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HomeMy WebLinkAboutCRA-R-25-0076 Exhibit F-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT F FORM OF BOND PURCHASE AGREEMENT F-1 18635 Exhibit F-SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. BOND PURCHASE AGREEMENT relating to $[PAR A AMOUNT] Omni Redevelopment Issuer Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026A $[PAR B AMOUNT] Omni Redevelopment Issuer Community Redevelopment Agency [Taxable] Redevelopment Revenue Bonds, Series 2026B AILE DATE], 2026 Omni Redevelopment Issuer Community Redevelopment Miami, Florida Ladies and Gentlemen: The undersigned, [Morgan Stanley & Co :LC an «. or Morgan Stanley Bank N.A.], as purchaser (the "Purchaser"), hereby offers to enter into the following agreement (this "Agreement") with the Omni Redevelopment Issuer Co unity Redevelopment Agency (the "Issuer") which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Purchaser. This Offer is made subject to the Issuer's written acceptance hereof on or beforebefore 51 Q p.m. (Eastern Standard Time) on the date hereof (the "Execution Date"), and, if not so a meted, will be subject to withdrawal by the Purchaser upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall have the same meanings set forth in the Bond Resolution (as hereinafter defined). The Issuer and the Purchaser each acknowledges and agrees that (a) the purchase of the Bonds (as defined below) pursuant to this Agreement is an arm's-length commercial transaction between the Issuer and the Purchaser, (b) the Purchaser is and has been acting solely as a principal and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd -Frank Wall Street Reform and Consumer Protection Act)), agent or a fiduciary of the Issuer; (c) the Purchaser is not serving as an underwriter and has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the purchase of the Bonds or the process leading thereto (whether or not the Purchaser, or any affiliate of the Purchaser, has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. obligations expressly set forth in this Agreement; (d) the Issuer has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the issuance and sale of the Bonds; and (e) this Agreement expresses the entire relationship between the parties hereto. 1. Purpose and Terms of Financing. The Issuer proposes to issue $[PAR A AMOUNT] aggregate principal amount of Omni Redevelopment Issuer Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026A and $[PAR B AMOUNT] aggregate principal amount of Omni Redevelopment Issuer Community Redevelopment Agency Redevelopment Revenue Bonds, [Taxable] Series 2026B (collectively, the "Bonds") to finance costs of certain capital improvements within the Redevelopment Area (collectively, the "Project"), to fund the Reserve Account and to pay costs of issuing the Bonds. The Bonds shall be dated as of the Closing Date, as defined in Section 5 hereof, shall bear interest at such rates, shall be sold at such prices and yields and shall mature on such dates as set forth on Schedule I attached hereto. 2. Authorizing Acts. The Bonds shall be 'issued under the authority of the Community Redevelopment Act of 1969 (Part III of Chapter 163, Florida Statutes), County Ordinance No. 87-47 enacted on July 7, 1987, City Resolution No. 86-868 enacted on October 23, 1996, as amended, and -otheLapplicable provisions of law, and pursuant to Resolution No. 25-[ 1 adopted by „the' tsw, on [December 11], 2025 (the "Bond Resolution"). 3. Purchase and Sale of the Bonds. Subject to the terms and conditions set forth herein and in reliance upon the representations, warranties and agreements set forth herein, the Purchaser hereby agrees to, purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Purchaser, all, but not less than all, of the Bonds. The aggregate purchase price for the Series 2026A Bonds, hall be K. . 1 (equal to the principal amount of the Series 2026A Bonds lusilessl[net1 a [premium/discount] equal to $[ . 1 ("Series 2026A Purchase Price"). The aggregate purchase price for the Series 2026B Bonds shall be $1 . ] (equal to the principal amount of the Series 2026B Bonds ("Series 2026B Purchase Price" and together with the Series 2026A Purchase Price, the "Purchase Price"). The Issuer shall also pay the Purchaser a commitment fee of $[TOTAL COMMITMENT FEE] (the "Commitment Fee"), which will be netted from the Purchase Price as provided in Section 5 hereof. The payment for and delivery of the Bonds pursuant to Section 5 of this Agreement, along with the other actions contemplated to take place at the time of such payment and delivery, is referred to herein as the "Closing." The Purchaser is providing the Issuer with the information required by Section 218.385, Florida Statutes, as amended, in the form of Exhibit A hereto. 