2014-28609 Reso RESOLUTION NO.2014-28609
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA ("CITY") APPROVING AND AUTHORIZING
THE CITY MANAGER TO TAKE THE FOLLOWING ACTIONS, SUBJECT TO
AND CONDITIONED UPON THE SUCCESSFUL NEGOTIATION BETWEEN
THE CITY AND MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC.
("MOUNT SINAI") OF THE GRANT AGREEMENT, LEASE AGREEMENT,
BAYWALK EASEMENT, AND ADDITIONAL BENEFITS (ALL AS
HEREINAFTER DEFINED): 1) AUTHORIZING A GRANT CONTRIBUTION
TO MOUNT SINAI, IN THE AMOUNT OF $15,000,000 ("GRANT MONIES"),
PAYABLE COMMENCING ON SEPTEMBER 15, 20159 OVER A TERM OF 15
YEARS, FOR THE SOLE PURPOSE OF REIMBURSING MOUNT SINAI FOR
HARD AND SOFT COSTS ASSOCIATED WITH MOUNT SINAI'S
EMERGENCY ROOM EXPANSION PROJECT (THE "ER PROJECT"); 2)
REIMBURSING MOUNT SINAI FOR ALL CITY BUILDING PERMIT FEES IN
CONNECTION WITH THE HOSPITAL IMPROVEMENTS (AS HEREINAFTER
DEFINED), UP TO (BUT NOT TO EXCEED) $1,500,000; 3) COVENANTING TO
ANNUALLY BUDGET AND APPROPRIATE THE ANNUAL INSTALLMENT
PAYMENT OF THE GRANT MONIES FROM LEGALLY AVAILABLE NON-
AD VALOREM REVENUES; 4) DELEGATING AUTHORITY TO THE CITY
MANAGER TO NEGOTIATE THE FINAL TERMS OF THE GRANT
AGREEMENT WITH MOUNT SINAI ("GRANT AGREEMENT"); 5) ALSO
DELEGATING AUTHORITY TO THE CITY MANAGER TO NEGOTIATE A) A
LEASE AGREEMENT WITH MOUNT SINAI FOR THE CITY'S EMERGENCY
MANAGEMENT OFFICE, WITH SUCH LEASED PREMISES HAVING UP TO
2000 SQUARE FEET, TO BE LOCATED IN THE NEW EMERGENCY ROOM
FACILITY, FOR A TERM OF 50 YEARS AND $1 PER YEAR TOTAL RENT
("LEASE AGREEMENT"), B) A PERPETUAL PUBLIC ACCESS EASEMENT
IN FAVOR OF THE CITY, ALONG THE NORTHERN AND WESTERN
BOUNDARIES OF THE MOUNT SINAI PROPERTY FOR THE PURPOSE OF
THE CITY'S CONSTRUCTION, MAINTENANCE AND OPERATION OF A
PUBLIC BAYWALK("BAYWALK EASEMENT"); AND C)ADDITIONAL CITY
BENEFITS PROFERRED BY MOUNT SINAI AS ADDITIONAL
CONSIDERATION FOR THE CITY'S AWARD OF THE GRANT, SUCH
BENEFITS TO INCLUDE (i) 700 ONE-DAY PARKING VOUCHERS PROVIDED
TO THE CITY ANNUALLY FOR DISTRIBUTION BY THE CITY TO SENIOR
CITIZENS, (ii) QUARTERLY OUTREACH SEMINARS PROVIDED BY
MOUNT SINAI AT SENIOR CENTERS IN THE CITY, AND (iii)
PARTICIPATION BY MOUNT SINAI IN PROGRAMS RELATED TO HEALTH
CARE AND CAREERS IN THE HEALTH CARE INDUSTRY AT SCHOOLS
LOCATED IN THE CITY; AND 6) FURTHER DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE THE GRANT AGREEMENT, LEASE
AGREEMENT, AND ACCEPT THE BAYWALK EASEMENT UPON
CONCLUSION OF SUCCESSFUL NEGOTIATIONS.
WHEREAS, since its founding in 1949, Mount Sinai has faithfully served the residents of the
City, Miami Dade County, and their visitors and guests; and
WHEREAS, over the course of its history, Mount Sinai's mission and importance to the local
community has greatly expanded to include its designation as one of only ten statutorily designated
teaching hospitals in the State of Florida, and the City's largest private employer; and
WHEREAS, Mount Sinai has over 200,000 inpatient and outpatient admissions annually; and
WHEREAS, Mount Sinai is currently the only hospital and emergency healthcare services
provider on the barrier islands to service Miami Beach's more than 5 million annual visitors;and
WHEREAS, the Emergency Room ("ER") was constructed in 1972 and is comprised of
approximately 16,000 square feet of space; and
WHEREAS, ER utilization increased 46%, from 28,917 visitors in 2002, to 42,238 visitors in
2012, and is anticipated to increase approximately 49%, to a total of 62,800 visitors by 2020; and
WHEREAS, the aforementioned ER utilization rates occurred during a period of time in the
City's history when its resident population remained static or experienced slight declines; and
WHEREAS, ER utilization rates are highly correlated to increase in average daily visitors, with
visitor rates during the same ten-year period between 2002 and 2012 experiencing similar annual growth
trends, yielding a.969 correlation co-efficient between growth in the tourism industry and ER usage; and
WHEREAS, Mount Sinai desires to improve, renovate, construct and expand its current medical
center including, without limitation, its current emergency room facility (the "ER project") in order to,
among other things, accommodate increased utilization rates; and
WHEREAS, the Mayor and City Commission hereby find and declare that the ER Project (as
defined in this Resolution) is a capital improvement to a physical asset which is essential to the welfare,
safety, and well-being of the residents of, and visitors to, the City, and that, as such, the Project serves a
vital public purpose to the City; and
WHEREAS, non-ad valorem revenues may, in part, be utilized to fund capital improvements and
the maintenance of all physical assets which are essential to the welfare, safety, and well-being of the
residents of, and visitors to,the City, and which serve a public purpose to the City.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that, subject to and conditioned
upon the successful negotiation of the Grant Agreement, Lease Agreement, Baywalk Easement, and
Additional City Benefits (all, as defined in this Resolution), the Mayor and City Commission hereby
approved and authorize the following actions:
Section 1. The City is hereby authorized to provide Mount Sinai with a grant, to be funded
as provided in Section 2 below, in the amount of$15,000,000, paid in annual installments over a 15-year
term of$1,000,000 (the "Grant Monies"). The Grant Monies shall be used solely for the ER Project and,
at a minimum, the Grant Agreement shall give the City audit and inspection rights to ensure this. Prior to
payment of the first installment of the Grant Monies to Mount Sinai, Mount Sinai shall demonstrate, to
the satisfaction of the City's Chief Financial Officer,that it has the necessary funds ready and available to
undertake and complete the ER Project. Provided the City and Mount Sinai a) successfully negotiate the
final terms of, and execute, the Grant Agreement and Lease Agreement; b) as to the Baywalk Easement,
that Mount Sinai executes and conveys and the City accepts, such Easement; and c) the City and Mount
Sinai negotiate the final terms for Mount Sinai's provision of the Additional City Benefits, the term of the
Grant Agreement shall commence at the start of the City's 2014-2015 Fiscal Year. The Grant Monies
shall be used for the sole purpose of reimbursing Mount Sinai for costs associated with the ER Project.
