2012-27973 Reso l ,
RESOLUTION NW 2012 -27973
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE
OF NOT TO EXCEED $145,000,000 PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE
REFUNDING BONDS, SERIES 2012 (MOUNT SINAI MEDICAL CENTER
OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION
147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED;
PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT,
LIABILITY OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE
SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority ") was
created by Ordinance No. 90 -2701 adopted on July 25, 1990 (the "Ordinance ") by the Mayor and
City Commission of the City of Miami Beach, Florida (collectively, the "Commission ") pursuant
to the Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes, as amended (the
"Act "); and
WHEREAS, the Ordinance was amended by Ordinance No. 91 -2738 adopted on April
10, 1991 by the Commission, Ordinance No. 92 -2776 adopted on March 4, 1992 by the
Commission and Ordinance No. 97 -3086 adopted on July 2, 1997 by the Commission and taking
effect on January 1, 1998; and
WHEREAS, on July 12, 2012, as required by Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code "), a public hearing was held, for which there was
reasonable public notice published on June 28, 2012 in The Miami Herald (a copy of which
notice is attached hereto as Exhibit I and made a part hereof), for the purpose of giving all
interested persons an opportunity to express their views in connection with the Authority's
proposed issuance of its not to exceed $145,000,000 principal amount of City of Miami Beach
MIAMI/42790612
Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2012 (Mount Sinai
Medical Center of Florida) (the "Bonds "); and
WHEREAS, on July 12, 2012, the Authority adopted a resolution, a copy of which is
attached hereto as Exhibit II and made a part hereof (the `Bond Resolution "), authorizing, under
the provisions of the Act and the Florida Industrial Development Financing Act, Chapter 159;
Part II, Florida Statutes, as amended, the issuance of the Bonds, the proceeds of which will be
loaned to Mount Sinai Medical Center of Florida, Inc., a not - for - profit corporation organized
under the laws of the State of Florida (the "Medical Center "), and used, together with any other
available moneys, if any, to (a) refund all or portions of the currently outstanding City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical
Center of Florida Project), and City of Miami Beach Health Facilities Authority Hospital
Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida Project) (such bonds or
portions thereof to be refunded, the "Refunded Bonds "), previously issued for the benefit of the
Medical Center, (b) fund a deposit to a debt service reserve, if any, and (c) pay expenses in
connection with the issuance of the Bonds and the refunding and defeasance of the Refunded
Bonds; and
WHEREAS, the Ordinance, as amended, requires the approval by the Commission of
sales of bond issues of the Authority and Section 147(f) of the Code requires the approval by the
Commission of the issuance of the Bonds; and
WHEREAS, this Commission desires to approve the Bond Resolution and the issuance
and sale of the Bonds pursuant thereto. -
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
2
MIAMI/4279061.2
Section 1 . The Bond Resolution adopted by the Authority on July 12, 2012 and the
issuance and sale of the Bonds pursuant thereto are hereby in all respects approved, including
approval of the issuance of the Bonds in a principal amount not to exceed $145,000,000 in
accordance with Section 147(f) of the Code.
Section 2 . The Bonds and interest thereon shall not be deemed to constitute a debt,
liability or obligation of the City of Miami Beach, Florida or of the State of Florida or of any
political subdivision thereof, but shall be payable solely from the revenues referred to in .the
Bond Resolution, and neither the faith and credit nor any taxing power of the City of Miami
Beach, Florida or of the State of Florida or of any political subdivision thereof is pledged to the
payment of the principal of, redemption premium, if any, or interest on the Bonds.
Section 3 . This resolution shall take effect immediately upon its adoption.
ADOPTED this 1 64 h day of ��� , 2012.
(SEAL)
Mayor
B...
Attest: \P ...........
INCORP ORATED:
City Clerk �C�
CH 26
APPROVED AS TO
FORM & LANGUAGE
& FO ECUTION
c
t orne Date
3
MIAMI/4279061.2
COMMISSION ITEM SUMMARY
Condensed Title:
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $145,000,000 PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING BONDS, SERIES 2012
(MOUNT SINAI MEDICAL CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(f OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY
OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT
SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
Key Intended Outcome Supported:
Improve the City's overall financial health and maintain overall bond rating.
Supporting Data (Surveys, Environmental Scan, etc.) NIA
Issue:
Should the City Commission approve the resolution which allows for the issuance of not to exceed $145,000,00 in
City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2012 (Mount Sinai
Medical Center of Florida)?
Item Summa /Recommendation:
The proceeds of the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc. (the "Medical Center "), a
not- for - profit corporation organized under the laws of the State of Florida, and will be used, together with other
available monies, if any, to: (i) refund all or portions of the then outstanding $98,200,000 original principal amount
City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center
of Florida Project), and $88,810,000 original principal amount City of Miami Beach Health Facilities Authority
Hospital. Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida Project) (such bonds or portions
thereof to be refunded, the "Refunded Bonds "), (ii) fund a debt service reserve for the Bonds, if any, and (iii) pay
certain expenses in connection with the issuance of the Bonds and the refunding of the Refunded Bonds.