2 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 4. Representations, Warranties and Covenants of the Issuer. The Issuer hereby represents and warrants to and covenants with the Purchaser that: (a) The Issuer is, and at the Closing Date will be, duly organized and validly existing as a community redevelopment agency under the laws of the State of Florida (the "State") with the powers and authority set forth in the Act, including the power and authority to maintain the receipt of the Tax Increment Revenues, to acquire and construct the Project, to pledge the Pledged Revenues to secure the repayment of the Bonds and to sell and issue the Bonds for the purposes described herein. (b) The Issuer has, and at the Closing Date will have, full legal right, power and authority to: (i) enter into this Agreement, (ii) execute and deliver this Agreement, the Continuing Disclosure Agreement to be dated the Closing Date (the "Continuing Disclosure Agreement"), and the Tax Compliance Certificate of the Issuer to be dated the Closing Date (the "Tax Certificate"), (iii) adopt the Bond Resolution, (iv) issue, to sell and to deliver the Bonds to the Purchaser as provided below, (v) execute and deliver the Interlocal Cooperation Agreement, dated as of June 24, 1996, among the City of Miami (the "City"), Miami -Dade County Florida (the "County") and the Issuer, as may be amended from time to time (collealvely, the "Interlocal Agreement"), and (vi) carry out and to consummate the transactions contemplated by this Agreement, the Continuing Disclosure Agreement, the Tax Certificate, the CRA Instruments (as defined in subparagraph (f)) and the Bond Resolution. (c) The Issuer has complied with and will, as of the Closing Date, be in compliance in all respects with the Bond Resolution and the Interlocal Agreement, and the Bond Resolution and the Interlocal Agreement will not be amended or supplemented prior to the Closing without the consent of the Purchaser. (d) When delivered to, and paid for by, the Purchaser at the Closing Date in accordance with the provisions is Agreement, the Bonds will have been duly authorized, executed, authenticated, issued and delivered by the Issuer and will constitute valid and legal obligations of the Issuer payable by and secured by a lien upon and pledge of the Pledged Revenues. (e) By official action of the governing board of the Issuer (the "Board") taken prior to or concurrently with the acceptance and execution of this Agreement, the Issuer has duly adopted the Bond Resolution, has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations contained in the Bonds, this Agreement, the Tax Certificate, the Interlocal Agreement, the Continuing Disclosure Agreement and any other agreement or instrument to which the Issuer is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Agreement and the Bond Resolution. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (f) All of the ordinances and resolutions enacted or adopted, as the case may be, by the County and the City, relating to the creation of the Issuer, the establishment of the Redevelopment Area, the Redevelopment Plan and the Redevelopment Trust Fund and the funding thereof and the approval of the issuance by the Issuer of the Bonds (collectively, the "CRA Instruments") have been duly enacted or adopted, as the case may be, and are currently in full force and effect. (g) The audited financial statements of the Issuer for the fiscal year ended September 30, 202[4], present fairly the Issuer's financial condition as of the dates indicated and the Issuer has no reason to believe that such statements have not been prepared in accordance with Generally Accepted Government Auditing Standards consistently applied. Since September 30, 202[4], there have been no material adverse changes to the financial position or condition of the Issuer. [There is no indebtedness of the Issuer with a lien or pledge of the Pledged Revenues that is prior to or on parity with the lien or pledge under the Bond Resolution securing the Bonds] [INSERT PARITY DEBT ONCE CONFIRMED]. (h) The Issuer will undertake, pursuant to the Continuing Disclo,te Agreement, to provide certain annual financial information and notices of the occurrence of certain events. The Continuing Disclosure Agreement constitutes the Issuer's first continuing disclosure undertaking under the applicable securities laws. (i) This Agreement has been duly authorized, executed and delivered by the Issuer and constitutes a valid and legal obligation of the Issuer in accordance with its terms. (j) The issuance of the ,Bonds, the adoption of the Bond Resolution, the execution and delivery of this Agreement, the Continuing Disclosure Agreement, the Interlocal Agreement, the Tax Certificate and compliance by the Issuer with the provisions of such instruments, do not and will not conflict with or constitute to any material extent, a breach of or default under any agreement or other instrument to which the Issuer is a party or by which it is bound or any existing law, administrative regulation, judgment, decree, court order or consent decree to which the Issuer is subject. (k) To the best ofthe Issuer's knowledge, the Issuer is not now in default nor has the Issuer been in default at any time after December 31, 1975 as to the payment of principal or interest with respect to any bond, note, or other evidence of indebtedness or obligation issued or guaranteed by the Issuer; provided, however, no representation is made hereby with respect to any indebtedness issued by the Issuer where it acted solely as a conduit issuer. (1) No litigation is pending in any court or, to the Issuer's knowledge, threatened except as previously disclosed in writing to the Purchaser: (i) which in any way affects the existence or powers of the Issuer or the titles of any officers ofthe Issuer who are required to take any action under the Bond Resolution, this Agreement, the Tax Certificate, the 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Continuing