Tab 09 AGREEMENT REGARDING BOND INSURANCE
THIS AGREEMENT REGARDING BOND INSURANCE (the "Agreement") is made
and entered into as of the 7th day of August, 2025 by and among the MIAMI BEACH
REDEVELOPMENT AGENCY (the "Agency"), U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States of America and qualified to exercise trust powers under the laws of
the State of Florida, having a designated corporate trust office in Jacksonville, Florida, as Paying
Agent and Registrar with respect to the Series 2025 Bonds defined below (in both such
capacities referred to as the "Paying Agent"), and ASSURED GUARANTY INC., a Maryland
domiciled financial guaranty insurance company, and any successor thereto or assignee thereof
("AG").
WITNESSETH:
WHEREAS, the Agency has determined to issue its $240,910,000 principal amount of
Tax Increment Revenue Revenue Refunding Bonds, Series 2025 (City Center/Historic
Convention Village) (the "Series 2025 Bonds"); and
WHEREAS, the Series 2025 Bonds are being issued pursuant to Resolution No. 619-
2015, adopted by the Agency on October 14, 2015 and Resolution No. 708-2025 adopted by the
Agency on May 21, 2025 (collectively, the "Bond Resolution"); and
WHEREAS, the Agency and AG have executed a Municipal Bond Insurance
Commitment dated July 7, 2025 (the "Bond Insurance Commitment"), pursuant to which AG has
agreed to issue a Municipal Bond Insurance Policy (tile "Policy") that guarantees the scheduled
payment, when due, of the principal of and interest on the Series 2025 Bonds; and
WHEREAS, the parties to this Agreement now desire to set forth certain requirements of
the Bond Insurance Commitment that are not otherwise contained in the Bond Resolution.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties mutually agree as follows:
SECTION 1. Defined Terms. All capitalized terms used but not otherwise defined in
this Agreement shall have the meaning ascribed to such terms in the Bond Resolution.
SECTION 2. Rights of AG. Notwithstanding anything to the contrary contained in the
Bond Resolution, so long as the rights of AG have not been suspended with respect to the Policy
for any of the reasons set forth in Section 6, AG shall have the following rights:
A. The term "Credit Facility," when used with respect to the Series 2025
Bonds for purposes of the Bond Resolution, shall mean the Policy.
B. AG shall be deemed to be the sole Holder of the Series 2025 Bonds for the
purpose of exercising any voting right or privilege or giving any consent or direction or
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taking any other action that the Holders of the Series 2025 Bonds are entitled to take
under the Bond Resolution pertaining to (i) defaults and remedies, (ii) the duties and
obligations of the Paying Agent and (iii) supplements, amendments or waivers; provided,
however, that no amendment or supplement shall reduce the principal amount or interest
payable on, or modify the due date of any Series 2025 Bonds Outstanding without the
consent of all of the Holders of the Series 2025 Bonds so affected. In furtherance thereof,
the Paying Agent and each Holder appoint AG as their agent and attorney-in-fact and
agree that AG may at any time during the continuation of any proceeding by or against
the Agency under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding")
direct all matters relating to such Insolvency Proceeding, including without limitation, (a)
all matters relating to any claim or enforcement proceeding in connection with an
Insolvency Proceeding (a "Claim"), (b) the direction of any appeal of any order relating
to any Claim, (c) the posting of any surety, supersedeas or performance bond pending any
such appeal, and (d) the right to vote to accept or reject any plan of adjustment. In
addition, the Paying Agent and each Holder delegate and assign to AG, to the fullest
extent permitted by law, the rights of the Paying Agent and each Holder in the conduct of
any Insolvency Proceeding, including, without limitation, all rights of any party to an
adversary proceeding or action with respect to any court order issued in connection with
any such Insolvency Proceeding.
C. The prior written consent of AG shall be a condition precedent to the
deposit of any Reserve Account Insurance Policy or Reserve Account Letter of Credit
provided in lieu of a cash deposit into the Debt Service Reserve Account.
Notwithstanding anything to the contrary set forth in the Bond Resolution, amounts on
deposit in the Debt Service Reserve Account shall be applied solely to the payment of
debt service due on the Bonds.
D. AG shall be a third party beneficiary to the Bond Resolution.
E. The rights granted to AG pursuant to the terms of this Agreement, or
under the Bond Resolution to request, consent to or direct any action are rights granted to
AG in consideration of its issuance of the Policy. Any exercise by AG of such rights is
merely an exercise of AG's contractual rights and does not evidence any position of AG,
positive or negative, as to whether Holder consent is required in addition to the consent of
AG.