Section 2. The City s hereby authorized to reimburse Mount Sinai in an ty y amount up to, but
not to exceed, $1,500,000, for all City building permits required for the ER Project, as well as City
building permit fees incurred by Mount Sinai in connection with other hospital improvements which
Mount Sinai intends to undertake concurrent with the ER Project. In addition to the ER Project, these
improvements include the improvement, renovation, construction, and expansion of the current medical
center facilities and work in connection with the Hospital's seawalls (together with the ER Project, the
aforestated improvements are collectively referred to as the"Hospital Improvements").
Section 3. The City is hereby authorized to covenant to budget and appropriate in its annual
budget, by amendment if necessary, from legally available non-ad valorem revenues in the then current
fiscal year, amounts sufficient to pay the Grant Monies coming due in such fiscal year, until paid in full.
Such covenant to budget and appropriate funds shall be subject to the terms and conditions negotiated in
the final Grant Agreement and, subject further to the successful negotiation and execution by the City and
Mount Sinai of the Grant Agreement and Lease Agreement; successful negotiation, execution and
conveyance by Mount Sinai, and acceptance by the City of the Baywalk Easement; and successful
negotiation of the final terms under which Mount Sinai shall provide the Additional City Benefits.
Section 4. The City Manager is authorized to negotiate the Grant Agreement, consistent
with the business terms set forth in this Resolution. Said Agreement shall also reserve to the City, at is
sole option, the right to pre-pay the Grant Monies, without penalty or premium and with such discounts
(if any)as may be reflected in the Grant Agreement.
Section 5. The City Manager is also authorized to negotiate the Lease Agreement (or
"Lease") for the City's use of up to 2000 square feet of space in the new expanded Emergency Room
Facility, in a space to be determined by the City and Mount Sinai. Said Lease shall be for the operation of
the City's Emergency Management Office for an initial minimum term of 50 years and a total rental
amount of$1 per year(the City's consideration for rent on the Lease being the Grant Monies). The City
shall bear all costs associated with the tenant build-out of the Lease premises.
Section 6. The City Manager is further authorized to negotiate a perpetual public access
easement with Mount Sinai(as grantor)along the northern and western bay front boundaries of the Mount
Sinai property, for the City's (as grantee) construction, maintenance and operation of a public baywalk
("Baywalk Easement"). The Baywalk Easement would have approximately a minimum fifteen foot(15')
width, subject to existing impediments to that width, and would be designed by the City to accommodate
pedestrian and bicycle use and (as determined by the City) would also allow for the inclusion of other
amenities such as benches, a kayak stop, and a fishing pier.
Section 7. The City Manager shall include the Additional City Benefits in the Grant
Agreement, and is further authorized to negotiate the final specific terms under which Mount Sinai shall
provide the Additional Benefits.
Section 8. , The Mayor, City Clerk, City Manager, City Attorney, and Chief Financial
Officer are hereby authorized and directed to do all things and execute any and all documents necessary
to carry-out the intent of this Resolution including, without limitation, engaging the City's bond counsel
(or other outside counsel selected by the City Attorney) to assist in the negotiation and execution of the
Grant Agreement and Lease Agreement. In the event that the City retains bond counsel (or other outside
counsel) to assist in the negotiation and execution of the Grant Agreement and Lease Agreement, Mount
Sinai shall pay any and all costs associated with the City's legal fees with respect thereto. Additionally,
Mount Sinai and its authorized representatives and the City Manager, City Attorney, and Chief Financial
Officer hereby pledge to each other to use and make all good faith reasonable efforts to negotiate the
Lease Agreement, Baywalk.Easement, and Additional Benefits in accordance with the minimum business
terms set forth for each pursuant to this Resolution. Upon conclusion of successful negotiation by the
City and Mount Sinai of the Grant Agreement, Lease Agreement (the "Agreements"), and Baywalk
Easement, the Mayor and City Clerk are hereby authorized to execute the Agreements and, in the case of
the Baywalk Easement, upon successful negotiation and execution of the Easement and execution and
conveyance of the Easement to the City by Mount Sinai, the Mayor and City Commission are hereby
authorized to accept such Easement.
PASSED AND ADOPTED this 02,00 day of �(� , 2014.
MAYOR '
ATTEST:
INCCRF+JORA TtD`
Y CLE
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F:WTTO\AGUR\RESOS-ORD\Mount Sinai Medical Center-Resort Tax Resolution(Final 6-4-14).docx
APPROVED AS TO
FORM &LANGUAGE
&Ff)R EXECUTION
City Attorney Da e
GRANT AGREEMENT
This Grant Agreement ("Agreement") is made effective as of this day of
, 2014 (the "Effective Date"), by and between the City of Miami Beach, Florida, a
municipal corporation duly organized and existing under the laws of the State of Florida (the
"City") and Mount Sinai Medical Center of Florida, Inc., a Florida not-for-profit corporation (the
"Hospital") (the City and the Hospital each, a "Party" and collectively, the "Parties").