These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the City of
Miami Beach or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the
revenues referred to in the Bond Resolution and neither the faith and credit nor any taxing power of the City'of Miami
Beach is pledged to the payment of principal, a redemption premium or interest on the Bonds.
Advisory Board Recommendation:
Financial Information:
Amount Account Approved
Source of Funds: N/A Principal & Interest payments to be paid by
pgpl Mount Sinai Medical Center of Florida, Inc.
Total
City Clerk's Office Legislative Tracking:
Patricia Walker, Chief Financial Officer
Sign
Department Director s a City Manager CU Manager
PDW KGB
T:\AGENDA \2012 \July 18 \Regular\ HFA Refunding bon - Summary Memo.docx
G E AGENDA ITEM /0 1 AMB EAC H DATE 3 -� 8 -1 2--
m MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
T0: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Kathie G. Brooks, Interim City Manager
DATE: July 18, 2012
SUBJECT: RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE
ISSUANCE AND SALE OF NOT TO EXCEED $145,000,000
PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING
BONDS, SERIES 2012 (MOUNT SINAI MEDICAL CENTER OF
FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY, INCLUDING THE APPROVAL
REQUIRED BY SECTION 147(f) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED; PROVIDING THAT SAID
BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR
OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR
ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE
PAYABLE SOLELY FROM THE REVENUES PROVIDED
.THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
By approving this Resolution, the City Commission is authorizing the following action:
• Issuance and sale of not to exceed $145,000,000 principal amount of City of
Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds,
Series 2012 (Mount Sinai Medical Center of Florida), by the City of Miami Beach
Health Facilities Authority, including the approval required by Section 147 of the
Internal Revenue Code of 1986, as amended.
These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability
or obligation of the City of Miami Beach or of the State of Florida or of any political
subdivision thereof, but shall be payable solely from the revenues referred to in the Bond
Resolution and neither the faith and credit nor any taxing power of the City of Miami
Beach is pledged to the payment of principal, a redemption premium or interest on the
Bonds.
Commission Memorandum — July 18, 2012
Health Facilities Authority Bonds Series 2012
Page 2 of 3
The proceeds of the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc.
(the "Medical Center "), a not - for - profit corporation organized under the laws of the State
of Florida, and will be used, together with other available monies, if any, to: (i) refund all
or portions of the then outstanding $98,200,000 original principal amount City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai
Medical Center of Florida Project), and $88,810,000 original principal amount City of
Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2001A (Mount
Sinai Medical Center of Florida Project) (such bonds or portions thereof to be refunded,
the "Refunded Bonds "), (ii) fund a debt service reserve for the Bonds, if any, and (iii) pay
certain expenses in connection with the issuance of the Bonds and the refunding of the
Refunded Bonds.
The Bonds are being issued to refinance certain health care facilities, including land,
buildings, fixtures, furnishings, equipment, leasehold interests and other tangible and
intangible property, which are owned by the Medical Center and are part of the Medical
Center's facilities located at 4300 Alton Road, Miami Beach, Florida.
BACKGROUND
The City Commission of the City of Miami Beach adopted Ordinance No. 90 -2701 on
July 25, 1990, creating the City of Miami Beach Health Facilities Authority (the
"Authority ") to assist health facilities in the acquisition, construction, financing, and
refinancing of health facility related projects in the City.
The Ordinance, as amended, provides that the Authority can issue bonds and notes for
the purpose of providing funds to pay all or any part of the cost of any project or any
other lawful purpose and to issue refunding bonds. Further, it provides that the City
Commission must approve any bonds issued by the Authority as the final step in the
approval process.
On May 15, 2012, the Medical Center submitted its application for financing to the
Authority pursuant to the requirements of Section 1 of Chapter 3 of the Authority's
Administrative Procedures. Included with this application was a nonrefundable check of
the Medical Center in the amount of $5,000 payable to the Authority for the initial
processing of the application as prescribed in the Authority's Administrative Procedures.
Pursuant to this application, the Medical Center requested that.the Authority assist the
Medical Center in the issuance of one or more series of tax - exempt bonds, to be
designated as the City of Miami Beach Health Facilities Authority's Hospital Revenue
Refunding Bonds, Series 2012 (Mount Sinai Medical Center of Florida), or such other
designations as may be appropriate, in an aggregate principal amount not to exceed
$145,000,000 (the "Bonds "). These bonds are expected to consist of one or more series
of fixed rate bonds.
The proceeds of the Bonds will be used to (1) refund all or a portion of the Authority's
outstanding Series 1998 and Series 2001A Bonds that have been issued on behalf of
the Medical Center, (2) refund a debt service reserve fund for the Bonds, and (3) finance
the cost of issuance of the Bonds.
f
Commission Memorandum — July 18, 2012
Health Facilities Authority Bonds Series 2012
Page 3 of 3
The Bonds will be sold pursuant to a public offering. As in the past the Bonds will be
supported by a guarantee of the Mount Sinai Medical Center Foundation, Inc., and will
be secured by a mortgage on the hospital facilities of the Medical Center.