Disclosure .Agreement„ or the :Interlocal. Agreement; (ii) seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the collection of the Tax Increment Revenues, or the pledge of Pledged. Revenues pledged or to be pledged to pay the principal. of and interest on the Bonds; (iii) in any way contesting or affecting the validity of the Bonds, the Bond :Resolution, the Intel -local Agreement, this Agreement, the Tax Certi.fi.cate, the Continuing Disclosure Agreement or the C:RA. :Instruments, or the Issuer's authority to carry out and to consummate the transactions contemplated by this Agreement, the Bond Resolution, the I.nterlocal .Agreement, the CR.A. instruments, the Tax Certificate or the Continuing Disclosure .Agreement; or (iv) in which a final adverse decision would materially adversely affect the financial condition or operations of the Issuer, or the collection of the Tax Increment Revenues. (1) No filing, registration, recording or publication of any of the :Bond Resolution or any other document or instrument nor any prior separation or physical delivery of the Pledged Revenues is required to establish the pledge provided for under the Bond Resolution or to perfect, protect or maintain the lien created thereby on the Pledged Revenues to secure the payment of principal of, premium if any, and interest on the Bonds. (m) The Issuer (i) is notthcsubject of an order of rehabilitation, liquidation or dissolution under the laws of the State or federal law, (ii) is not the subject of a case or other proceeding seeking liquidation, reorganization or similar relief under any bankruptcy, insolvency or other similar, State or federal law, (iii) has not made an assignment for the benefit of creditors, (iv) has not failed to generally pay its debts as they 'become due, (v) is not subject to a debt moratorium or debt restructuring or comparable restriction with respect to payment ofany debt, (vi) has not become insolvent or (vii) is not the subject of a writ of attachment, ex.ecution.,.., restraint or similar process against all or any substantial part of its assets, which results in the entry of an order for relief (n) The Issuer will apply, or cause `th be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Bond. Resolution and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal and State income tax purposes of the interest on the 'Series 2026A Bonds. The issuer certifies that a covenant to this effect has been incorporated into the Bond Resolution and the Tax Certificate. (o) Prior to theelosing, the Issuer will not take any action within or under its control that will cause any adverse change of a material nature in such financial position, .results of operations or condition, financial or otherwise, of the Issuer. (p) Any certificate, signed by any officer of the issuer authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the Issuer to the Purchaser as to the truth of the statements made therein. 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (q) The Issuer has not received any judicial or administrative notice that in any way questions the federal tax-exempt status of interest on the Series 2026A Bonds and has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. (r) Prior to the Closing Date, the Issuer shall have taken all actions necessary to be taken by it for: (i) the issuance and sale of the Bonds upon the terms set forth herein and in the Bond Resolution, and (ii) the execution and delivery by the Issuer of all such other instruments and the taking of all such other actions on the part of the Issuer as may be necessary or appropriate for the effectuation and constnumation of the transactions contemplated herein. Between the date of this Agreement and the Closing Date, the Issuer will take no action that will cause any warranty or representation contained in this Agreement to be untrue as of the Closing Date. (s) The Issuer will cooperate and take such actions as may be reasonably requested by the Purchaser to facilitate the timely consummation of the transactions contemplated by this Agreement, including without limitation, delivery on the Closing Date of the items described in Sec4on 6 hereof. 5. Delivery of the Bonds. At or prior to 1:00 P.M., Eastern Standard Time, on January [ 1, 2026, or at such time on such earlier or later date as shall be agreed upon (the "Closing Date"), the Issuer will deliver for the account of the Purchaser, through the facilities of The Depository Trust Company ("DTC"), the Bonds in definitive form (all such Bonds bearing proper CUSIP numbers), duly executed and authenticated, together with the other documents herein mentioned; and the Purchaser will accept such delivery and pay at such location- fp may be agreed upon by the Issuer and the Purchaser the Purchase Price of the Bonds as set forth in Section 1 hereof, less the Commitment Fee, in immediately available funds, payable to the order of the Issuer. The Closing shall occur at the offices of the Issuer in the City of Miami, Florida, or such other place as shall have been mutually agreed to by the Issuer and the Purchaser. The Bonds shall be prepared and delivered as fully registered bonds in the definitive form of one fully registered bond for each stated maturity of the Bonds and in the name in which DTC requires that the Bonds be registered, and will be made available for inspection and checking