RECITALS
A. The Hospital desires to improve, renovate, construct and expand its current
medical center, including, without limitation, the ER Project (as hereinafter defined),
improvements to existing medical center facilities, and any work in connection with the
Hospital's seawall (collectively, the "Hospital Improvements").
B. The Parties acknowledge and agree that, as a critical component of the Hospital
Improvements, the Hospital shall improve, renovate, construct and expand its current emergency
room facility (the "ER") in order to, among other things, accommodate increased utilization rates
(the ER component of the Hospital Improvements is hereinafter referred to as the "ER Protect").
C. The Parties acknowledge and agree that (i) the Hospital and the ER serve a vital
public purpose to the City, and (ii) the Hospital Improvements, including the ER Project,
constitute capital improvements to a physical asset which is essential to the welfare, safety, and
well-being of the residents of, and visitors to, the City.
D. Reference is made to that certain Resolution No. 2014-28609, passed and adopted by the
Mayor and City Commission of the City on May 28, 2014, and attached and incorporated as
Exhibit "A" hereto (the "Resolution"), in which, among other things, representatives of the City
authorized and approved the City's financial support of the ER Project and the Grant (as
hereinafter defined), subject to the terms and conditions of this Agreement, and subject further to
(i) the Hospital and City entering into a lease for certain premises within the new ER facility for
use by the City as an emergency management office (the "Lease"); (ii) the grant of a perpetual
public access easement by the Hospital, as grantor, in favor of the City, as grantee, for the City's
construction, operation and maintenance of a public baywalk along the bayfront boundaries of
the Hospital's property (the "Baywalk Easement"); (iii) seven hundred (700) one-day parking
vouchers provided to the City annually for distribution by the City at senior centers located
within the City ("Senior Centers"); (iv) quarterly outreach seminars (lectures) provided by the
Hospital at the Senior Centers; and (v) participation by the Hospital in programs related to health
care, careers in health care (such as career days) at schools located within the City, (subsections
(iii) through (v) are hereinafter referred to as "Additional City Benefits" .)
E. Consequently, and in furtherance of the Resolution, the City desires to grant to the
Hospital a grant, in the aggregate sum of$15,000,000 the "Grant" and any portion of such sum,
"Grant Monies") in accordance with the general terms and conditions contained in this
Agreement.
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F. In addition to and separate from the Grant, the City shall reimburse the Hospital
for fees paid by the Hospital to the City for building permits in connection with the Hospital
Improvements (the "Fee Reimbursement"). In no event shall the City's obligation to reimburse
the Hospital for the Fee Reimbursement exceed the amount of$1,500,000.
NOW THEREFORE, it is hereby mutually covenanted and agreed by and between the
Parties hereto that this Agreement is made in consideration of the terms, covenants and
conditions hereinafter set forth.
ARTICLE 1 —THE GRANT
1.1 The Recitals above are incorporated herein by reference.
1.2 The City hereby approves and authorizes the Grant and agrees to pay the Grant to the
Hospital, but solely from Non-Ad Valorem Revenues (as hereinafter defined) as provided
in Section 2.6., for the sole purpose of reimbursing a portion of the Hospital's hard and
soft costs incurred in connection with the ER Project (such costs, the "ER Project
Costs"), as further set forth herein.
1.3 The Hospital agrees and covenants to use the Grant (including, without limitation, all
portions of the Grant Monies) solely for the purpose of defraying a portion of the ER
Project Costs ("Hospital Compliance").
1.4 The City hereby approves and authorizes the Fee Reimbursement and agrees to pay the
Fee Reimbursement to the Hospital, but solely from Non-Ad Valorem Revenues as
provided in Section 2.6., as further set forth herein. The Hospital agrees and covenants to
use the Fee Reimbursement solely for defraying the City building permit fees incurred by
the Hospital in connection with the Hospital Improvements.
1.5 The term of this Agreement (the "Terra") will commence on the Effective Date and will
terminate, whereupon the Parties shall be released from all further obligations under this
Agreement, except those obligations which expressly survive the termination of this
Agreement, upon (i) the Grant being fully paid by the City to the Hospital,.and (ii) the
Hospital's application, receipt of, and payment for, all building permits required from the
City-in connection with the Hospital Improvements and the payment of the Fee
Reimbursement thereof, by the City to the Hospital (up to, but not to exceed, the amount
of $1,500,000). Notwithstanding the preceding, or any other term or condition of this
Agreement, the Parties hereby agree and acknowledge that the Lease, and the Baywalk
Easement are intended to survive the term/termination of this Agreement. Additionally,
regardless of whether the City prepays the Grant, the Hospital's obligations to provide the
Additional City Benefits shall remain in full force and effect for the full fifteen (15) year
duration of the Installment payments.
ARTICLE 2—FUNDING
2.1 The Grant shall be paid by the City to the Hospital in fifteen (15) consecutive annual
installments of $1,000,000 (each such funding, an "Installment"); provided, however,
that, at the City's discretion, the City may be excused from payment of an Installment for
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a period of up to one (1) year in the event of a force majeure, as provided in Section 6.11
hereof.
2.2 Commencing with the first Installment payment on September 15, 2015, (the "Initial
Payment Date") each Installment shall be paid by the City to the Hospital on or before
September 15 of such year (each, a "Payment Date") by wire transfer to an account
designated by the Hospital; provided, however, that the City shall not be required to make
the first Installment payment unless and until (i) the Parties have executed the Lease; (ii)
the Parties have negotiated the terms of the Baywalk Easement, based upon the minimum
business terms set forth in the Resolution and the Hospital has conveyed a final executed
Baywalk Easement to the City; and (iii) the Parties have negotiated and mutually agreed
upon the terms of the Additional City Benefits, based upon the minimum terms set forth
in the Resolution and the Recitals contained in this Agreement and, based upon such
mutual agreement, the Hospital has commenced performance of such Benefits
(hereinafter, (i) through (iii) may also be referred to as the "Conditions Precedent").