The Authority held a public hearing on July 12, 2012, as required by Section 147(f) of the
Internal Revenue Code of 1986, for the purpose of giving all interested persons an
opportunity to express their views in connection with the Authority's proposed issuance
of the Series 2012 Bonds. Following which, the Authority adopted a Resolution
authorizing the issuance of the Authority's Series 2012 Bonds, the proceeds of which will
be used by the Medical Center as mentioned above.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of
Miami Beach, Florida, approve the resolution which authorizes the City of Miami Beach
Health Facilities Authority to issue the Bonds as detailed above, including the approval
required under Section 147(f) of the Internal Revenue Code of 1986, as amended.
T:Wgenda /2012 /July 18 /Regular /HFA Refunding Bonds -Comm Memo '
EXHIBIT I
NOTICE OF PUBLIC HEARING
MIAMI/4279061.2
CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY
PUBLIC HEARING
_ -- - -- NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED
• _ ISSUANCE BY THE CITY OF MIAMI BEACH HEALTH
Y FACILITIES AUTHORITY OF UP TO $145,000,000
HOSPITAL REVENUE REFUNDING BONDS
(MOUNT SINAI MEDICAL CENTER OF FLORIDA)
Notice is hereby glven "that a public hearing will be held by
or on behalf of the City of Miami Beach Health Facilfties Authority
(the "Authority") on `July 12, 2012, commencing at . 10:00 a.m.
-or shortly thereafter, in the Mayor's Conference Room, City Hall,
fi City of Miami Beach, Florida, 1700 Convention Center Drive, 4th
Floor, Miami Beach, Flodda.33139, for the purpose of providing a
reasonable opportunity for interested persons to express their views,
j both orally and in writing (which must be received by the Authority
before the hearing date in an appropriately marked envelope), on the.
proposed issuance by the Authority of its City of Miami Beach Health
Facilities Authority Hospital Revenue Refunding Bonds (Mount Sinai
i Medical Center of Florida), in an aggregate principal amount not to '
excee�L$145,000,000 (the "Bonds ").
The. proceeds of the Bonds will be loaned to Mount
Sinai Medical Center of Florida, Inc."(the' "Medical Center, a
not- for -profrt corporation organized under the laws of the State of
Florida, and will be used, together with other available monies, if any,
to: O refund all. or. portions of the' then',outstanding $98,200,000
- ongmaI ' principal amount- City. of Miami Beach Health Facilities
Authority Hospital Revenue Bonds; Series 1998 (Mount Sinal Medical
Center of Florida Project), and $88,810,000 original principal amount '
City of Miami. Beach .Health Facilities Authority Hospital Revenue:
Bonds,.Sedes 2001A (Mount Sinai Medical Center-of Florida Project)
(such bonds or
s portions .thereof to be.,refunded, the "Refuniiec!
Bonds"),. ( ii) fund a debt service reserve for the Bonds, If any,
and (ii) pay .certain expenses in connection with the issuance of the
Bonds and the refunding of the Refunded Bonds.
The Bonds are being issued to refinance certain health care,
faciffties,including Pand, buildings, fixtures, furnishings, equipment,
leasehold interests and other tangible and intangible property, which
are owned by the Medical Center and are part of the Medical Center's
facilities located at 4300 Afton Road, Miami Beach, Florida.
I The Bonds and the "interest thereon shall not constitute a debt,
liability qr obligation of the City of Miami Beach, Florida, or of the
State of Florida or of any political subdivision thereof, but shall be
payable solely from the sources pledged . therefor, including loan
payments payable under :a loan agreement to be entered into by and
between the Authority and the Medical Center.
- Pursuant to Section 286.0105, Fla. Stat., the Authority hereby
advises the public that: if a person decides to appeal any decision
made by the Authority 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 Authority for the introduction or admission .
of otherwise inadmissible or irrelevant evidence, nor does it authorize
challenges or appeals not otherwise allowed by law.
In accordance with the Americans with Disabilities Act of
1990, persons special accommodation to participate, in
this proceeding, or to request information bn, access for persons
with disabilities, or to . request this publication in accessible format,
or to request sign language interpreters, should contact the City of
Miami Beach'City Clerk's office at (305) 673 -7411, 'no later than
four (4) days to the proceeding- If hearing impaired, contact the
City Clerk's office via the Florida Relay Service numbers,
(800) 955 - 8771 .(TT'o or (60D) 955 -8770 (VOICE).
This notice is published pursuant to the requirements of Section .
147(f) of the Internal'Revenue Code of 1X6, as amended.
