2 of this Disclosure Agreement that
is accompanied by a Certification of the Disclosure Representative containing the
information prescribed by Section 7(a) of this Disclosure Agreement.
"Voluntary Financial Disclosure" means information of the category specified in any of
subsections (e)(vii)(1) through (e)(vii)(9) of Section 2 of this Disclosure Agreement that
is accompanied by a Certification of the Disclosure Representative containing the
information prescribed by Section 7(b) of this Disclosure Agreement.
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and
Certification to the Disclosure Dissemination Agent not later than the Annual Filing Date.
Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the
Disclosure Dissemination Agent shall provide an Annual Report to the MSRB not later than the
January 31 following the end of each fiscal year of the Issuer, commencing with the fiscal year
ending September 30, 2024. Such date and each anniversary thereof is the Annual Filing Date. The
Annual Report may be submitted as a single document or as separate documents comprising a
package, and may cross-reference other information as provided in Section 3 of this Disclosure
Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure
Dissemination Agent has not received a copy of the Annual Report and Certification, the
Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in
writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual
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Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and
the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii)
instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the
Annual Report within the time required under this Disclosure Agreement, state the date by which
the Annual Report for such year will be provided and instruct the Disclosure Dissemination
Agent to immediately send a Failure to File Event notice to the MSRB in substantially the form
attached as Exhibit B, which may be accompanied by a cover sheet completed by the Disclosure
Dissemination Agent in the form set forth in Exhibit C-1.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and
Certification by 10:00 a.m. Eastern time on t h e Annual Filing Date (or, if such Annual Filing
Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the
Annual Report, a Failure to File Event shall have occurred and the Issuer irrevocably directs
the Disclosure Dissemination Agent to immediately send a Failure to File Event notice to the
MSRB in substantially the form attached as Exhibit B without reference to the anticipated filing
date for the Annual Report, which may be accompanied by a cover sheet completed by the
Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior
to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available,
provide at such time an electronic copy to the Disclosure Dissemination Agent, accompanied by
a Certification, for filing with the MSRB.
(e) The Disclosure Dissemination Agent shall:
(i) verify the filing specifications of the MSRB each year prior to the Annual
Filing Date;
(ii) upon receipt, promptly file each Annual Report received under Sections
2(a) and 2(b) hereof with the MSRB;
(iii) upon receipt, promptly file each Audited Financial Statement received
under Section 2(d) hereof with the MSRB;
(iv) upon receipt, promptly file the text of each Notice Event received under
Sections 4(a) and 4(b)(ii) hereof with the MSRB, identifying the Notice
Event as instructed by the Issuer pursuant to Section 4(a) or 4(b)(ii) hereof
(being any of the categories set forth below) when filing pursuant to
Section 4(c) of this Disclosure Agreement:
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;"
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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 of the Bonds, or other
material events affecting the tax status of the Bonds;
7. "Modifications to rights of securities holders, if material;"
8. Bond calls, if material, and tender offers;
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment of
the securities, if material;"
11. "Rating changes;"
12. "Bankruptcy, insolvency, receivership or similar event of the
obligated person;"
13. 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, if material;
14. "Appointment of a successor or additional trustee, or the change
of name of a trustee, if material;"
15. "Incurrence of a Financial Obligation of the obligated person, if
material, 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 affect security holders, if
material;" and
16. "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."