2.3 If the Hospital has incurred, and paid, City building permit fees in connection with the
Hospital Improvements that may be reimbursed pursuant to a Fee Reimbursement, then
.the Hospital shall provide written notice to the City (a "Reimbursement Request"),
accompanied by evidence of payment and such other supporting documentation, as may
be reasonably requested by the City, specifying the applicable building permit and the fee
amount related thereto.
2.4 Within thirty (30) days after the City's receipt of a Reimbursement Request, the City shall
provide written notice to the Hospital indicating its intent (i) to pay the Fee
Reimbursement in the amount set forth in the Reimbursement Request; (ii) to pay the Fee
Reimbursement in an amount other than that set forth in the Reimbursement Request; or
(iii),not to pay the Fee Reimbursement, or any amount thereof, as requested in the
Reimbursement Request. In the event that the City responds in accordance with clause (i)
of the preceding sentence, the City shall fund the Fee Reimbursement to the Hospital
within five (5) days thereof. In the event that the City responds in accordance with clause
(ii) or (iii) of this Section 2.4, the City and the Hospital agree to cooperate with each
other for the purpose of establishing the accurate amount to be paid, if any, pursuant to a
Fee Reimbursement as soon as practicable thereafter, and the agreed-upon amount of the
Fee Reimbursement shall be paid within five (5) days of the agreement thereof.
2.5 The City may, at its option and upon thirty (30) days prior written notice to the Hospital,
prepay any amount of the Grant and/or Fee Reimbursement in whole or in part to the
Hospital. Any prepaid amount attributable to the Grant shall be deducted from the
scheduled Installments as determined by the City. If a notice of prepayment is given by
the City to the Hospital pursuant to this Section 2.5, the amount designated for
prepayment shall be due and payable on the proposed prepayment date, and shall be
made in the manner of Installment payments as set forth in Section 2.2.
2.6 Notwithstanding anything to the contrary contained in this Agreement or elsewhere, the
obligations of the City under this Agreement shall be subject to the provisions of this
Section 2.6. The City covenants to budget and appropriate in its annual budget, by
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amendment, if required, from Non-Ad Valorem Revenues, amounts sufficient to pay the
amounts due under. this Agreement as the same shall become due. Such covenant to
budget and appropriate from Non-Ad Valorem Revenues shall be cumulative to the
extent not paid and shall continue until such Non-Ad Valorem Revenues sufficient to
make all required payments have been budgeted, appropriated and used to pay such
amounts. The Hospital and the City acknowledge the existence of Section 166.241,
Florida Statutes, which prescribes the budgetary process of the City and which prohibits
any expenditure or contractual obligation therefor from being made or incurred except in
pursuance of budgeted appropriations.
The City shall not be obligated to maintain or continue any of the activities of the City
which generate Non-Ad Valorem Revenues. In addition, in any fiscal year of the City,
the City may pay or make provision for payment of the expenses of providing Essential
Government Services (as defined below) of the City due or coming due in such fiscal
year from Non-Ad Valorem Revenues prior to being required to use any Non-Ad valorem
Revenues to pay amounts due hereunder.
Any Non-Ad Valorem Revenues which are restricted by a contract from being used to
pay the amounts due hereunder shall not be subject to the covenant to budget and
appropriate. Any Non-Ad Valorem Revenues which are prohibited by a general or
special law of the State of Florida from being used to pay the amounts due hereunder
shall not be subject to the covenant to budget and appropriate. Any source of Non-Ad
Valorem Revenues which is created after the date hereof and which is prohibited by a
general or special law of the State of Florida from being used to pay the amounts due
hereunder shall not be subject to the covenant to budget and appropriate.
The covenant to budget and appropriate set forth in this Section 2.,6 does not create a lien
upon or pledge of the Non-Ad Valorem Revenues, nor does it preclude the City from
pledging in the future the Non-Ad Valorem Revenues, nor does it require the City to levy
and collect any particular Non-Ad Valorem Revenues, nor does it give the Hospital a
prior claim as opposed to claims of general creditors of the City. The City is not and
shall not be liable for the payment of the amounts due hereunder from any property other
than the Non-Ad Valorem Revenues as set forth in this Section 2.6. The Hospital shall
not have any right to resort to legal or equitable action to require or compel the City to
make any payment required hereunder from any source other than the Non-Ad Valorem
Revenues as set forth in this Section 2.6.
"Non-Ad Valorem Revenues" means in any fiscal year of the City, all revenues received
by the City in such fiscal year that are not derived from ad valorem taxation.
"Essential Government Services" means the provision of public safety and general
governmental services by the City, the expenditures for which are set forth as the line
items entitled "General Government Expenditures" and "Public Safety Expenditures" (or
similar fine items) as reflected in the City of Miami Beach Statement of Revenues,
Expenditures and Changes in Fund Balances - Governmental Funds and as reported in the
City's Comprehensive Annual Financial Report.
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ARTICLE 3—CONDITIONS TO INITIAL FUNDING;
3.1 Notwithstanding anything else contained herein, as soon as practicable after the Effective
Date, the Hospital shall demonstrate, to the reasonable satisfaction of the City's Chief
Financial Officer (the "CFO's Approval"), that appropriate financing is in place for the
Hospital to commence the ER Project and, once commenced, that the Hospital has the
necessary funds to continuously prosecute such Project in good faith and with due
diligence, until completed. On or before that date which is ninety (90) days prior to the
Initial Payment Date, the City shall deliver written notice to the Hospital of the CFO's
Approval or a written notice containing instructions detailing how the Hospital may
obtain such approval (the "CFO's Instructions"). In the event that the City delivers the
CFO's Approval, and provided further that the Hospital has satisfied the Conditions
Precedent in Section 2.2 hereof, the initial Installment shall be made on the Initial
Payment Date. In the event that the City delivers the CFO's Instructions, and/or the
Hospital has not satisfied all or any of the Conditions Precedent, the City and the Hospital
agree to cooperate with each other for the purpose of obtaining the CFO's Approval
and/or satisfying the Conditions Precedent as soon as practicable thereafter, and the
initial Installment shall be made on the later of the Initial Payment Date or within five (5)
days of the City's delivery of written notice of the CFO's Approval and/or satisfaction of
the Conditions Precedent. For the avoidance of any doubt, from and after the time of the
CFO's Approval, all subsequent Installments shall be due on the applicable Payment
Date, except as may be otherwise provided herein.