'June 28,2012 CITY -OF MIAMI BEACH
HEALTH FACILfTIES AUTHORITY
�2NE ( .THURSDAY,- UN_.EZg 2 012 NE
EXHIBIT II
BOND RESOLUTION
MIAM1/4279061.2
RESOLUTION _
A _ RESOLUTION (i) authorizing the issuance of City of Miami
"Beach, Health Facilities Authority Hospital Revenue Refunding"
Bonds, Series 2012 (Mount Sinai Medical Center of Florida) (the
"Bonds" ).of the City of Miami Beach Health Facilities Authority (the
"Authority ") in an aggregate principal amount not to exceed
$145;000;000, for the purpose of providing funds to be used, together
with other available. moneys, if any, to: (a) refund all or portions of
the currently outstanding City of Miami Beach Health Facilities
Authority Hospital Revenue Bonds, Series 199.8 (Mount Sinai
Medical Center of Project), and City of Miami - Beach Health
Facilities Authority Hospital Revenue Bonds, Series 2001A (Mount
Sinai Medical Center of Florida Project), previously issued for the
benefit of Mount Sinai Medical, Center of Florida, Inc., (b) fund a
deposit to a debt service reserve, if any, and (c) pay expenses in
connection with the issuance of the Bonds and the refunding of the
Refunded Bonds,' to be issued under the provisions of a Trust
Indenture and a Loan Agreement, and to be further secured by an
Amended and Restated Master Trust Indenture, a Supplemental
Master Trust Indenture for Obligation No. 9, an Obligation No. 9, a
Fee and Leasehold Mortgage, Assignment and Security Agreement
and an Amended and Restated'. Guaranty and Security Agreement;
(ii) providing that the Bonds shall not constitute a debt, liability or.
obligation of the City of Miami Beach, Florida or of the State of
Florida or of any political subdivision thereof but shall be payable
solely from the sources provided therefor under the Trust Indenture;
(iii) delegating to the Chairman, or in his absence, the Vice
Chairman, the fixing of the terms of the Bonds and other details.
within the parameters set forth herein; (iv) authorizing the execution
and delivery by the Authority of the Trust Indenture and the Loan
Agreement; (v) approving the forms of Supplemental. Master Trust
Indenture for Obligation No. 9, Obligation No. 9 and Amended and
Restated Guaranty and Security Agreement; (vi) providing for the
redemption of the Refunded Bonds and authorizing, as necessary, the
' execution and delivery by the Authority of an Escrow Deposit
Agreement and the purchase of Escrow Securities; (vii) authorizing
the negotiated sale of the Bonds; (viii) authorizing the execution and
delivery by the Authority of a Purchase Contract; (ix) appointing a
Bond Trustee and Bond Registrar under the Trust Indenture; (x)
_ approving the use of a Preliminary Official Statement and an Official
Statement; (xi) authorizing the execution and delivery of additional
documents required; (xii) recommending approval of the Bonds by
the Mayor - and City Commission of the City of Miami Beach,
Florida; and (Xiii) providing for other related matters.
MIAMI/4279053.3
— WHEREAS; the City of Miami Beach Health Facilities Authority (the "Authority ") has
4 w
been -323, pursuant: to the' Health Facilities Authorities' Law, being Chapter 74 Laws of
. "Florida,, and Part III. of. Chapter..154 of the Florida Statutes, as amended (the "Health Act "), and
=;has been, determined to be needed by the Mayor and City Commission (collectively; the
"Commission ".) of the;City of Miami .Beach, Florida (the "City") under Section 4 of the Health
Act; and
WHEREAS, the Authority is also a "local agency" as defined in Section 3 of the Florida
Industrial Development Financing Act, being Chapter 69 -104, Laws of Florida, and Part II of
Chapter 159 of the Florida Statutes, as amended (the "Industrial Act" and', together with the .
Health Act, the "Act"); and
WHEREAS, the Authority is authorized pursuant to the Act to issue its refunding bonds
and to _loan the proceeds thereof to "health facilities" (as defined in the Health Act) located in the
City to refund revenue bonds issued by the Authority for the benefit of health facilities; and
WHEREAS, as a result of the current low interest rate enviromnent, Mount Sinai Medical
Center of Florida, Inc., a Florida not- for -profit corporation (the `.`Medical Center ") is requesting
the , Authority to assist the Medical Center in providing funds to be used; together with other
available moneys,..if any, to (i) refund all or portions of the currently outstanding City of Miami
Beach Health Facilities Authority Ho spital Revenue Bonds, Series 1998 (Mount Sinai Medical
Center of Florida Project) (the "Series 1998 Bonds "), and City of Miami Beach Health Facilities
Authority Hospital Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida
Project) (the "Series 2001A Bonds;" the Series 1998 Bonds and Series 2001A Bonds or portions
thereof to be refunded hereinafter referred to as the "Refunded Bonds "), previously for the
berlefit of the`Medical Center, (ii) "fund a deposit to a debt service reserve, if any, and (iii) pay
MIAMI/4279053.3
nc `expenses in'c6rm&tion` with the of the Bonds (hereinafter defined) and the refunding of
the Refunded: Bonds, _.through the issuance by -the Authority of not to exceed $145,000,000
principal ainount� : of City of .Miami Beach . Health Facilities Authority Hospital Revenue
Refunding-Bonds Series 2012 (Mount Sinai Medical Center of Florida) (the "Bonds "); and
WHEREAS'* the Bonds will be issued under the provisions of a. Trust Indenture (the
"Trust Indenture ") to be entered into between the, Authority and U.S. Bank National Association,, .