F. AG shall, to the extent it makes any payment of principal of or interest on
the Series 2025 Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Policy (which subrogation rights shall also
include the rights of any such recipients in connection with any Insolvency Proceeding).
Each obligation of the Agency to AG under the Bond Resolution shall survive discharge
or termination of the Bond Resolution.
G. AG shall be entitled to pay principal or interest on the Series 2025 Bonds
that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the
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Agency (as such terms are defined in the Policy), whether or not AG has received a
Notice of Nonpayment (as such term is defined in the Policy) or a claim upon the Policy.
H. In determining whether any amendment, consent, waiver or other action to
be taken, or any failure to take action, under the Bond Resolution would adversely affect
the security for the Series 2025 Bonds or the rights of the Holders of the Series 2025
Bonds, the Agency shall consider the effect of any such amendment, consent, waiver,
action or inaction as if there were no Policy.
I. The prior written consent of AG shall be required for any amendments to
the Bond Resolution requiring the consent of the Holders of the Bonds.
J. The Agency shall pay or reimburse AG, but solely from Pledged Funds
and subject to the priority for payment provided by the terms of the Bond Resolution, any
and all reasonable charges, fees, costs and expenses which AG may reasonably pay or
incur in connection with (i) the administration, enforcement, defense or preservation of
any rights or security under the Bond Resolution or this Agreement, or the pursuit of
remedies by AG under the Bond Resolution or this Agreement or otherwise afforded by
law or equity; (ii) any amendment, consent or waiver that the Agency may request of AG
with respect to the Bond Resolution or this Agreement, whether or not executed or
completed; or (iii) any litigation or other dispute determining that the Agency has
violated any of the provisions of the Bond Resolution or this Agreement, other than
charges, fees, costs and expenses resulting from the failure of AG to honor its obligations
under the Policy or this Agreement. AG reserves the right to charge a reasonable fee as a
condition to executing any amendment, waiver or consent proposed in respect of the
Bond Resolution or this Agreement.
K. AG shall have the right to receive such additional information from the
Agency as it may reasonably request.
L. The Agency will permit AG to discuss the affairs, finances and accounts
of the Agency or any information AG may reasonably request regarding the security for
the Series 2025 Bonds with appropriate officers of the Agency and the Agency will use
commercially reasonable efforts to enable AG to have access to the facilities, books and
records of the Agency on any business day upon reasonable prior notice.
SECTION 3. Claims Upon the Policy and Payments by AG. The following shall govern
claims made upon and payments made tinder the Policy:
A. If, on the third business day prior to the related scheduled interest payment
date or principal payment date ("Payment Date"), there is not on deposit with the Agency
under the Bond Resolution, after making all transfers and deposits required under the
Bond Resolution, moneys sufficient to pay the principal of and interest on the Series
2025 Bonds due on such Payment Date, the Agency shall give notice to AG and to its
designated agent, if any ("AG's Fiscal Agent"), by telephone or telecopy of the amount
of such deficiency by 12:00 noon, New York City time, on such business day. If, on the
second business day prior to the related Payment Date, there continues to be a deficiency
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in the amount available to pay the principal of and interest on the Series 2025 Bonds due
on such Payment Date, the Agency shall immediately give notice to the Paying Agent
containing the information required to be included in the notice from the Paying Agent to
AG described below, and the Paying Agent shall make a claim under the Policy and give
notice to AG and AG's Fiscal Agent, if any, by telephone of the amount of the
deficiency, and the allocation of such deficiency between the amount required to pay
interest on the Series 2025 Bonds and the amount required to pay principal of the Series
2025 Bonds, confirmed in writing to AG and AG's Fiscal Agent, if any, by 12:00 noon,
New York City time, on such second business day by filling in the form of Notice of
Claim and Certificate delivered with the Policy.
B. The Paying Agent shall designate any portion of payment of principal on
Series 2025 Bonds paid by AG, whether by virtue of mandatory sinking fund redemption,
maturity or other advancement of maturity, on its books as a reduction in the principal
amount of Series 2025 Bonds registered to the then current Holders of such Series 2025
Bonds, whether DTC or its nominee or otherwise, and shall issue a replacement Series
2025 Bond to AG, registered in the name of Assured Guaranty Inc., in a principal amount
equal to the amount of principal so paid (without regard to authorized denominations);
provided, however, that the Paying Agent's failure to so designate any payment or issue
any replacement Series 2025 Bond shall have no effect on the amount of principal or
interest payable by AG on any Series 2025 Bond or the subrogation rights of AG.