(v) upon receipt (or irrevocable direction pursuant to Section 2(c) of this
Disclosure Agreement, as applicable), promptly file a completed copy of
Exhibit B to this Disclosure Agreement with the MSRB, identifying the
filing as "Failure to provide annual financial information as required"
when filing pursuant to Section 2(b)(ii) or Section 2(c) of this Disclosure
Agreement;
(vi) upon receipt, promptly file the text of each Voluntary Event Disclosure
received under Section 7(a) hereof with the MSRB, identifying the
Voluntary Event Disclosure as instructed by the Issuer pursuant to Section
7(a) (being any of the categories set forth below) when filing pursuant to
Section 7(a) of this Disclosure Agreement:
1. "amendment to continuing disclosure undertaking;"
2. "change in obligated person;"
3. "notice to investors pursuant to bond documents;"
4. "certain communications from the Internal Revenue Service;" other
than those communications included in the Rule;
5. "secondary market purchases;"
6. "bid for auction rate or other securities;"
7. "capital or other financing plan;"
8. "litigation/enforcement action;"
9. "change of tender agent, remarketing agent, or other on -going
party;" and
10. "other event -based disclosures."
(vii) upon receipt, promptly file the text of each Voluntary Financial Disclosure
received under Section 7(b) hereof with the MSRB, identifying the
Voluntary Financial Disclosure as instructed by the Issuer pursuant to
Section 7(b) (being any of the categories set forth below) when filing
pursuant to Section 7(b) of this Disclosure Agreement:
1. "quarterly/monthly financial information;"
2. "change in fiscal year/timing of annual disclosure;"
3. "change in accounting standard;"
4. "interim/additional financial information/operating data;"
5. "budget;"
6. "investment/debt/financial policy;"
7. "information provided to rating agency, credit/liquidity provider or
other third party;"
8. "consultant reports;" and
9. "other financial/operating data."
(viii) provide the Issuer 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
Disclosure Dissemination Agent under this Disclosure Agreement.
(f) The Issuer 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 Disclosure
Dissemination Agent, Trustee (if any) and the MSRB, provided that the period between the
existing Annual Filing Date and new Annual Filing Date shall not exceed one year.
(g) Anything in this Disclosure Agreement to the contrary notwithstanding, any
Information received by the Disclosure Dissemination Agent before 10:00 a.m. Eastern time on any
business day that it is required to file with the MSRB pursuant to the terms of this Disclosure
Agreement and that is accompanied by a Certification and all other information required by the
terms of this Disclosure Agreement will be filed by the Disclosure Dissemination Agent with the
MSRB no later than 11:59 p.m. Eastern time on the same business day; provided, however, the
Disclosure Dissemination Agent shall have no liability for any delay in filing with the MSRB if
such delay is caused by a Force Majeure Event provided that the Disclosure Dissemination
Agent uses reasonable efforts to make any such filing as soon as possible.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information with respect to the
Issuer, including, to the extent not included in the Issuer's Audited Financial Statements, updates of
the following information provided in the Official Statement:
(i)
The chart entitled "Southeast Overtown-Park West Historical Tax Increment
Revenues" under the heading "DESCRIPTION OF PLEDGED REVENUES -
Pledged Revenues;" and
(ii) The chart entitled "Projected Agency Obligations" under the heading
"DESCRIPTION OF PLEDGED REVENUES - Pledged Revenues."
(b) Audited Financial Statements as described in the Official Statement will be included in
the Annual Report. If audited financial statements are not available, then unaudited financial statements,
prepared in accordance with Generally Accepted Accounting Principles as described in the Official
Statement will be included in the Annual Report. In such event, Audited Financial Statements (if
any) will be provided pursuant to Section 2(d).
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 Issuer is an
"obligated person" (as defined by the Rule), which have been previously filed with the Securities
and Exchange Commission or available on the MSRB Internet Website. If the document
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incorporated by reference is a final official statement, it must be available from the MSRB. The
Issuer will clearly identify each such document so incorporated by reference.
The Issuer will reserve the right to modify from time to time the specific type of
information provided or the format of the presentation of such information, to the extent
necessary or appropriate in the judgment of the Issuer; provided that the Issuer will agree that
any such modification will be done in a manner consistent with the Rule.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events with respect to the Bonds
constitutes 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 of the Bonds, or other material events affecting the
tax status of the Bonds;
7. Modifications to rights of Bond 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 Obligated
Person;
Note to subsection (a)(12) of this Section 4: For the purposes of the
event described in subsection (a)(12) of this Section 4, 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 U.S. 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
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Obligated Person, or if such jurisdiction has been assumed by leaving the
existing governing 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.