by the Purchaser at the office of DTC in New York, New York, or at such other place as shall be mutually agreed upon, not later than 12:00 P.M., Eastern Standard Time, on the business day prior to the date of Closing. The Bonds will be issued as fully registered bonds in denominations of $100,000 and any integral multiple of $5,000 in excess thereof and delivery of the Bonds shall be made to U.S. Bank Trust Company, National Association (the "Registrar") in its capacity as FAST Agent for DTC. 6. Closing Conditions. The Purchaser has entered into this Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein, 6 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. and in reliance upon the representations, warranties, and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder. Accordingly, the Purchaser's obligations under this Agreement shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments delivered or to be delivered at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance satisfactory to the Purchaser: (a) The representations and warranties of the Issuer contained herein shall be true, complete and correct on the Execution Date and on and as of the Closing Date, as if made on the Closing Date. (b) The Issuer shall have perfo - 0 and comp conditions required by this Agreement to be perfo ed or co at the Closing. iith all agreements and with by it prior to or (c) As of the Closing Date, (i) this Agreement, the Bow solution, the Interlocal Agreement and the CRA Instruments shall be in full force d fect d shall not have been amended, modified or supplemented; (ii) the Issuer shall have performed all of its obligations required under or specified in this Agreement and the Bond Resolution to be performed at or prior to the Closing Date, and (iii) there shall have been taken all other official action as, in the opinion of Bond,Counsel, shall be necessary or appropriate in connection with the issuance of the Bonds, the execution, delivery and perfo ance of the Continuing Disclosure Agreement, the Tax Certificate, the Interlocal Agreement and the CRA Instruments and with the transactions contemplated by this Agreement. (d) At the time of the Closing, tshall not have occurred any change or any development involving a prospective material adverse change in the Tax Increment Revenues or the condition, financial or otherwise, or operations of the Issuer. (e) All steps to be taken and all instruments and other documents to be executed, and all other legal 'natters in connection with the transactions contemplated by this Agreement at or prior to the Closing Date shall be satisfactory in legal form and substance to the Purchaser. (f) At or prior to the Closing, the Purchaser shall have received copies of each of the following documents fully executed by the parties thereto: (i) An executed copy of this Agreement, duly executed and delivered by an authorized officer of the Issuer; (ii) A certified copy of the Bond Resolution; (iii) A certified copy of the CRA Instruments; 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (iv) An opinion of the Bond Counsel, dated the Closing Date and addressed to the Purchaser in form and substance satisfactory to the Purchaser; (v) An opinion of the CRA Attorney, dated the Closing Date and addressed to the Purchaser, in form and substance satisfactory to the Purchaser; (vi) A certificate, dated the Closing Date, signed by authorized officers of the Issuer, to the effect that (A) the representations, warranties and covenants of the Issuer contained herein are true and correct in all material respects and are complied with as of the time of Closing; (B) that no litigation or other proceedings are pending or, to their knowledge, threatened against the Issuer in any court or other tribunal of competent jurisdiction, State or federal, in any, way (i) to the best of our knowledge, without doing any due diligence, restraining or enjoining the issuance, sale or delivery of any of the Bonds, or (ii) to the best of our knowledge, without doing any due diligence, questioning or affecting the validity of the Bonds, the Bond Resolution, the CRA Instruments, the Interlocal Agreement, the Continuing Disclosure Agreement or the Tax Certificate, or the pledge by the Issuer of the Pledged Revenues, or (iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution, issuance or delivery of the Bonds or (iv) questioning or affecting (1) the organization or existence of the Issuer or the title to office of the officers thereof, .or' (2) the power or authority of the Issuer to collect the Tax Increment Revenues; or (v) attempting to limit, enjoin or otherwise restrict or prevent the 4suer from collecting Tax Increment Revenues, including payments on the Bonds, ptnrsuant to the Bond Resolution; (C) since September 30, 202[4], there has been no material adverse change in the financial condition of the Issuer and the Issuer has notincurred any material liabilities other than in the course of ordinary business; (D) to the best of their knowledge, the adoption of the Bond Resolution, and the authorization, execution and delivery of this Agreement, the Interlocal Agreement, the Continuing Disclosure Agreement, the Tax Certificate and the Bonds, and compliance with the provisions thereof, will not conflict with, or constitute a breach °for default under, any resolution or any agreement or other instrument to which the Issuer