C. The Paying Agent shall keep a complete and accurate record of all finds
deposited by AG into the Policy Payments Account (defined below) and the allocation of
such funds to payment of interest on and principal of any Series 2025 Bond. AG shall
have the right to inspect such records at reasonable times upon reasonable notice to the
Paying Agent.
D. Upon payment of a claim under the Policy, the Paying Agent shall
establish a separate special purpose trust account for the benefit of the Holders of the
Series 2025 Bonds (referred to in this Agreement as the "Policy Payments Account") and
over which the Paying Agent shall have exclusive control and sole right of withdrawal.
The Paying Agent shall receive any amount paid under the Policy in trust on behalf of the
Holders of the Series 2025 Bonds and shall deposit any such amount in the Policy
Payments Account and distribute such arnount only for purposes of making the payments
for which a claim was made. Such amounts shall be disbursed by the Paying Agent to the
Holders of the Series 2025 Bonds in the same manner as principal and interest payments
are to be made with respect to the Series 2025 Bonds under the sections of the Bond
Resolution regarding payment of Series 2025 Bonds. It shall not be necessary for such
payments to be made by checks or wire transfers separate from the check or wire transfer
used to pay debt service with other funds available to make such payments.
Notwithstanding anything to the contrary, to the extent permitted by law, the Agency
agrees to pay to AG (i) a sum equal to the total of all amounts paid by AG under the
Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date
paid by AG until the date such Insurer Advances are paid in full, payable to AG at the
Late Payment Rate per annum (collectively, the `'Insurer Reimbursement Amounts").
"Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of
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interest publicly announced from time to time by JPMorgan Chase Bank, or its successor,
at its principal office in the City of New York as its prime or base lending rate (any
change in such rate of interest to be effective on the date such change is announced by
JPMorgan Chase Bank, or its successor) plus three percent (3%), and (ii) the then
applicable highest rate of interest on the Series 2025 Bonds and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates. The Late
Payment Rate shall be computed on the basis of the actual number of days elapsed over a
year of 360 days. Notwithstanding anything to the contrary set forth in this Agreement,
the Insurer Reimbursement Amounts shall be payable solely fi•om Pledged Funds, subject
to the priority for payment provided by the terms of the Bond Resolution.
E. Funds held in the Policy Payments Account shall not be invested by the
Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the
Paying Agent. Any funds remaining in the Policy Payments Account following a
Payment Date shall promptly be remitted to AG.
F. Amounts paid by AG under the Policy shall not be deemed paid for
purposes of the Bond Resolution and the Series 2025 Bonds relating to such payments
shall remain Outstanding and continue to be due and owing until paid by the Agency in
accordance with the Bond Resolution. The Bond Resolution shall not be discharged
unless all amounts due or to become due to AG have been paid in full or duly provided
for.
SECTION 4. Defeasance of Series 2025 Bonds. Notwithstanding anything to the
contrary contained in the Bond Resolution, so long as the rights of AG have not been suspended
with respect to the Policy for any of the reasons set forth in Section 7, the following shall apply
to the defeasance of the Series 2025 Bonds:
A. To the extent permitted under the Bond Resolution, only (i) cash, (ii)
non-callable direct obligations of the United States of America ("Treasuries"), (iii)
evidences of ownership of proportionate interests in future interest and principal
payments on Treasuries held by a bank or trust company as custodian, under which the
owner of the investment is the real party in interest and has the right to proceed directly
and individually against the obligor and the underlying Treasuries are not available to any
person claiming through the custodian or to whom the custodian may be obligated, (iv)
subject to the prior written consent of AG, pre-refunded municipal obligations rated
"AAA" and "Aaa" by S&P Global Ratings, a business unit of' Standard & Poor's
Financial Services LLC ("S&P") and Moody's Ratings ("Moody's"), respectively, or (v)
subject to the prior written consent of AG, securities eligible for "AAA" defeasance
under then existing criteria of S&P, shall be used to effect defeasance of the Series 2025
Bonds, unless AG otherwise approves.
B. To accomplish defeasance, the Agency shall cause to be delivered (i) a
report of an independent firm of nationally recognized certified public accountants or
such other accountant as shall be reasonably acceptable to AG verifying mathematical
computations illustrating the sufficiency of the escrow established to pay the Series 2025
Bonds in full on the maturity or redemption date ("Verification"), (ii) an escrow deposit
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agreement (which shall be reasonably acceptable in form and substance to AG), and (iii)
an opinion of nationally recognized bond counsel to the effect that the Series 2025 Bonds
are no longer "Outstanding" under the Bond Resolution; each Verification and
defeasance opinion shall be reasonably acceptable in form and substance and addressed
to the Agency and AG. AG shall be provided with final drafts of the above-referenced
documentation not less than five (5) business days prior to funding of the escrow.
