Tab 00 Index MIAMI BEACH REDEVELOPMENT AGENCY
$240,910,000
Tax Increment Revenue Refunding Bonds, Series 2025
(City Center/historic Convention Village)
CLOSING MEMORANDUM
CLOSING
Date and Time of Pre-Closing July 24, 2025, at 1:00 P.M.
Date and Time of Closing August 7, 2025 at 10:00 A.M.
Place of Pre-Closing: Virtual Data Room created by Bond
Counsel
Place of Closing: By Telephone
A. GENERAL
The Miami Beach Redevelopment Agency (the "Agency") is issuing its Tax Increment
Revenue Refunding Bonds, Series 2025 (City Center/Historic Convention Village) (the "Series
2025 Bonds") pursuant to the Constitution and laws of the State of Florida, including Chapter
163, Part III, Florida Statutes, as amended, Resolution No. 619-2015 adopted by the Chairperson
and Members of the Agency (collectively, the "Commission") on October 14, 2015 (the
"Original Resolution"), as supplemented by Resolution No. 708-2025 adopted by the
Commission on May 21, 2025 (the "Series 2025 Resolution" and, together with the Original
Resolution, the "Bond Resolution"), Resolution No. 2025-33681 adopted by the Mayor and City
Commission of the City of Miami Beach, Florida (the "City") on May 21, 2025 (the "City
Approving Resolution"), and a certificate of the Chairperson of the Agency dated August 7, 2025
providing, among other things, certain details of the Series 2025 Bonds (the "Chairperson's
Certificate").
The proceeds of the Series 2025 Bonds, together with other available funds, will be used
to (i) refund all of the Agency's outstanding Tax Increment Revenue and Revenue Refunding
Bonds, Series 2015A (City Center/Historic Convention Village) (the "Series 2015A Bonds"),
except for $5,000 in principal amount of the mandatory sinking fund payment due February 1,
2044 on the Series 2015A Bonds maturing on February 1, 2044 (the "Refunded Series 2015A
Bonds"), and (ii) pay the costs of issuance of the Series 2025 Bonds and refunding the Refunded
Series 2015A Bonds, including the premium for the hereinafter defined Series 2025 Bond
Insurance Policy.
The Agency has entered into a Bond Purchase Agreement, dated July 9, 2025 (the "Bond
Purchase Agreement") with BofA Securities, Inc. (the "Senior Managing Underwriter"), acting
on behalf of itself and TRB Capital Markets, LLC d/b/a Estrada Hinojosa, Jefferies LLC, PNC
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Capital Markets LLC and Raymond James & Associates, Inc. (collectively, the "Underwriters")
for the sale by the Agency and purchase by the Underwriters of the Series 2025 Bonds.
Principal of and interest on the Series 2025 Bonds will be guaranteed by a municipal
bond insurance policy (the "Series 2025 Bond Insurance Policy") issued by Assured Guaranty
Inc. ("AG").
B. ACTIONS TAKEN PRIOR TO CLOSING
Among the actions taken prior to Closing were the following:
October 14, 2015 The Agency adopted the Original Resolution.
May 21, 2025 The Agency adopted the Series 2025 Resolution.
May 21, 2025 The City adopted the City Approving Resolution.
June 27, 2025 The Preliminary Official Statement dated June 27, 2025 (the
"Preliminary Official Statement") was distributed.
July 9, 2025 The Series 2025 Bonds were awarded to the Underwriters pursuant
to the Bond Purchase Agreement.
C. CLOSING DOCUMENTS
Basic Documents
1. Certified Copy of the Original Resolution.
2. Certified Copy of the Series 2025 Resolution.
3. Certified copy of the City Approving Resolution.
4. Certified Copy of Resolution No. R-1002-24 adopted by the County on November 6, 2024,
among other things, authorizing the execution of the Sixth Amendment to the Interlocal
Cooperation Agreement and approving the issuance of the Series 2025 Bonds.
5. Interlocal Cooperation Agreement dated November 16, 1993 by and between the County and the
City, as amended.
6. Chairperson's Certificate.
7. Specimen copies of Series 2025 Bonds.
8. Copy of Series 2025 Bond Insurance Policy.
9. Agreement Regarding Bond Insurance dated as of August 7, 2025 by and among the Agency,
U.S. Bank Trust Company, National Association, as Paying Agent and Registrar (the "Paying
Agent"), and AG.
10. Disclosure Dissemination Agent Agreement dated as of August 7, 2025 between the Agency and
Digital Assurance Certification LLC.
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11. Paying Agent and Registrar Agreement dated as of August 7, 2025 between the Agency and the
Paying Agent.
Sale Documents
12. Preliminary Official Statement.
13. Official Statement dated July 9, 2025.
14. Notice of Sale to Division of Bond Finance pursuant to Section 218.38, Florida Statutes.
15. Bond Purchase Agreement, including Disclosure and Truth-in-Bonding Statement of
Underwriters.
16. Anti-Human Trafficking Affidavit of the Senior Managing Underwriter.
17. (a) Preliminary Blue Sky Survey.
(b) Final Blue Sky Survey.
Closing Documents and Certificates
18. Incumbency and Signature Certificate of the Agency.
19. General Certificate of the Agency, including certifications required under Section 6(b)(viii) of
the Bond Purchase Agreement.
20. Certificate of the Agency required under Section 304(H)(3) of the Original Resolution.
21. Tax Compliance Certificate of the Agency relating to the Series 2025 Bonds, including
certifications of the Underwriters, the Financial Advisor and AG.
22. Form 8038-G relating to the Series 2025 Bonds.
23. Order to Deliver Series 2025 Bonds.
24. Certificate of Delivery and Payment and Application of Proceeds.
25. Certificate of the Registrar and Paying Agent.
26. Anti-Human Trafficking Affidavit of the Paying Agent.
27. Certificate of AG.
28. Anti-Human Trafficking Affidavit of AG.
29. Underwriters' Receipt of Series 2025 Bonds.
Refunding Documents
30. (a) Conditional Redemption Direction Letter from the Agency.
(b) Conditional Notice of Redemption.
31. Confirmation of sending Conditional Notice of Redemption.
32. Certificate of U.S. Bank Trust Company, National Association, as Paying Agent for the
Refunded Series 2015A Bonds, as to redemption and payment of the Refunded Series 2015A
Bonds.
Opinions
33. Approving Opinion of Squire Patton Boggs (US) LLP, Bond Counsel ("Bond Counsel").
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34. Supplemental Opinion of Bond Counsel.
35. Opinion of Bond Counsel to AG.
36. Opinion of Ricardo J. Dopico, Esq., General Counsel of the Agency and City Attorney required
under Section 6(b)(vi) of the Bond Purchase Agreement.
37. Opinion of Law Offices of Steve E. Bullock, P.A., Disclosure Counsel ("Disclosure Counsel").
38. Reliance Letter of Disclosure Counsel.
39. Opinion of Greenberg Traurig, P.A., Counsel to the Underwriters.
40. Opinion of Counsel to AG.
Miscellaneous
41. Affidavit of Publication of Notice of Public Hearing.
42. Notices to Taxing Authorities required pursuant to Section 163.346, Florida Statutes.
43. Evidence of Ratings.
44. Certificate required pursuant to Section 189.051, Florida Statutes.
45. Division of Bond Finance Form Nos. BF-2003, BF-2004A and BF-2004B.
46. Copy of Blanket Issuer Letter of Representations from the Agency to The Depository Trust
Company.
47. Senior Managing Underwriter's Closing Memorandum.
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