ARTICLE 4—HOODS AND RECORDS; INSPECTION RIGHTS
4.1 The Hospital shall maintain adequate records to justify all charges, expenses, and costs
incurred which represent the (i) Grant funded portion of the ER Project and the (ii) Fee
Reimbursement, for at least three (3) years after completion of the ER Project. The City
shall have access to all books, records, and documents as required in this Article for the
purpose of inspection or auditing during normal business hours.
4.2 The Hospital shall maintain accounts, books and records in connection with the Grant
(including, without limitation, all portions of the Grant Monies) and the Fee
Reimbursement. The Hospital shall use reasonable commercial efforts to maintain such
accounts, books and records in such a manner that it will not be unduly costly or difficult
for the City to segregate, ascertain or identify the use of Grant Monies and/or the Fee
Reimbursement to determine Hospital Compliance, determine compliance with the Fee
Reimbursement or to otherwise determine Hospital compliance with the other terms and
conditions of the Grant (including, without limitation, ongoing compliance with the
Additional Benefits) during a City Inspection(as hereinafter defined).
4.3 The City shall have inspection and audit rights to determine compliance with items in
Section 4.2 hereof(the "City Inspection") as follows:
(i) At any time during the Term of this Agreement, the City or its
designated agent may examine, in accordance with generally accepted accounting
principles, all records directly or indirectly related to the Grant for the purpose of
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determining Hospital Compliance or compliance with any of the other items delineated in
Section 4.2; provided, however, that in the event the City should become involved in a
legal dispute with a third party arising in connection with this Agreement, the Hospital
shall extend the period for City Inspection until the final disposition of the legal dispute
or such other time as the Parties may agree.
(ii) Any City Inspection shall be (A) subject to the City providing the
Hospital with three (3) business days prior written notice thereof; and (B) performed
during the regular business hours of the Hospital on regular business days of the Hospital.
ARTICLE 5—BREACH, OPPORTUNITY TO CURE AND TERMINATION
(a) Each of the following shall constitute a default by the Hospital:
(1) If the Hospital uses all or any portion of the Grant Monies for costs not
associated with the ER Project, or the Hospital uses all or any portion
of the Fee Reimbursement for purposes other than to reimburse
Hospital for costs incurred for City building permit fees for the
Hospital Improvements, and the Hospital fails to cure its default within
thirty (30) days after written notice of the default is given to the
Hospital by the City; provided, however, that if not reasonably possible
to cure such default within the thirty (3 0) day period, such cure period
shall be extended for up to ninety (90) days following the date of the
original notice if within thirty (30) days after such written notice the
Hospital commences diligently and thereafter continues to cure.
(2) If the Hospital shall breach any of the other covenants or provisions in
this Agreement, and the Hospital fails to cure its default within thirty
(30) days after written notice of the default is given to the Hospital by
the City; provided, however, that if not reasonably possible to cure
such default within the thirty (30) day period, such cure period shall be
extended for up to ninety (90) days following the date of the original
notice if within thirty (30) days after such written notice the Hospital
commences diligently and thereafter continues to cure.
(b) Remedies:
(1) Upon the occurrence of a default as provided in Section 5(a), and such
default is not cured within the applicable grace period, the City, in
addition to all other remedies conferred by this Agreement, the
Hospital shall reimburse the City, in whole or in part, as the City shall
determine, all Grant Monies and Fee Reimbursements provided by the
City hereunder; provided, however, that if the Parties have negotiated
the final terms of the Additional Benefits and the Hospital has
commenced performance of the Additional Benefits subject to those
terms, but subsequently defaults on its obligation to provide such
Benefits, then the City's remedies for such default shall be limited to
those provided in Article 5(b)(2) below.
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(2) The City may institute litigation to recover damages for any default or
to obtain any other remedy at law or in equity (including specific
performance, permanent, preliminary or temporary injunctive relief,
and any other kind of equitable remedy).
(3) The rights and remedies of the City are cumulative and the exercise by
the City of one or more of such rights or remedies shall not preclude
the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default.
(4) Any failure of the City to exercise any right or remedy as provided in
this Agreement shall not be deemed a waiver by the City of any claim
for damages it may have by reason of the default.
5 Upon the occurrence of a default he Hospital which remain
( ) p by t Hosp to c s
uncured within the time periods provided in Article 5(a), the City may
terminate this Agreement, upon written notice to Mount Sinai. Upon
termination of this Agreement, the City shall have no further liability
or obligation to the Hospital.
ARTICLE 6—GENERAL PROVISIONS
6.1 The City's obligations to fund the Grant and the Fee Reimbursement to the
Hospital are separate, apart and in addition to, and are not and shall not be
deemed to be part of or included within any or all other financial obligations of
the City to the Hospital, if any.
6.2 Failures or waivers to insist on strict performance of any covenant, condition, or
provision of this Agreement by the Parties, their successors and assigns shall not
be deemed a waiver of any of its rights or remedies, nor shall it relieve the other
Party from performing any subsequent obligations strictly in accordance with the
terms of this Agreement.No waiver shall be effective unless in writing and signed
by the Party against whom enforcement is sought. Such waiver shall be limited to
provisions of this Agreement specifically referred to herein and shall not be
deemed a waiver of any other provision. No waiver shall constitute a continuing
waiver unless the writing states otherwise.
