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HomeMy WebLinkAboutCRA-R-25-0076 Exhibit G-SUBTHIS DOCUMENT IS A SUBS1I1U11ON TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT G FORM OF CONTINUING DISCLOSURE AGREEMENT G-1 18635 Exhibit G-SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DRAFT #1: 12/_/25 086-00047.C1 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the Omni Redevelopment District Community Redevelopment Agency (the "Issuer") in connection with the issuance of $[PAR A AMOUNT] aggregate principal amount of its Omni Redevelopment District Community Redevelopment Agency Redevelopment Revenue Bonds, Series 2026A and $[PAR B AMOUNT] aggregate principal amount of Omni Redevelopment District Community Redevelopment Agency Redevelopment [Taxable] Revenue Bonds, Series 2026B (collectively, the "Bonds"). The Bonds are being issued pursuant to Bond Resolution No. 25-[ ] adopted by the Issuer on [December 11], 2025 (the "Bond Resolution"). Capitalized terms used but not otherwise defined herein shall have the same meaning as when used in the Bond Resolution unless the context would clearly indicate otherwise The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE AGREEMENT. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the Series 2026 Bondholders. SECTION 2. NATURE OF UNDERTAKING. The Issuer hereby covenants to provide or cause to be provided ,to the Electronic Municipal Market Access system ("EMMA") and maintained by the Municipal Securities Rulemaking Board (the "MSRB") and any other entity authorized and. approved by the Securities and Exchange Commission (the "SEC") from time to titre to act as a repository under Securities and Exchange Commission Rule 15c2-12 (17 C.. . § 240.15c2-12) (the "Rule"): (a) (i) annual financial information and operating data of the type described as "Annual Information" in Section 3(a) hereof at the times set forth therein, and (ii) audited financial statements of the Issuer for each such Fiscal Year, not later than the foIjjwing April 30, if then available as described in the final paragraph of this Section 2; and (b) in a timely manner not in excess of ten business days after the occurrence of any Specified Event described in Section 3(b) hereof (a "Specified Event"), notice of (i9 any Specified Event described in Section 3(b) hereof, (ii) the Issuer's failure to provide the Annual Information on or prior to the date specified above, and (iii) any change in the accounting principles applied in the preparation of its annual financial statements, any change in its Fiscal Year, and the termination of the Issuer's continuing disclosure obligations. The Issuer expects that audited annual financial statements will be prepared and will be filed together with the Annual Information identified below. The accounting principles to be applied in the preparation of those financial statements will be generally accepted THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. accounting principles, as modified by applicable State of Florida requirements and the governmental accounting standards promulgated by the Governmental Accounting Standards Board. In the event that the audited annual financial statements are not available by the date on which the Annual Information will be provided, the Issuer will provide unaudited financial statements by the date specified and audited financial statements when available. SECTION 3. ANNUAL INFORMATION AND SPECIFIED EVENTS. (a) "Annual Information" to be provided by the Issuer shall consist of the following information, all to be provided within 210 days of the end of each Fiscal Year of the Issuer except as otherwise noted: (1) Five-year history ended with the immediately completed Fiscal Year of the millage rates of the taxing authorities required to deposit to the Redevelopment Trust Fund; (2) Five-year history ended with the immediately completed Fiscal Year of the Tax Increment Revenues collected by the Issuer, including the collection rate and the contributions of each of the City and the County; (3) Five-year history ended with the immediately completed Fiscal Year of the assessed and taxable property valuations withing the Redevelopment Area, including the incremental valuation above the base year valuation; (4) Largest 10 taxpayers within the Redevelopment Area; (5) Calculation of debt service coverage using Tax Increment Revenues collected for such Fiscal Year and calculated with respect to the annual debt service for the Bonds for the next Fiscal Year and maximum annual debt service; (6) Total debt outstanding as of the completed Fiscal Year, including Grants (as defined in the Bond Resolution); (7) (8) (9) Plan; and Debt Service Reserve Account balance; Adopted budget of the Issuer for the upcoming Fiscal Year; Any modifications to the Redevelopment Area or Redevelopment (10) Any grants or other obligations that were issued by the Issuer during such Fiscal Year. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Any of such information may be provided in the audited financial statements filed in accordance with this Disclosure Agreement. (b) Specified Events shall include the occurrence of the following events, within the meaning of the Rule, with respect to the Bonds: (1) (2) (3) difficulties; principal and interest payment delinquencies; non-payment related defaults, if material; unscheduled draws on debt service reserves reflecting financial (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; modifications to rights of the holders of the Bonds, if material; any Bond calls, if material, and tender offers; defeasances in whole or in part of the Bonds; release, substitution, or sale of property securing repayment of the Bonds, if material; (11) any changes in the ratings assigned to the Bonds; (12) bankruptcy, insolvency, receivership or similar event of the Issuer (this event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer 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 Issuer, 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 Issuer); 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (13) the consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, 