13. 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, if material;
14. Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
15. Incurrence of a Financial Obligation of an Obligated Person, if material, or
agreement to covenants, events of default, remedies, priority rights, or
other similar terms of a Financial Obligation of an Obligated Person, any
of which affect security holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of an
Obligated Person, any of which reflect financial difficulties.
The Issuer shall, in a timely manner not later than nine (9) business days after its
occurrence, notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice
Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence
pursuant to subsection (c) and shall be accompanied by a Certification. Such notice or
Certification shall identify the Notice Event that has occurred (which shall be any of the
categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the
disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the
Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer
desires for the Disclosure Dissemination Agent to disseminate the information (provided that
such date is not later than the tenth business day after the occurrence of the Notice Event).
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or
the Disclosure Representative of an event that may constitute a Notice Event. In the event the
Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure
Representative will within two business days of receipt of such notice (but in any event not later
than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that
a Notice Event has occurred), instruct the Disclosure Dissemination Agent that either (i) a Notice
Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the
Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this
Section 4, together with a Certification. Such Certification shall identify the Notice Event that
has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure
Agreement), include the text of the disclosure that the Issuer desires to make, contain the written
authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such
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information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to
disseminate the information (provided that such date is not later than the tenth business day after
the occurrence of the Notice Event).
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event,
the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with MSRB
in accordance with Section 2 (e)(iv) hereof. This notice may be filed with a cover sheet
completed by the Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
SECTION 5. CUSIP Numbers. The Issuer will provide the Dissemination Agent with
the CUSIP numbers for (i) new bonds at such time as they are issued or become subject to the
Rule and (ii) any Bonds to which new CUSIP numbers are assigned in substitution for the
CUSIP numbers previously assigned to such Bonds.
SECTION 6. Additional Disclosure Obligations. The Issuer 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, may apply to the
Issuer, and that the duties and responsibilities of the Disclosure Dissemination Agent under this
Disclosure Agreement do not extend to providing legal advice regarding such laws. The Issuer
acknowledges and understands that the duties of the Disclosure Dissemination Agent relate
exclusively to execution of the mechanical tasks of disseminating information as described in
this Disclosure Agreement.
SECTION 7. Voluntary Filing.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary
Event Disclosure with the MSRB from time to time pursuant to a Certification of the Disclosure
Representative. Such Certification shall identify the Voluntary Event Disclosure (which shall be
any of the categories set forth in Section 2(e)(vi) of this Disclosure Agreement), include the text
of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer
for the Disclosure Dissemination Agent to disseminate such information, and identify the date
the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. If the
Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in this Section
7(a) to file a Voluntary Event Disclosure, the Disclosure Dissemination Agent shall promptly file
such Voluntary Event Disclosure with the MSRB in accordance with Section 2(e)(vi) hereof.
This notice may be filed with a cover sheet completed by the Disclosure Dissemination Agent in
the form set forth in Exhibit C-2.
(b) The Issuer may instruct the Disclosure Dissemination Agent to file a Voluntary
Financial Disclosure with the MSRB from time to time pursuant to a Certification of the
Disclosure Representative. Such Certification shall identify the Voluntary Financial Disclosure
(which shall be any of the categories set forth in Section 2(e)(vii) of this Disclosure Agreement),
include the text of the disclosure that the Issuer desires to make, contain the written authorization
of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and
identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the
information. If the Disclosure Dissemination Agent has been instructed by the Issuer as
prescribed in this Section 7(b) hereof to file a Voluntary Financial Disclosure, the Disclosure
Dissemination Agent shall promptly file such Voluntary Financial Disclosure with the MSRB in
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accordance with Section 2(e)(vii) hereof. This notice may be filed with a cover sheet completed
by the Disclosure Dissemination Agent in the form set forth in Exhibit C-3.