a national banking association, as trustee (the "Bond Trustee "), and the proceeds thereof will be ,
loaded to the Medical Center and their repayment secured by a, Loan Agreement (the "Loan
Agreement ") to be entered into between the Authority and the Medical Center; and-
WHEREAS, the Medical Center has previously entered into an Amended and Restated
Master Trust Indenture (the "Master Indenture ") with U.S. Bank National Association a national
banking association, successor master trustee (the "Master Trustee "), under which the Medical
Center and certain other affiliated entities which may be included therein in the future. are jointly
and severally liable for the payment of obligations outstanding thereunder; and
WHEREAS, .in connection with the issuance of the Bonds by the Authority and the loan
of the proceeds thereof. to the Medical Center, the Medical Center will enter into a' Supplemental
Master Trust Indenture for Obligation No. 9 ( "Supplemental Indenture No. 10 ") with the Master
Trustee, supplementing and amending the Master Indenture, pursuant to which Obligation No: 9
( "Obligation No. 9 ") will be issued securing the obligation of the Medical . Center to make
payments under the Loan Agreement in respect of the Bonds; and
WHEREAS, Mount Sinai Medical Center Foundation, Inc.,- a Florida not- for - profit
corporation (the "Foundation "), "will guarantee to the Bond Trustee the payment of the principal .
of, redemption premium; if any, and interest on the Bonds, all as more specifically set forth in an
3
MIAMI/4279053.3
:.., Amended and, Restated .Guaranty alzd;:Security Agreement (the "Restated Guaranty Agreement ")
to be entered into-between the Foundation and-the BondTrListee; and
WHEREAS,: as security for Obligation No. 9 and any other obligations outstanding under
the Master. Indenture from time to time, but subject to release in accordance with its terms, the
-, Medical,:Center has. previously delivered to the Master Trustee, a Fee and Leasehold Mortgage,
Assigmnent. and Security Agreement, as previously amended, which will he modified in
connection with the issuance of Obligation No. 9; and
WHEREAS, on this date, a public hearing was held in accordance with Section 147(f) *of
the Internal Revenue Code of 1986, as amended, for which there was reasonable public notice
_published on June '28, 2012 in The Miami Herald for the purpose of giving all interested persons
an opportunity to express their views on the proposed issuance of the Bonds; and
WHEREAS, the Medical Center has advised the Authority that the Bonds will have an
Investment Grade Rating from Fitch' and Moody 's (as those terms are defined- in the Authority's
Administrative Procedures); and
WHEREAS, the Authority desires 'to authorize. the issuance* of the Bonds for the above
described purposes - and to recommend for approval to the Commission the issuance of the
Bonds; and
WHEREAS, the Authority further desires to authorize the sale of the' Bonds. through a
negotiated sale ,to Raymond James & Associates, Inc., as underwriter (the "Underwriter "), since
the Medical Center had requested - such negotiated sale to the Underwriter and for the reasons
hereinafter set forth.
NOW THEREFORE, Be It Resolved by the City of Miami Beach - Health Facilities
Authority as follows:
'MIAMI/4219053:3
_ ,,�l -_'.= .Section 1.- i:, Findings . The Authority hereby finds and determines that:
The Medical Center -is a• "health facility" within the meaning Section 154 .205(8)
of_the.Health. Act - and:a"health care facility within the meaning of section 159.27(16) of the
Industrial Act.
_ .
(2), Pursuant to, Sections :154.209(10) and 154.235 of the Health Act and Sections
15.9.28(7) and 159.41 of the Industrial Act, the Authority is authorized and empowered to issue
the Bonds for the purposes described herein.
(3) The issuance of the Bonds by the Authority for the purposes described herein will
serve e valid public purpose by advancing the commerce, welfare and prosperity of the City and
its people.
(4) The Authority and the City are each a "local .agency" as defined in Section.
159.27(4) of the Industrial Act.
(5) Review and comment from the Health Council of South Florida, Inc. (the "Health
Council') as to the issuance of the Bonds was requested and the Health Council has advised that
it has no material concerns.
(6) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the .
Bonds to the Underwriter on the basis of a- negotiated sale rather than a public sale by
competitive bid is in the best interest of the Authority and the Medical Center, and the Authority
hereby further finds and determines that the following reasons necessitate such sale of the Bonds
to the Underwriter through a negotiated sale:
(a), Bonds issued by public bodies for the benefit of not - for - profit hospitals
-such as the Medical Center ( "health care bonds ") generally involve specialized situations
and transactions which need detailed analysis, structuring and explanation throughout the
5 ,
MIAMU4279053,3
t;. course of .the ~.issue by: sophisticated f nancial advisors, investment bankers and similar
,. _' parties, such : as.,the = Underwriter; experienced -in the'structuringof issues of health-care
bonds. ( "health =care •.- investment bankers "), much of which would not generally be
.available ":on a timely 'basis in the case of health care bonds issued pursuant to a public
competitive sale.