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; (14) appointment of a successor or additional trustee or the change of name of a trustee; (15) Incurrence of a financial obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Issuer, any of which affect holders of the Bonds; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the Issuer, any of which reflect financial difficulties. The Issuer may, from time to time, in its sole discretion, choose to provide notice of the occurrence of certain other events if, in the judgment of the Issuer, such other events are material with respect to the Bonds, but the Issuer does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Any voluntary inclusion by the Issuer of supplemental information that is not required hereunder shall not expand the obligations of the Issuer hereunder and the Issuer shall have no obligation to update such supplemental information or include it in any subsequent report. SECTION 4. SUBMISSION OF INFORMATION TO THE MSRB. The information required to be disclosed pursuant to Sections 2 and 3 of this Disclosure Agreement shall be submitted to EMMA and/or any successor repository required by federal or state law or regulation. Subject to future changes in submission rules and regulations, such submissions shall be provided to the MSRB, through EMMA, in portable document format ("PDF") files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. Such PDF files are required to be word - searchable (allowing the user to search for specific terms used within the document through a search or find function available in a software package). Subject to future changes in submission rules and regulations, at the time that such information is submitted through EMMA, the Issuer, or any dissemination agent engaged by the Issuer pursuant to Section 7 hereof, shall also provide to the MSRB information necessary to accurately identify: (A) the category of information being provided; 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (B) the period covered by the Issuer's Audited financial statements and any additional financial information and operating data being provided; (C) the issues or specific securities to which such submission is related or otherwise material (including CUSIP number, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (D) the name of any Obligated Person other than the Issuer; (E) the name and date of the document being submitted; and (F) contact information for the submitter. SECTION 5. REMEDIES; NO EVENT OF DEFAULT. The Issuer agrees that its undertaking is intended to be for the benefit of the holders and beneficial owners of the Bonds and shall be enforceable by any such holder or beneficial owner; provided that the right to enforce the provisions of this undertaking shall be limited to a right to obtain specific performance of the Issuer's obligations hereunder and any failure by the Issuer to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds under the Bond Resolution. SECTION 6. SEPARATE BOND REPORT NOT REQUIRED; INCORPORATION BY REFERENCE. The requirements of this Disclosure Agreement do not necessitate the preparation of any separate annual report addressing only the Bonds. These requirements may be met by the filing of a combined bond report or the Issuer's Annual Report; provided, such report includes all of the required information and is available by April 30. Additionally, the Issuer may incorporate any information provided in any prior filing with EMMA or one of the Nationally Recognized Municipal Securities Information Repositories recognized by the SEC for purposes of the Rule or other information filed with the SEC or included in any final official statement of the Issuer; provided, such final official statement is filed with the MSRB. SECTION 7. DISSEMINATION AGENTS. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such agent, with or without appointing a successor dissemination agent. SECTION 8. TERMINATION. The Issuer's obligations under this Disclosure Agreement shall cease upon the legal defeasance, prior redemption, payment in full of all of the Bonds. SECTION 9. AMENDMENTS. The Issuer reserves the right to amend the provisions of this Disclosure Agreement as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the Issuer, or type of business conducted by the Issuer. Any such amendment shall be made only in a manner consistent with the Rule and any amendments and interpretations thereof by the SEC. Additionally, compliance with any provision of this Disclosure Agreement may be waived. Any such amendment or waiver will not be effective unless this Disclosure Agreement (as amended or taking into account such waiver) would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any applicable amendments to or official interpretations of the Rule, as well as any change in circumstances, and until the Issuer shall have received either (a) a written opinion of bond or other qualified independent special counsel selected by the Issuer that the amendment or waiver would not materially impair the interests of holders or beneficial owners of the Bonds, or (b) the written consent to the amendment or waiver of the holders of at least a majority of the principal amount of the Bonds then outstanding. Annual Information containing any amended operating data or financial information shall explain, in narrative form, the reasons for any such amendment and the impact of the change on the type of operating data or financial information being provided. Additionally, in the year in which any change in accounting principles is made, the Issuer shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. OBLIGATED PERSONS. If any person other than the Issuer becomes an Obligated Person (as defined in the Rule) relating to the Bonds, the Issuer shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. Dated: January 2026 6 THIS DOCUMENT IS A SUBSTITUTION 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 I. Suarez, Executive Director [Issuer's Signature Page I Continuing Disclosure Agreement] [Morgan Stanley I Omni, Series 2026] S-1 SUBSTITUTED EXHIBIT G FORM OF CONTINUING DISCLOSURE AGREEMENT [To be distributed at a later date] G-1