(c) The parties hereto acknowledge that the Issuer is not obligated pursuant to the
terms of this Disclosure Agreement to file any Voluntary Event Disclosure pursuant to Section
7(a) hereof or any Voluntary Financial Disclosure pursuant to Section 7(b) hereof.
(d) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from
disseminating any other information through the Disclosure Dissemination Agent using the
means of dissemination set forth in this Disclosure Agreement or including any other
information in any Annual Report, Audited Financial Statements, Notice Event notice, Failure to
File Event notice, Voluntary Event Disclosure or Voluntary Financial Disclosure, in addition to
that required by this Disclosure Agreement. If the Issuer chooses to include any information in
any Annual Report, Audited Financial Statements, Notice Event notice, Failure to File Event
notice, Voluntary Event Disclosure or Voluntary Financial Disclosure in addition to that which is
specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this
Disclosure Agreement to update such information or include it in any future Annual Report,
Audited Financial Statements, Notice Event notice, Failure to File Event notice, Voluntary Event
Disclosure or Voluntary Financial Disclosure.
SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and
the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with
respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the
Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon
delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of
counsel expert in federal securities laws to the effect that continuing disclosure is no longer required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital
Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this
Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure
Dissemination Agent, replace or appoint a successor Disclosure Dissemination Agent. Upon
termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the
Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or,
alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this
Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any
replacement or appointment of a successor, the Issuer shall remain liable to the Disclosure
Dissemination Agent until payment in full for any and all sums owed and payable to the
Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by
providing thirty days' prior written notice to the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the
Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the
Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by
action in mandamus or for specific performance, to compel performance of the parties' obligation
under this Disclosure Agreement. Any failure by a party to perform in accordance with this
Disclosure Agreement shall not constitute a default on the Bonds or under any other document
relating to the Bonds, and all rights and remedies shall be limited to those expressly stated
herein.
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SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's
obligation to deliver the information at the times and with the contents described herein shall be
limited to the extent the Issuer has provided such information to the Disclosure Dissemination
Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms
hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify
any Information or any other information, disclosures or notices provided to it by the Issuer and
shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the
Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for
the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to
determine, or liability for failing to determine, whether the Issuer has complied with this
Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon
Certifications of the Issuer at all times.
The obligations of the Issuer under this Section shall survive resignation or removal of the
Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal
counsel (either in-house or external) of its own choosing in the event of any disagreement or
controversy, or question or doubt as to the construction of any of the provisions hereof or its
respective duties hereunder, and shall not incur any liability and shall be fully protected in acting
in good faith upon the advice of such legal counsel. The reasonable fees and expenses of such
counsel shall be payable by the Issuer.
(c) All documents, reports, notices, statements, information and other materials
provided to the MSRB under this Agreement shall be provided in an electronic format and
accompanied by identifying information as prescribed by the MSRB.
SECTION 12. Amendment Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this
Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws
acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and 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; provided neither the Issuer or the Disclosure Dissemination
Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have
the right to adopt amendments to this Disclosure Agreement necessary to comply with
modifications to and interpretations of the provisions of the Rule as announced by the Securities
and Exchange Commission from time to time by giving not less than 20 days written notice of
the intent to do so together with a copy of the proposed amendment to the Issuer. No such
12
amendment shall become effective if the Issuer shall, within 10 days following the giving of such
notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such
amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Trustee, if any, for the Bonds, the Disclosure Dissemination Agent, the
underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any
other person or entity.
SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Florida (other than with respect to conflicts of laws).
SECTION 15. 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.
[Remainder of page intentionally left blank.]
13
The Disclosure Dissemination Agent and the Issuer have caused this Continuing
Disclosure Agreement to be executed, on the date first written above, by their respective officers
duly authorized.