was or is subject, as the case may be, nor will such adoption, execution, goltvery, authorization or compliance result in the creation or imposition of any 14n:charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer, or under the terms of any law, administrative regulation, ordinance, resolution or instrument, except as expressly provided by the Bond Resolution and all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the Issuer of its obligations under the Bond Resolution have been obtained and are in full force and effect; (E) the Bond Resolution has been duly adopted by the Issuer and this Agreement, the Interlocal Agreement, the Continuing Disclosure Agreement, the Tax Certificate and the Bonds have all been duly 8 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. executed and delivered, and each such instrument is in full force and effect and has not been modified, amended (other than as described herein) or repealed; (F) the Issuer is not in default under any outstanding debt obligation or financial instrument; and (G) the financial statements of the Issuer and other financial information regarding the Issuer provided to the Purchaser in connection with the transactions contemplated by the Bonds fairly present the financial position and results of the Issuer as of the dates and for the periods therein set forth, and the audited financial statements of the Issuer for the fiscal year ended September 30, 202[4], have been prepared in accordance with Generally Accepted Government Accounting Standards consistently applied. (vii) Executed copies of the Interlocal Agreement, the Continuing Disclosure Agreement and the Tax Certificate, each in form and substance satisfactory to the Purchaser. (viii) A completed Internal Revenue Service Form 8038-G (Information Return for Tax -Exempt Governmental Obligations) related to the Series 2026A Bonds; (x) A certificate of the Registrar in fo Purchaser; and substance satisfactory to the (xii) Any other certifica 3and opinions required by the Bond Resolution for the issuance thereunder of the Bonds; and (xiii) Such additional legal opinions, certificates, instruments and other documents as the Purchaser pay reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and warranties contained herein and the due perfo ance or satisfaction by the Issuer on or prior to the date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. All of the opinions, letters, certificates, instruments, and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Purchaser. Payment by the Purchaser of the Purchase Price (less the Commitment Fee) shall indicate the Purchaser's acknowledgement that the foregoing conditions to Settlement have been satisfied. 7. Termination Events. The Purchaser shall have the right to terminate its obligation to purchase the Bonds without liability therefor by written notification to the Issuer if at any time between the Execution Date and the Closing Date: 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (a) Legislation shall have been enacted by the Congress of the United States, or recommended to Congress for passage by the President of the United States, or favorably reported for passage to either House of Congress by any committee of such House, or passed by either House of Congress, or a decision shall have been rendered by a court of the United States or the United States Tax Court, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the federal taxation of interest received on obligations of the general character of the Series 2026A Bonds, which, in the reasonable opinion of the Purchaser has, or will have, the effect of making any portion of such interest subject to inclusion in gross income for purposes of federal income taxation; (b) Between the date hereof and the Closing, legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the reasonable opinion of the Purchaser, has the effect of requiring the contemplated purchase of the Bonds to be registered under the Securities Act of 1933, as amended, or of requiring the Bond Resolution to be qualified under the Trust Indenture Act of 1939, as amended; (c) The purchase of and payment for the Bonds by the Purchaser, on the terms and conditions herein provided shall be prohibited by:any applicable law, governmental authority, board, agency or commission; (d) Any amendment to the federal or State ron ,m n or action by any federal or State court, legislative body, regulatory body; or other authority materially adversely affecting the tax status o.f the Issuer, its property, or income securities (or interest thereon); (e) The United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency, or there shall have occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, .financial or otherwise, which, in the reasonable judgment of the Purchaser, materially impacts the value of the Bonds; (f) In the reasonable opinion of the Purchaser, the purchase of the Bonds is rendered impracticable or inadvisable because (i) trading in securities generally shall have been suspended on the New York Stock Exchange, Inc., or (ii) a general banking moratorium shall have been established by federal, New York or State authorities; (g) Between the date hereof and the Closing, the Issuer has, without the prior written consent of the Purchaser, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, in either case payable from any portion of the Pledged Revenues; (h) The New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially 10 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Purchaser; (i) A material disruption in securities settlement, payment or clearance services shall have occurred that would prohibit the Purchaser's ability to purchase the Bonds on the Closing Date; or (j) There occurs any material adverse change in the financial affairs and condition of the Issuer from that reflected in or contemplated by the Issuer's Annual Comprehensive Financial Report for the fiscal year ended September 30, 202[4]. If the Purchaser terminates its obligation to purchase the Bonds in accordance with this Section 7, the Purchaser shall have no further obligation hereunder. 