C. Series 2025 Bonds shall be deemed "Outstanding" under the Bond
Resolution unless and until they are in fact paid and retired or the above criteria set forth
in this Section 4 have been met.
SECTION 5. Covenants of the Agency and the Paying Agent. So long as the rights of
AG have not been suspended with respect to the Policy for any of the reasons set forth in Section
7, the Agency and the Paying Agent, as applicable, covenant and agree as follows:
A. After payment of reasonable expenses of the Paying Agent, the application
of funds realized upon a default shall be applied to the payment of expenses of the
Agency or rebate only after the payment of past due and current debt service on the
Bonds and amounts required to restore the Debt Service Reserve Account to the Reserve
Account Requirement.
B. AG shall be provided with the following information (the Paying Agent
being solely responsible for providing the information under clauses (iii) and (ix) as
applicable):
(i) Annual audited financial statements of the Agency within 240 days
after the end of each Fiscal Year and the Agency's annual budget within thirty
(30) days after the approval of such budget, together with such other information,
data or reports as AG shall reasonably request from time to time;
(ii) Notice of any draw upon the Debt Service Reserve Account within
two (2) business days after knowledge of such draw other than (a) withdrawals of
amounts in excess of the Reserve Account Requirement and (b) withdrawals in
connection with a refunding of any Bonds issued under the Bond Resolution;
(iii) Notice of any default known to the Agency or the Paying Agent
within five (5) business days after knowledge of such default;
(iv) Prior notice of the advance refunding or redemption of any of the
Series 2025 Bonds, including the principal amount, maturities and CUSIP
numbers of such Series 2025 Bonds;
(v) Notice of the resignation or removal of the Paying Agent and the
appointment of, and acceptance of duties by, any successor Paying Agent;
(vi) Notice of the commencement of any Insolvency Proceeding;
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(vii) Notice of the making of any claim in connection with any
Insolvency Proceeding seeking the avoidance as a preferential transfer of any
payment of the principal of, or interest on, the Series 2025 Bonds;
(viii) A full original transcript of all proceedings relating to the
execution of any modification or amendment to the Bond Resolution; and
(ix) All reports, notices and correspondence to be delivered to the
Holders of the Series 2025 Bonds under the terms of the Bond Resolution.
C. All information furnished pursuant to the Continuing Disclosure
Agreement shall also be provided by the Agency to AG, simultaneously with the
furnishing of such information.
D. Notwithstanding satisfaction of the other conditions for the issuance of
additional Bonds set forth in the Bond Resolution, no such issuance shall occur (i) if a
default exists unless such default shall be cured upon such issuance, and (ii) unless the
Debt Service Reserve Account is fully funded at the Reserve Account Requirement
(including the proposed additional Bonds) upon the issuance of such additional Bonds, in
either case unless otherwise permitted by AG.
E. The Agency shall not, without the prior written consent of AG, purchase
any Series 2025 Bonds in lieu of redemption if such Series 2025 Bonds are not canceled
upon purchase.
F. The Agency shall notify AG of any failure of the Agency to provide
notices, certificates and other information under the Bond Resolution.
SECTION 6. Expiration and Suspension. The terms and conditions of this Agreement
shall be subject to the following terms and conditions:
A. This Agreement shall expire when no Series 2025 Bonds remain
Outstanding and all amounts owed to AG shall have been paid in full.
B. The rights granted to AG hereunder shall be suspended, without further
action by the parties to this Agreement (other than the rights to be reimbursed or paid in
connection with any draw on the Policy), upon the occurrence and during the continuance
of any of the following events:
(i) AG shall be in default in the due and punctual performance of its
obligations under the Policy or if the Policy, for whatever reason, is determined
by a court or regulatory authority to not be enforceable and in full force and
effect;
(ii) AG shall apply for or consent to the appointment of a receiver,
custodian, trustee or liquidator of AG or of all or a substantial part of its assets, or
shall admit in writing its inability, or be generally unable, to pay its debts as such
debts become due, or shall make a general assignment for the benefit of its
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creditors, or commence a voluntary case under the Federal Bankruptcy Code (as
now or hereafter in effect) or shall file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts, or shall fail to convert in a timely and
appropriate manner, or acquiesce in writing to, any other petition tiled against AG
in any involuntary case under the Federal Bankruptcy Code (as now or hereafter
in effect), or shall take any other action for the purpose of effecting the foregoing;
or
(iii) A proceeding or case shall be commenced, without the application
or consent of AG, in any court of competent jurisdiction, seeking the liquidation,
reorganization, dissolution, winding up or composition or adjustment of debts of
AG or the appointment of a trustee, receiver, custodian, liquidator or similar
entity of AG or of all or a substantial part of its assets, or similar relief with
respect to AG is requested under any law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debts, and such
proceeding or case shall continue undismissed for a period of sixty (60) days from
the commencement of such proceeding or case, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue unstayed
in effect for a period of sixty (60) days from the entering of such order,judgment
or decree, or any order for relief against AG shall be entered in an involuntary
case under the Federal Bankruptcy Code (as now or hereafter in effect).