(b) Health care bond issues generally' involve a rather detailed and often
complicated explanation to potential investors of the structure of the issue;. the nature of
the underlying obligor and the, impact upon each of the foregoing of Federal and state
health care regulations, including Medicare and Medicaid practices and procedures'
the assistance of a health care investment .banker in preparing necessary offering .
documents and related information is extremely: desirable in ensuring full and accurate
disclosure of all relevant'information.
(c) - For the reasons described in (a) and (b) above and other related reasons,
most of the health care bonds heretofore issued throughout the' United States have
involved participation throughout the structuring and offering process of health care'
investment bankers who have purchased or arranged for the purchase of the health care
bonds through a negotiated sale rather than through a public sale by competitive bid;
accordingly, the market may well be more receptive to an issue of health care bonds sold
on a negotiated basis than to one sold by competitive public sale.
(d) Finally, the market for health care bonds such as the Bonds is volatile,
making the presence of the Underwriter, who has participated and will participate in the
structuring of the Bond - issue,, desirable in attempting to obtain the most attractive
financing for the Authority and the Medical Center.
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Section � Authorization of the Bonds There is hereby authorized the issuance, under
and.,pursuant to, the 'Trust Indenture,,�of the Bonds, to be designated as "City of Miami Beach
Health Facilities_ Authority Hospital -Revenue Refunding Bonds, Series 2012 ,(Mount Sinai ,
:Medical Center:,of Florida) -in an aggregate principal amount not exceeding $145,000,000, and
:.:: . -the loan of:the proceeds thereof to the Medical _Center to (i) refund the Refunded Bonds, (ii) fund
a deposit to a debt service reserve if any, as shall be determined by the Medical Center, and (iii)
pay expenses in connection with the issuance of the Bonds and the refunding of the Refunded
Bonds.
The principal of, premium, if any, and interest on the Bonds shall not be deemed to
constitute a, debt, liability or obligation of the City or of the State of Florida or of any political
subdivision thereof, but shall be payable solely from the sources pledged therefor under the Trust
Indenture and neither the faith and credit ' nor any taxing power of the City or of the State of
Florida or of any political subdivision thereof is pledged to the payment of the principal of,
premium, if any, or interest on the Bonds:
Section 3. Terms.of the Bonds The Bonds shall be payable as to principal and interest
in.lawful money of the United States of America in accordance with the provisions of the Trust
Indenture, and shall be issued only as fully registered bonds without coupons in denominations
of $5,000 and integral multiples thereof. The Bonds shall- be initially issued in book- entry -only
form through The Depository Trust Company, New York, New York ( "DTC ") and shall be
registered in the name of Cede & Co. The Chairman of th Authority or, in his absence, the Vice
Chairman of the Authority is hereby authorized on behalf of the Authority to approve, subject to
the limitations contained herein, the final terms of the Bonds, which approval will be evidenced
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MIAMI/4279053.3
by ,execution ,of :the, , Purchase_ Contract (hereinafter defined) on behalf of the Authority as
provided herein.
; The : aggregate principal amount of the Bonds shall not exceed $145,000,000;'the interest .
rates.on the-Bonds shallresult in -net present value debt service savings on the Refunded Bonds
,of- not4ess „than 3 % and shall not:.exceed the, maximum rate permitted by law; the term of the
Bonds shall not exceed 35 years; and the Bonds may be issued as serial and /or term bonds-and
may be subject to optional and mandatory redemptions and purchase as shall be provided in the
Trust Indenture., The Bonds shall be initially dated such date as , shall be approved by the
Chairman, or in his absence, the Vice Chairman, and shall be executed'on behalf of the Authority
with the official manual or facsimile signature of its Chairman or, in his absence, its Vice
Chainnan. and attested with the official manual or facsimile signature of a Designated Member
(hereinafter defined).
Section 4' Designation of Attesting Members The members of the Authority, other
than the Chairman or Vice Chairman to the extent the Chairman or Vice Chairman execute the
documents described herein, (individually a "Designated Member "), ar`e each hereby designated
and authorized on behalf of the Authority to attest to the-seal of the Authority and to the
signature of the Chairman or Vice Chairman of the Authority as they appear on the Bonds, the
Trust Indenture, the Loan Agreement, the Escrow Deposit. Agreement (hereinafter defined), if
any, and any other documents which may be necessary or helpful in comiection with the issuance
and delivery of the Bonds, the applicati of the pro ceeds thereof and . the refunding of the
Refunded Bonds.
_ Section 5. Authorization of Execution and Delivery of Trust Indenture The Authority
'does hereby "authorize and approve the execution by the Chairman or Vice Chairman and a
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MIAMI/4279053.3
Designated: Member. of, the Authority and the delivery of the Trust Indenture. The Trust
=Indenture • shall be •iw substantially the form thereof .attached hereto " and marked Exhibit A and
hereby approved,.' with isuch: changes .therein as shall be approved by the Chairman or Vice
;'.Chairman executing the• same; with.such execution to ,constitute conclusive evidence of such
- officer's approval and :the Authority's, approval of,any changes therein from the 'form of Trust
Indenture attached hereto.