6.3 Should any term or provision of this Agreement be held, to any extent, invalid or
unenforceable, as against any person, entity or circumstance during the term
hereof, by force of any statute, law or ruling of any forum of competent
jurisdiction, such invalidity shall not affect any other term or provision of this
Agreement, to the extent this Agreement shall remain operable, enforceable and
in full force and effect to the extent permitted by law.
6.4 This Agreement may be amended only with the written approval of the Parties.
6.5 This Agreement states the entire understanding and agreement between the Parties
and supersedes any and all written or oral representations, statements,
7
4298716/2/MIAMI
negotiations or agreements previously existing between the Parties with respect to
the subject matter of this Agreement.
6.6 The Parties agree that time is of the essence in the performance of each and every
obligation under this Agreement.
6.7 In the event a dispute arises that the Parties cannot resolve between themselves,
the Parties shall have the option to submit their dispute to non-binding mediation.
The mediator or mediators shall be impartial, shall be selected by the Parties, and
the cost of the mediation shall be borne equally by the Parties.
6.8 The City's obligation to fund all or any portion of the Grant is subject to and
contingent upon such funding continuing to be allowed and permissible pursuant
to applicable Florida law, as same may be amended from time to time. In the
event that City's performance and obligation to the Hospital with respect to the
Grant is rendered impossible by applicability of law(s), then the Parties agree that
City's obligation shall be extinguished, and that neither Party shall have any
further liability to the other with respect to the Grant.
6.9 In the event that the City or the Hospital institutes any action or suit to enforce the
provisions of this Agreement, the prevailing party in such litigation shall be
entitled to reasonable costs and attorney's fees at the trial, appellate and post-
judgment levels. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The City and the Hospital agree
to submit to service of process and jurisdiction of the State of Florida for any,
controversy or claim arising out of or relating to this Agreement or a breach of
this Agreement. Venue for any court action between the parties for any such
controversy arising from or related to this Agreement shall be in the Eleventh
Judicial Circuit in and for Miami-Dade County, Florida, or in the United States
District Court for the Southern District of Florida, in Miami-Dade County,
Florida.
6.10 Any notice, consent or other communication required to be given under this
Agreement shall be in writing, and shall be considered given when delivered in
person or sent by facsimile or electronic mail (provided that any notice sent by
facsimile or electronic mail shall simultaneously be sent personal delivery,
overnight courier or certified mail as provided herein), one business day after
being sent by reputable overnight carrier or 3 business day after being mailed by
certified mail, return receipt requested, to the parties at the addresses set forth
below(or at such other address as a party may specify by notice given pursuant to
this Section to the other party):
To:. The City: To: The Hospital:
8
4298716/2/MIAMI
i
6.11 Force M jeure. Whenever a period of time is herein prescribed for the
taking of any action by a Party hereunder (including, without limitation, the time periods
prescribed under Article 2 hereof for payment of an Installment or a Fee Reimbursement), such
Party shall not be liable or responsible for any delays(including, without limitation, any delay by
the City in making an Installment Payment or a Fee Reimbursement payment), nor shall such
Party be obligated to perform hereunder, nor deemed to be in default hereunder, if the required
action or performance of a Party is prevented due to strikes, riots, acts of God, shortages of labor
or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever
beyond the control of such Party.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
9
4298716/2/MIAMI
IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date written
below, to be effective as of the Effective Date.
ATTEST: HOSPITAL:
MOUNT SINAI MEDICAL CENTER OF
FLORIDA, INC., a Florida not-for-profit
corporation
Secretary:
By:
Name:
Print Name: Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 2014, by
, as of the MOUNT SINAI MEDICAL CENTER OF FLORIDA,
INC., a Florida not-for-profit corporation, on behalf of such not-for-profit corporation. They are
personally known to me or produced valid Florida driver's licenses as identification.
Notary Public
Print Name:
My Commission Expires:
10
4298716/2/MIAMI
IN WITNESS WHEREOF, the Parties hereby execute this Agreement on the date written
below, to be effective as of the Effective Date.
ATTEST: CITY:
CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation of the State of Florida
By: By:
Rafael E. Granado Philip Levine
City Clerk Mayor
STATE OF FLORIDA
COUNTY OF MIAMI-DARE
The foregoing instrument was acknowledged before me this day of , 2014, by
Philip Levine, as Mayor and Rafael E. Granado, as City Clerk of the CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation of the State of Florida, on behalf of such municipal corporation.
They are personally known to me or produced valid Florida driver's licenses as identification.
Notary Public
Print Name:
My Commission Expires:
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
City Attorney Date
4298716/2/MIAMI
COMMISSION ITEM SUMMARY
Condensed Title:
APPROVING AND AUTHORIZING A GRANT CONTRIBUTION TO MOUNT SINAI, IN THE AMOUNT OF
$15,000,000 PAYABLE OVER A TERM OF 15 YEARS, FOR THE SOLE PURPOSE OF REIMBURSING
MOUNT SINAI FOR COSTS ASSOCIATED WITH MOUNT SINAI'S EMERGENCY ROOM EXPANSION
PROJECT
Key Intended Outcome Supported:
Supporting Data(Surveys, Environmental Scan, etc
Item Summary/Recommendation:
Mt. Sinai has requested that the City partner with them to improve the Emergency Department facility and replace
it with 43,000 square feet of new and renovated space, which can serve more than 80,000 patients annuallyThe
new and renovated portions of the project are expected to cost approximately $30,000,000 and be completed in
May 2017 and January 2018, respectively,
The Commission agreed to bring the item back to its May 28,2014 meeting.
The Manager and Commissioner Weithorn met with Mount Sinai representatives and have agreed on the
following terms:
1- that the annual payments from the City would be$1 million for fifteen years totaling$15 million;
2- that in lieu of interest, the City would either waive, or make a payment to Mount Sinai in an amount
equivalent to,the City's building permit fees paid by Mount Sinai on the 2014 projects subsequent to
their payment;and
3- that Mount Sinai would provide to the City as a public benefit, a permanent public access easement
(minimum 15 feet width) along the northern and western boundaries of the Mount Sinai property
where the City could extend the bay walk and also provide a possible bike path and connection to
the proposed Atlantic Greenway Network and to our planned Blue Way with a kayak ramp, and
fishing pier.