8. Costs and Expenses. (a) The Purchaser shall be under no obligation to pay, and the Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, (ii) the costs of preparing and printing all documents relating to the issuance of the Bonds, (iii) the fees and disbursements of Bond Counsel and Purchaser's Counsel, (iv) the fees and disbursements of the unicipal Advisor to the Issuer, (v) the fees and disbursements of any other engin accq t. ts, and other experts, consultants or advisers retained by the Issuer, and (V e fees ir the bond rating. The Issuer shall pay for expenses incurred on behalf of the uer's e ployees, • rectors or agents which are incidental to this Agreement including but ript l i ned to M s and lodging of such persons or entities. (b) If this Agreement shall be terminated by the Purchaser because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer shall be unable to perform its obligations under this Agreement, the Issuer will reimburse the Purchaser for all out-of-pocket expenses (including hedge expenses and the fees and disbursements of counsel to the Purchaser) reasonably incurred by the Purchaser in connection with this Agreement. (c) The Issuer ac s owledges that it has had an opportunity, in consultation with such advisors it may " v „. appropriate, if any, to evaluate and consider the fees and expenses being incurred asp. of the issuance of the Bonds. 9. Assignment. This Agreement will inure to the benefit of and be binding upon its parties and their successors and assigns and does not confer any rights upon any other person; provided however, the Purchaser may assign this Agreement to Morgan Stanley & Co. LLC or to any other affiliate of the Purchaser. This Agreement is the entire agreement of the parties, superseding all prior agreements and may not be modified except in writing signed by all of the parties hereto. This Agreement may not be assigned by the Issuer. 11 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 10. Notices. • y notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to the attention of: Omni Redevelopment Issuer Community Redevelopment Agency 1401 N. Miami Avenue Miami, Florida 33136 Attention: Executive Director and any notice or other communication to be given to the Purchaser under this Agreement may be given by delivering the same in writing to: Morgan Stanley & Co. LLC 1585 Broadway, 16th Floor New York, 10036 Attention: [J.W, Howard] 11. Effectiveness. Thi, and acceptance hereof by Issuer,' 1 4 acceptance. eement slut Aecorne effective ,the execution all be valid and enforceable e time of such 12. Choice of Itayv. This A eement sba11 be governed by and construed in accordance with the law of the State of Florida, without regard to conflicts of law principles. 13. Severability, If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 14. Business Day. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange is open for trading. 15. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 16. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto 12 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. and hereto were upon the same document) and all of which shall constitute one and the same document. 17. Relationship of Parties. Each Party represents to the other party on the date on which it enters into this Agreement that: Non -Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into 1111 this Agreement. It has not received from the o er party any ance or guarantee as to the expected results of this Agreement. Assessment and Understanding. if is capable, of assessing , e merits of and understanding (on its own behalf or through " depOdent professi • *al advice), and understands and accepts, the te s, conditions and risks of this Agreement. It is also capable of assuming, and assumes, e risks of this A ent. Status of Parties, Neither party hereto is acting as :674Ineiary for or as an advisor or agent to the other p : hereto with respect to this AgreLiI1nt. The Issuer acknowledges and agrees that: the purchase and sale of the Bonds p t to this Agreement is an arm's-length commercial transaction between the Issuer 4 the Purchaser and the Purchaser is not purchasing the Bonds as part of an un in connection with the discussions, undertakings, and procedures leading up to the consummation of the transaction represented in this Agreement, the Purchaser is and has been acting solely as a principal; the Purchaser is not serving as an underwriter and has not assumed an advisory or fiduciary responsibility in favor of the Issuer with respect to the sale contemplated hereby or the discussions undertakings, and procedure leading thereto (regardless of whether the Purchaser has provided other services or is currently providing other services to the Issuer on other matters) and the Purchaser has no obligation to the Issuer with respect to the sale contemplated hereby except the obligation expressly set forth in this Agreement; and the Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. 