Section 6. Authorization of Execution and Delivery of Loan Agreement The
_ Authority does hereby authorize and approve the execution by the Chairman or Vice Chairman
and a Designated Member of the Authority and the delivery of the Loan Agreement. The
Agreement shall be in 'substantially the form thereof attached hereto and marked Exhibit B and
hereby approved, with such changes therein as shall be approved ' by the Chairman or Vice
Chairman executing the same," with such execution to constitute conclusive evidence of such
officer's approval and the Authority's approval of any changes therein from the . form of Loan
Agreement attached hereto.
Section 7. Approval of Other Documents The Authority does) hereby approve the
forms of Supplemental Indenture No. 10, Obligation No. 9 and Restated', Guaranty Agreement
and consents to the amendments contained in the Restated Guaranty Agreement in order to
extend the guarantee thereunder to the payment of amounts due, under the Loan Agreement.'
Supplemental Indenture No. 10, Obligation No. 9 and the Restated Guaranty. Agreement shall be
in substantially. the forms attached hereto and ma rked Exhibits C, D and E, respectively, and
hereby approved, with such changes therein as shall be approved by the Chairman or Vice
Chairman, with the execution of the Trust Indenture by such officer to constitute conclusive
evidence of such officer's approval "andthe Authority's approval of any changes therein.
MIAMI/4279053.3
Section 8.:, ; Refunding .and' -Redemption of Refunded Bonds The Medical Center shall
determine ,theSeries:..1.998 .Bonds and /or Series 2001A Bonds which shall constitute the
Refunded :Bonds,` which Refunded ; - Bonds shall be called for optional redemption prior to
maturity, and - the - date(s) • of 'redemption of the Refunded Bonds,. all as shall be provided in the
Trust Indenture. and, if applicable,;the Escrow Deposit Agreement (hereinafter defined). In the
event that all or any of the Refunded Bonds are not redeemed on the - date of initial _delivery of the
Bonds, the Authority does hereby authorize and approve the execution by the Chairman or Vice
Chainnan and a Designated Member of the. Authority and the delivery of an Escrow Deposit
Agreement with respect to such Refunded Bonds (the " "Escrow Deposit Agreement ") to be
entered into among the Authority, the Medical Center and the trustee for the Refunded Bonds
(the "Refunded Bonds Trustee "), in the form customarily used by the Authority. In such' event,.
there is also - hereby authorized the purchase of Escrow Securities -(as shall be defined in the
-,.Escrow Deposit Agreement) . as .shall be provided in the Escrow Deposit Agreement and the
Chairman or Vice Chairman and the Refunded Bonds Trustee are hereby authorized to execute
and /or file any necessary direction letters and. subscription forms for the purchase of such Escrow
Securities.
Section 9. Application of Bond Proceeds The proceeds: of the Bonds shall be applied,
together with certain other available moneys, if any, as provided in the Trust Indenture, the Loan
Agreement and, if applicable, the Escrow Deposit Agreement.
Section 10. Authorization of Negotiated Sale. 'Pursuant to the findings_ in Section 1
hereof, the Authority does hereby authorize and approve the sale of the Bonds to the Underwriter
through a negotiated sale rather than a public sale by competitive bid.
10
MIAMI/4279053.3
t ,Section ,l 1. ' Authorization of Executioni and Delivery of Purchase Contract The sale of
the Bonds' ire an aggregate principal amount not to exceed $145;000,000 to'•the Underwriter; at an
aggregate ipurchase..price reflecting an underwriter's discount not to exceed 1.10% of the'
aggregate;princpal amount of the Bonds, in accordance with a Purchase Contract (the "Purchase
Contract ") to! be entered into among the Authority, the'Medical Center and the Underwriter, is
hereby in all respects authorized and approved and there shall be executed on behalf of the
Authority in furtherance thereof the Purchase Contract.' The Authority does hereby authorize and
approve the execution and delivery of the Purchase Contract on behalf of the Authority by its
Chairman or Vice Chairman and such Purchase Contract shall be in substantially the form
thereof attached hereto and marked Exhibit F, and hereby approved, with such changes as shall
be necessary and, appropriate to reflect the final 'terms of the sale of the Bonds by the Authority
and such: further changes therein as shall be approved by the Chairman or Vice Chairman
executing the same; with such execution to constitute conclusive .evidence of the award of the .
Bonds , to the Underwriter and of such officer's approval and the Authority's approval of any
changes therein from the form of Purchase Contract attached hereto; provided that the Purchase
Contract shall comply with the provisions of this resolution and that the final terms of the Bonds
"contained in the Purchase Contract shall be within the parameters established in this resolution:
Prior to the execution of the Purchase Contract by the Authority, the Authority must be presented
with a disclosure statement prepared`by the Underwriter in compliance with Section 218.385,
Florida Statutes, which disclosure statement shall be filed in the records of the Authority.
Section 12. Appointment of Bond Trustee and Bond Registrar U.S. Bank National
Association, a national banking association, is hereby appointed the Bond Trustee and bond
registrar (the "Bond Registrar ") under the Trust Indenture.