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Disclosure Dissemination Agent
By:
Name:
Title:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, as
Issuer
By:
Name:
Title:
14
EXHIBIT A
NAME AND CUSIP NUMBERS OF BONDS
Name of Issuer: Southeast Overtown/Park West
Community Redevelopment Agency
Obligated Person(s):
Name of Bond Issue:
Tax Increment Revenue Bonds, Series
2024A and Tax Increment Revenue
Refunding Bonds, Series 2024B
Date of Issuance: , 2024
Date of Official Statement , 2024
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
CUSIP Number: CUSIP Number:
A-1
EXHIBIT B
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Issuer: Southeast Overtown/Park West
Community Redevelopment Agency
Obligated Person:
Name(s) of Bond Issue(s): Tax Increment Revenue Bonds, Series
2024A and Tax Increment Revenue
Refunding Bonds, Series 2024B
Date(s) of Issuance: , 2024
Date(s) of Disclosure , 2024
Agreement:
CUSIP Number:
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Disclosure Agreement between the Issuer
and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. [The Issuer has
notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be
filed by ].
Dated:
Digital Assurance Certification, L.L.C., as
Disclosure Dissemination Agent, on behalf of the
Issuer
cc: Southeast Overtown/Park West Community Redevelopment Agency
B-1
EXHIBIT C-1
EVENT NOTICE COVER SHEET
This cover sheet and accompanying "event notice" may be sent to the MSRB, pursuant to Securities and Exchange
Commission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this event notice relates:
Number of pages attached:
Description of Notice Events (Check One):
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, IRS notices or events affecting the tax status of the security;"
7. "Modifications to rights of securities holders, if material;"
8. "Bond calls, if material;" Tender offers;
9. "Defeasances;"
10. "Release, substitution, or sale of property securing repayment of the securities, if material;"
11. "Rating changes;"
12. `Bankruptcy, insolvency, receivership or similar event of the obligated person;"
13. "Merger, consolidation, or acquisition of the obligated person, if material;"
14. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material;"
15. "Incurrence of a Financial Obligation of the obligated person, if material, 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 affect security holders, if material;" and
16. "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."
Failure to provide annual financial information as required.
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street, Suite 300
Orlando, FL 32801
407-515-1100
C-1
EXHIBIT C-2
VOLUNTARY EVENT DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary event disclosure" may be sent to the MSRB, pursuant to the
Continuing Disclosure Agreement dated as of , 2024 between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Voluntary Event Disclosure (Check One):
1. "amendment to continuing disclosure undertaking;"
2. "change in obligated person;"
3. "notice to investors pursuant to bond documents;"
4. "certain communications from the Internal Revenue Service;"
5. "secondary market purchases;"
6. "bid for auction rate or other securities;"
7. "capital or other fmancing plan;"
8. " litigationlenforcement action;"
9. "change of tender agent, remarketing agent, or other on -going party; and"
10. "other event -based disclosures."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-2
EXHIBIT C-3
VOLUNTARY FINANCIAL DISCLOSURE COVER SHEET
This cover sheet and accompanying "voluntary financial disclosure" may be sent to the MSRB, pursuant to the
Continuing Disclosure Agreement dated as of , 2024 between the Issuer and DAC.
Issuer's and/or Other Obligated Person's Name:
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this notice relates:
Number of pages attached:
Description of Voluntary Financial Disclosure (Check One):
1. "quarterly/monthly fmancial information;"
2. "change in fiscal year/timing of annual disclosure;"
3. "change in accounting standard;"
4. "interim/additional fmancial information/operating data;"
5. "budget;"
6. "investment/debt/financial policy;"
7. "information provided to rating agency, credit/liquidity provider or other third party;"
8. "consultant reports;" and
9. "other financial/operating data."
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: Title:
Date:
Digital Assurance Certification, L.L.C.
315 E. Robinson Street
Suite 300
Orlando, FL 32801
407-515-1100
C-3