4- A 50 year lease to the City of 2,000 square feet at $1.00 per year for Emergency Management
purposes in the Emergency Department facility.
Advisory Board Recommendation:
FThis item was heard at the May 20, 2014 Finance and Citywide Projects Committee who
recommended that the item be forwarded to the Mayor and City Commission for discussion.
Financial Information:
Source of Amount Account
Funds: 1 15,000,000 To Be Determined Annually during the Budget
process
2
3
OB Total 15,000,000
Financial Impact Summary:
In accordance with Charter section 5.02, which requires that the "City of Miami Beach shall consider
the long-term economic impact (at least 5 years) of proposed legislative actions," this shall confirm
that the City Administration evaluated the long-term economic impact (at least 5 years) of this
proposed legislative action, and determined that there is sufficient capacity in the City's Funds to
absorb the annual $1 million payment.
City Clerk's Office Legislative Tracking:
Sign-Offs:
Department Director Assistant City Manager t ?;ity Manager
PDW JLM
T:\AGENDA120141May1Mt Sinai-SUM.docx
AGENDA ITEM.
/\AIAMIBEACH -Z
� DATE. 5 g !4
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,wvvw.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Philip Levine and Members o the City C mission
FROM: Jimmy L. Morales, City Manager
DATE: May 28, 2014
SUBJECT: A RESOLUTION OF THE MAYOR ND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA (THE "CITY") APPROVING AND
AUTHORIZING THE MANAGER TO TAKE THE FOLLOWING ACTIONS,
SUBJECT TO AND CONDITIONED UPON THE SUCCESSFUL
NEGOTIATION BETWEEN THE CITY AND MOUNT SINAI MEDICAL
CENTER OF FLORIDA, INC. ("MOUNT SINAI") OF THE GRANT
AGREEMENT AND LEASE AGREEMENT (BOTH AS HEREINAFTER
DEFINED): 1) AUTHORIZING, A GRANT CONTRIBUTION TO MOUNT
SINAI, IN THE'AMOUNT OF $15,000,000 (THE "GRANT CONTRIBUTION"),
PAYABLE OVER A TERM OF 15 YEARS, FOR THE SOLE PURPOSE OF
REIMBURSING MOUNT SINAI FOR COSTS ASSOCIATED WITH MOUNT
SINAI'S EMERGENCY ROOM EXPANSION PROJECT (THE "PROJECT");
2) COVENANTING TO ANNUALLY BUDGET AND APPROPRIATE FUNDS
FROM LEGALLY AVAILABLE NON-AD VALOREM REVENUES TO PAY
SUCH GRANT CONTRIBUTION; 3) DELEGATING AUTHORITY TO THE
CITY MANAGER TO NEGOTIATE THE FINAL TERMS OF THE GRANT
CONTRIBUTION AGREEMENT WITH MOUNT SINAI ("GRANT
AGREEMENT"); 4) ALSO DELEGATING AUTHORITY TO THE CITY
MANAGER TO NEGOTIATE A LEASE AGREEMENT WITH MOUNT SINAI
FOR THE CITY'S EMERGENCY MANAGEMENT OFFICE ON THE MOUNT
SINAI CAMPUS, FOR A TERM OF 50-YEARS ("LEASE AGREEMENT");
AND 5) FURTHER DIRECTING THE MAYOR AND CITY CLERK TO
EXECUTE THE GRANT AGREEMENT AND LEASE AGREEMENT UPON
CONCLUSION OF SUCCESSFUL NEGOTIATIONS.
ADMINISTRATION RECOMMENDATION
Adopt the resolution. -
BACKGROUND
Since its founding in 1949, Mount Sinai has faithfully served the residents of the City,
Miami Dade County, and their visitors and guests. Over the course of its history, Mount
Sinai's mission and importance to the local community has greatly expanded to include
its designation as one of only ten statutorily designated teaching hospitals in the State of
Florida, and the City's largest private employer.
Mount Sinai has over 200,000 inpatient and outpatient admissions annually and is
currently the only hospital and emergency healthcare services provider on the island to
service Miami Beach's more than 5 million annual visitors.
The Emergency Room ("ER") was constructed in 1972 and is comprised of
approximately 16,000 square feet of space and was designed to serve approximately
20,000 patients annually. ER utilization has increased 46%, from 28,917 visitors in
2002, to 42,238 visitors in 2012, and is expected to significantly increase over the
coming years. Mt. Sinai needs to address and alleviate potential challenges that may
result from the continued growth of year-round tourism, special events and the ongoing
flow of Miami residents as well as residents of other south Florida communities who
travel to Miami Beach.
ANALYSIS
Mt. Sinai has requested that the City partner with them to improve the Emergency
Department facility and replace it with 43,000 square.feet of new and renovated space,
which can serve more than 80,000 patients annually. The project will construct a new
facility which will be approximately 36,000 square feet with 40 treatment bays that will
accommodate triage, trauma, behavioral and other health issues. The project will also
renovate 7,000 square feet of the existing emergency facility and convert it to a 18-22
bed clinical decision/observation unit. Additionally, the project will accommodate an
advanced Emergency Operations Center. The new and renovated portions of the project
are expected to cost approximately $30,000,000 and be completed in May 2017 and
January 2018, respectively,
The item was discussed at the May 21, 2014 Commission meeting following a
presentation by Mt Sinai. Commissioner Wolfson requested the following: 1) that.the
Commission hold a public hearing on the item, 2) that an audit of the expenditure of the
funds be a requirement in the grant agreement, which Commissioner Weithom
suggested could be handled by an affidavit in lieu of an audit in the agreement, 3) a
history of Mount Sinai's cash on hand (see attached), 4) the fiscal impact of a $1 million
payment each year for fifteen years, and 5) that the grant agreement specifically spell
out the public benefits. The Commission agreed to bring the item back to its May 28,
2014 meeting.