13 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 18. No Other Agreements. This Agreement supersedes any other agreements between the Issuer and the Purchaser relating to the same subject, and any such agreements shall be null and void upon the effectiveness of this Agreement. 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. MORGAN STANLEY & CO. LLC By: [J.W. Howard], [Executive Director] [Purchaser's Signature Page Continuing Disclosure Agreement] [Morgan Stanley Omni, Series 2026] S-1 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Carlos 1. Suarez, Executive Director Attest: By: [Todd B. Hannon], Clerk of the Board Approved as to form and legal sufficiency: By: [George K. Wysong III, ESQ. Omni CRA General Counsel] S-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SCHEDULE I OMNI REDEVELOPMENT ISSUER COMMUNITY REDEVELOPMENT AGENCY $[PAR [A] AMOUNT] Redevelopment Revenue Bonds, Series 2026A Maturities, Principal Amounts, Interest Rates, Yield and Prices Maturity Date Principal ([MONTH] 1) Amount Interest Rate Yield* Price * Yield and price calculated to first optional call date of [MONTH] 1,2037. Schedule I-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. $[PAR [B] AMOUNT] Redevelopment Revenue Bonds, Taxable Series 2026B Maturities, Principal Amounts, Interest Rates, Yield and Prices Maturity Date Principal ([MONTH] 1) Amount $ Interest Rate Yield* Price Schedule 1-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Redemption Provisions Optional Redemption of Series 2026A Bonds. The Series 2026A Bonds that mature on or before [MONTH] 1, 2036, are not subject to optional redemption prior to their maturities. The Series 2026A Bonds that mature on or after [MONTH] 1, 2037, are subject to redemption beginning [MONTH] 1, 2037, in whole or in part at any time, in any order of maturities at the option of the Issuer, and by lot within a maturity if less than a full maturity is redeemed, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date. Optional Redemption of Series 2026B Bonds. Prior to October 1, 2035, the Series 2026B Bonds are subject to redemption prior to their maturity dates at the option of the Issuer, in whole or in part, and if in part, in accordance with the procedures described below at the Make -Whole Redemption Price described below. "Make -Whole Redemption Price" is the greater of (i) 100% of the principal amount of the Series 2026B Bonds to be redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2026B Bonds to be redeemed, not including any portion of these payments of interest accrued and unpaid as of the date on which the Series 2026B Bonds are to be redeemed, discounted to the date on which the Series 2026B Bonds are to be redeemed, on a semi- annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (as defined below) plus [ ] basis points for the Series 2026B Bonds maturing [MONTH] 1, 20[ 1 through [MONTH] 1, 20[___], inclusive, plus, accrued and unpaid interest on the Series 2026B Bonds to be redeemed on the redemption date. The "Treasury Rate" is, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity, as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to the maturity date of the Series 2026B Bonds to be redeemed; provided, however, that if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The particular maturities and amounts of the Series 2026B Bonds to be redeemed at the option of the Issuer pursuant to the make -whole optional redemption provision will be determined by the Issuer in its sole discretion. So long as the Series 2026B Bonds are in book -entry -only form and DTC or a successor securities depository is the sole registered owner of such Series 2026B Bonds, if some but less than all of the Series 2026B Bonds of a particular Series and maturity are so to be redeemed on any date, the Bond Registrar shall instruct DTC to provide for a pro rata redemption in accordance with DTC's procedures as Schedule 1-3 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. a pro rata pass -through distribution of principal, or if the DTC operational arrangements do not allow for pro rata pass -through distribution of principal, the Series 2026B Bonds to be redeemed shall be selected by lot; provided that, so long as such Series 2026B Bonds are registered in the book -entry -only system, the selection for redemption of the Series 2026B Bonds will be in accordance with operational arrangements of DTC then in effect. It is the Issuer's intent that make -whole redemption allocations with respect to the Series 2026B Bonds made by DTC be on a pro rata pass -through distribution of principal basis as described above. However, the Issuer cannot provide any assurance that DTC, DTC's Participants or any other intermediary will allocate the redemption of the Series 2026B Bonds on such basis, nor will the Issuer be responsible for any failure of DTC, DTC's Participants, or other intermediary to do so.] Mandatory Tender Provision. On the Tender Date, the Series 2026A Bonds shall be purchased by the Issuer at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the