SECTION 7. Notices. Except as otherwise provided, any notice or other
communication required or permitted to be given in this Agreement shall be in writing or by
email or facsimile transmission, or by telephone with subsequent written confirmation, and may
be personally served or sent by United States mail, first class postage prepaid, and shall be
deemed to have been given upon receipt by the party notified. Information for the delivery of
notice (until a change in such information is delivered as provided in this Section 7) shall be as
follows:
If to the Agency: Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
Telephone: (305) 673-7010
Telecopier: (305) 673-7782
If to the Paying Agent: U.S. Bank Trust Company, National Association
6410 Southpoint Parkway, Suite 200
Jacksonville, Florida 32216
Telephone: (404) 965-7218
Telecopier: (904) 358-5374
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If to AG: Assured Guaranty Inc.
1633 Broadway
New York, New York 10019
Attention: Managing Director— Surveillance
Re: Policy No. 224371-N
Telephone: (212) 974-0100
E-mail: munidisclosure@agltd.com
The Agency, the Paying Agent and AG may, by notice given under this Agreement,
designate other addresses and telephone numbers to which notices or other communications shall
be directed. In each case in which a notice or other communication to be delivered to AG refers
to a default, then a copy of such notice or other communication shall also be sent to the attention
of the General Counsel for AG and shall be marked to indicate "URGENT MATERIAL
ENCLOSED."
SECTION 8. Miscellaneous.
A. This Agreement shall be binding upon and inure to the benefit of the
Agency, the Paying Agent and AG and their respective successors and assigns.
B. Section headings have been inserted in this Agreement as a matter of
convenience of reference only. The parties agree that such section headings will not
govern the interpretation of any provision of this Agreement.
C. This Agreement is intended solely for the benefit of the parties executing
this Agreement. Neither the Holders of the Bonds nor third parties are intended to be
beneficiaries of the terms and provisions of this Agreement. This Agreement may be
amended with the written consent of the parties executing this Agreement and any
provision of this Agreement may be waived by AG, without the need to provide notice to,
or obtain any consent from, any of the Holders of the Bonds.
D. This Agreement may be executed in any number of copies and by the
several parties on the same or separate counterparts, each of which shall be deemed to be
an original instrument.
E. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision of this Agreement.
F. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed in accordance with the laws of the State.
Venue shall be in Miami-Dade County, Florida.
G. This Agreement supersedes the provisions of the Bond Insurance
Commitment.
H. The parties hereto acknowledge and agree that the Agreement Regarding
Bond Insurance dated as of December 15, 2015 (the "Existing Agreement") remains in
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full force and effect and that nothing herein is intended to impair the obligations under
the Existing Agreement, including the obligation of the Agency to reimburse AG for all
amounts drawn under the Reserve Policy (as defined in the Existing Agreement) to make
payments on the Series 2015A Bonds (as defined in the Existing Agreement) or the
Series 2025 Bonds.
[Remainder of Page Intentionally Lett Blank]
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IN WITNESS WHEREOF, each of the following parties has caused this Agreement to be
executed by its duly authorized officer as of the date set forth above.
MIAMI BEACH DEVELOP • AGENCY
By:
Steven Meiner
Chairperson
U.S. BANK TRUST COMPANY,NATIONAL
ASSOCIATION,
as Paying Agent and Registrar
By:
Paul Henderson
Assistant Vice President
ASSURED GUARANTY INC.
By:
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IN WITNESS WHEREOF, each of the following parties has caused this Agreement to be
executed by its duly authorized officer as of the date set forth above.
MIAMI BEACH REDEVELOPMENT AGENCY
By:
Steven Meiner
Chairperson
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Paying Agent and Registrar
By:
Paul Henderson
Assistant Vice President
ASSURED GUARANTY INC.
By:
William Hogan
Managing Director
lI
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