The Manager and Commissioner Weithorn met with Mount Sinai representatives and
have agreed on the following terms:
1- that the annual payments from the City would be $1 million for fifteen years
totaling $15 million;
2- that in lieu of interest, the City would either waive or make a payment to
Mount Sinai in an amount equivalent to, the City's building permit fees paid
by Mount Sinai on the 2014 projects subsequent to their payment; and
3- that Mount Sinai would provide to the City as a public benefit, a permanent
public access easement (minimum 15 feet width) along the northern and
western boundaries of the Mount Sinai property where the City could extend
the bay walk and also provide a possible bike path and connection to the
proposed Atlantic Greenway Network and to our planned Blue Way with a
kayak ramp, and fishing pier.
The attached resolution authorizes the City Manager to negotiate the specific terms of
this grant in a separate Grant Agreement.
The resolution further authorizes the City Manager to negotiate a Lease Agreement (or
"Lease") with Mount Sinai for the City's use of a minimum of 2,000 square feet of space
of the Emergency Operations Center on the Mount Sinai campus. This lease shall be for
the operation of the City's Emergency Management Office for an initial minimum term of
50 years and a rental amount of $1 per year (the City's consideration for rent on the
Lease being the Grant Contribution). The City shall be responsible for all costs
associated with the tenant build-out of the Lease premises,
The attached resolution makes the covenant to budget and appropriate funds subject to
successful negotiation and execution by the City and Mount Sinai of the Grant
Agreement and Lease Agreement, and shall be further subject to the terms and
conditions negotiated in the final Grant Agreement.
The Mayor, City Clerk, City Manager, City Attorney, and Chief Financial Officer are also
authorized and directed to do all things and execute any and all documents necessary to
carry-out the intent of the attaches resolution including, without limitation, engaging the
City's bond counsel (or other outside counsel selected by the City Attorney)and financial
advisor to assist in the negotiation and execution of the Grant Agreement and Lease
Agreement. In the event that the City retains bond counsel (or other outside counsel) to
assist in the negotiation and execution of the Grant Agreement, Mount Sinai shall pay
any and all costs associated with the City's legal fees with respect thereto. Upon
conclusion of successful negotiation by the City and Mount Sinai of the Grant Agreement
and Lease Agreement (the "Agreements") the Mayor and City Clerk are hereby
authorized to execute such Agreements.
CONCLUSION
The Administration recommends that the City Commission approve the resolution.
JLM/PDW
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10A FRIDAY, MAY 23,2014 u� -
/ C H '
M I AM 1 "" E
l
CITY OF MIAMI BEACH
NOTICE OF PUBLIC HEARINGS
NOTICE IS HEREBY given that a public hearing will be held by the Mayor and
City Commission of the City of Miami Beach, Florida, in the Commission Chambers,
3rd floor, City Hall, 1700 Convention Center Drive, Miami Beach, Florida, on
Wednesday,May 28,2014 at 5:45 PM to consider the following:
A Resolution Of The Mayor And City Commission Of The City Of Miami Beach,
Florida (The "City".) Approving.And Authorizing The Manager To Take The Following
Actions,-Subject To And Conditioned Upon The Successful Negotiation Between
The City And Mount Sinai-Medical Center Of Florida,Inc. ("Mount Sinai")Of The Grant
Agreement And Lease Agreement (Both As Hereinafter Defined): 1) Authorizing
To Mount Sinai In An Amount Between $15,000,000 And
A Grant Contribution
$18,750,000 (The "Grant Contribution"), Payable Over A Term Of 15 Years, For
The Sole Purpose Of Reimbursing Mount Sinai For Costs Associated With Mount
Sinai's Emergency Room Expansion Project (The "Project"); 2) Covenanting To
Annually Budget And.Appropriate Funds From Legally Available Non-Ad Valorem
Revenues To Pay Such Grant Contribution; 3) Delegating Authority To The City
Manager To Negotiate The Final Terms Of The Grant Contribution Agreement With
Mount Sinai ("Grant Agreement");, 4)Also Delegating Authority To The City Manager
To Negotiate A Lease Agreement With Mount Sinai For The City's. Emergency
Management Office,With Sucn Leased Premises Having Up To 2,000 Square Feet,
To Be Located In The New Emergency Room Facility, For A Term Of 30 Years And
$1 Per Year Rent ("Lease Agreement"); And 5) Further Directing The Mayor And i
.City Clerk To Execute The Grant Agreement And Lease Agreement Upon Conclusion.
Of Successful Negotiations.
Inquiries may be directed to the Finance Department at 305-673-7420.
INTERESTED PARTIES are invited to appear at this meeting, or be represented by an
agent,or to express their views in'writing addressed to the City Commission, c/o the
City Clerk, 1700 Convention Center Drive, 111 Floor, City Hall, Miami Beach, Florida
33139.A copy of this item is available for public inspection during normal business _
hours in the City Clerk's Office, 1700 Convention Center Drive, 111 Floor, City Hall,
Miami Beach, Florida 33139.This meeting or this item may be continued, and under
such circumstances,additional legal notice need not be provided.
Rafael E. Granado, City Clerk
City of Miami Beach
Pursuant to Section 286.0105, Fla. Stat., the City hereby advises the public that: if a
person decides to appeal any decision made by the City Commission with respect to
any matter considered at its meeting or its hearing, such person must ensure that a
verbatim record of the proceedings is made, which record includes the testimony and
evidence upon which the appeal is to be based.This notice does not constitute consent
by the City for the introduction or admission of otherwise inadmissible or,irrelevant
evidence,nor does it authorize challenges or appeals not otherwise allowed by law.
To request this material in accessible format,sign language interpreters, information
on access for persons with disabilities and/or any accommodation to review any
document or participate in'any City-sponsored proceeding, please contact us five
days in advance at(305)673-7411(voice)or TTY users may also call the Florida Relay
Service at 711.
Ad 899