Tender Date and any past due amounts (the "Tender Price") unless the Purchaser shall provide the Issuer and the Issuer written notice at least 30 days prior to the Tender Date that the Series 2026A Bonds shall not be subject to purchase on such date. If the Purchaser does not provide such written notice, the Purchaser will be obligated to deliver the original Series 2026A Bonds to the Issuer (with a copy to the Issuer) on or prior to the Tender Date and the Issuer shall be obligated to pay the Tender Price in immediately available funds to the Purchaser on or prior to the Tender Date. If the Purchaser provides the Issuer and the Issuer written notice that the Series 2026A Bonds will not be subject to purchase on the Tender Date and the Issuer and the Purchaser agree in writing to a new Tender Date on terms satisfactory to both the Issuer and the Purchaser the new date shall become the "Tender Date" for the purposes of this provision. Ay additional changes (but not the change in the Tender Date), in the terms of this provision and/or the Series 2026A Bonds shall be agreed to by the Issuer and the Purchaser in writing. In the event the Series 2026A Bond is purchased by the Issuer as provided in hereof, the Series 2026A Bond shall be considered paid and no longer outstanding and shall automatically be deemed to be paid in an identical manner without any required action by the Issuer or the Issuer. "Tender Date" means, [DATE] (as the same may be extended pursuant as provided herein). "Purchase Default" shall occur if on any Mandatory Tender Date funds are not available to pay the Tender Price of all Bonds required to be purchased. A Purchase Default shall be deemed an Event of Default hereunder Schedule 1-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT A $[PAR A AMOUNT] Omni Redevelopment Issuer Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026A $ [PAR B AMOUNT] Omni Redevelopment Issuer Community Redevelopment Agency [Taxable] Redevelopment Revenue Bonds, Series 2026B DISCLOSURE LETTER AND TRUTH -IN -BONDING STATEMENT January , 2026 [Chair/Mayor and Board Members] of the Omni Redevelopment Issuer Community Redevelopment Agency Miami, Florida Re: $[PAR 0 T] Omni Redevelopment Issuer Co unity Redevelopment Agency Redevelopment Revenue Bonds, Series 2026 Dear [Chair/Mayor] and Board Members: In connection with the purchase of the $[PAR A AMO T] Omni Redevelopment Issuer Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026A and [not to exceed] $[PAR B AMOUNT] aggregate principal amount of Omni Redevelopment Issuer Co unity Redevelopment Agency Redevelopment [Taxable] Revenue Bonds, Series 2026B (collectively, the "Bonds") by [Morgan Stanley & Co LLC and/or Morgan Stanley Bank N.A.] (the "Purchaser"), the Purchaser provides the Omni Redevelopment Issuer Co unity Redevelopment Agency (the "Issuer") with the following information pursuant to the provisions of Section 218.385, Florida Statutes, as amended: (a) Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred for services rendered to the Purchaser in connection with the issuance of the Bonds (such fees and expenses to be paid by the Issuer): Legal Fees of our counsel, Nabors, Giblin & Nickerson -- $40,000.00 Exhibit A-1 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (b) No other fee, bonus or other compensation is estimated to be paid by the Purchaser in connection with the issuance of the Bonds to any person not regularly employed or retained by the Purchaser (including any "finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred by the Purchaser, as set forth in paragraph (a) above. (c) No person has entered into an understanding with the Purchaser, or to the knowledge of the Purchaser, with the Issuer, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the Issuer and the Purchaser or to exercise or attempt to exercise any influence to affect any transaction in the purchase of the Bonds. (d) The amount of the commitment fee expected to be realized by the Purchaser is $[TOTAL CO IT I NT FEE]. (e) No management fee is to be charged by the Purchaser. (f) The name and address of the Purchaser is: Morgan Stanley & Co. LLC 1585 Broadway, 16th Floor New York, NY 10036 (f) The Issuer is proposing to issue $[PAR OUNT] of the Bonds for the principal purposes of financing costs of certain capital improvements within the Redevelopment Area of the Issuer. The Bonds are expected to be repaid over a period of approximately [ .1 years. At a true interest cost of approximately [TIC]%, total interest paid over the life of the Bonds will be $[__ (g) The source of repayment or security of the Bonds is the Pledged Revenues, as defined in Resolution No. 25- adopted by the Issuer on [December 11], 2025 (the "Bond Resolution"). Authorizing this debt will result in an average of $[ . (average annual debt service) of such Pledged Revenues not being available to finance other services of the Issuer each year for approximately [ years. [Signature Page is on the following page] Exhibit A-2 THIS DOCUMENT IS A SUBS111U110N TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, MORGAN STANLEY & CO. LLC By: [J.W. Howard], [Executive Director] [Purchaser's Signature Page Disclosure Letter and Truth -in -Bonding Statement] [Morgan Stanley Omni, Series 2026] Exhibit A-S-1 SU STITUTE EXHIBIT F FORM OF BOND PURCHASE AGREEMENT [To be distributed at a later date] F-1