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?' , ... Section 13: - Ap�rovall of Preliminary Official Statement The Authority hereby, approves ,
the 'use ° and distribution - of'the Preliminary Official -Statement relating to the Bonds (the
;`Preliminary Official Statement ") by the Underwriter in connection with the offer and sale of the
. Bonds;' in' substantially the form ;attached hereto and marked Exhibit G, with such changes as
shall be necessary : and: appropriate -to reflect the expected terms of the Bonds and to ensure
accurate disclosure of all relevant infornation; provided however, that except as specifically set
forth in the Preliminary Official Statement, the Authority makes no representations with respect
to the information contained in the Preliminary Official Statement.
Section 14. Approval of Official Statement The Authority hereby approves the use and
distribution of the Official Statement relating to the Bonds (the "Official Statement ") by the
Underwriter, in connection with the offer and sale of the Bonds in substantially the form of the
Preliminary Official Statement attached hereto and marked Exhibit G, with such changes as shall
be necessary and appropriate to reflect the final terms of the . Bonds and to ensure accurate
disclosure of all relevant information; provided, however,, that except as specifically set forth in.
the Official Statement, the Authority makes no representations with respect to the information
contained in the Official Statement.
Section 15. Delivery of the Bonds Upon the execution of the Bonds in accordance with
the provisions of the Trust Indenture, the Chairman or the Vice Chairman shall deposit the same
with the Bond Registrar for authentication and delivery upon the order of the purchasers thereof. .
The Bond Registrar is hereby requested to authentic and deliver the Bonds in accordance with
the Trust Indenture.
Section 16. Authorization of Execution and Delivery of Certain Additional Documents
The Authority does hereby authorize the subsequent execution and delivery of such additional
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MIAMI/4279053.3 ,
' documents as may: -be required in connection with the issuance and sale of the Bonds, the
applicatiop, of the ,proceeds thereof and the refunding of the ,Refunded Bonds, in such form or
forms and with party .or =parties as shall be approved by the Chairman or Vice Chairman;
including, without limitation, • a ..Tax .Certificate and Agreement to be entered into among the
Authority, ,the Medical. Center and the.Bond Trustee and, if necessary, a letter of representations
from the Authority to DTC.
Section 17. Authorization and Ratification of Acts The members, officers, agents and
employees of the Authority are hereby authorized and directed to do all such acts and things and
to execute all such documents, including, without limitation, the execution and delivery of any
closing documents, as may.be necessary to carry out and comply with the provisions of this
resolution, the documents attached hereto as Exhibits A through G, respectively, and any
documents executed and delivered pursuant to Section 16 hereof, and' all of the acts and doings
of -such members, officers, agents and employees of the Authority which are in conformity with
the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be
_ and are hereby ratified,, confirmed and approved.
Section 18. Recommendation to the City of Miami Beach Florida A public hearing
having been conducted on this date pursuant to the provisions of Section 147(f) of the Internal
Revenue Code of 1986, as amended, for the purpose of giving all interested persons an
opportunity to express their views on the proposed issuance of the Bonds, for which hearing
re asonable public notice was given, .the Authority he reby recommends that the . Commission
approve the issuance of the Bonds.
Section 19. Severability If any section, paragraph, clause or provision of this resolution
shall. be held to be invalid or ineffective for any reason, the remainder of this resolution shall
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'
continue ; in, full ,force; and. effect; it ;being expressly hereby found and declared that the remainder
:-of this, ;resolution- would have been adopted -despite the invalidity- or ineffectiveness of such
section,, paragraph, clause or provision.
a 4 Section 20! Effective Date This resolution shall take effect immediately upon its
. „ adoption " and -a ly provisions_ of any ;previous resolutions in conflict with the provisions herein
are hereby superseded.
Adopted this -12 day of July, 2012.
(SEAL) '
Chairman
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IVIIAMI/4279053.3
STATE OF FLORIDA )
SS:
COUNTY OF MIAMI -DADE )
We the.undersigned� -'do hereby certify that we are duly qualified and acting Members -of
the Miami Beach Health Facilities Authority (the "Authority ").
We further certify. that we were present at the meeting of the Authority held on July 12,
2012. and according to the official records of the Authority in our possession the above and
foregoing constitutes a true and correct copy of a - resolution adopted at said meeting of the
Authority.
We further certify that at such meeting said resolution, pursuant to motion made by
Sidney Goldin and seconded by Arthur Unger, was adopted by the following.vote:
Aye: Sidney Goldin
Arthur Unger.
Nay: .None
Present but not voting. (per R.S. Section 154.207(9)): Marc Umlas
Absent: Mark Sinnreich
Allison Stone
- We further certify, that provision has been made for the preservation and indexing of said
resolution, which is open for inspection .by the public at all reasonable times at the office of the
Chief Financial Officer of the City of Miami Beach, Florida, in the City of. Miami Beach,
Florida_ -
MIAMI/4279053.3
IN:VJITNESS,WHEREOF; °we have hereunto set our hands and affixed the official seal
r of the Authority thin 12`" .day of July, 2012.
airman
Vice Chairman
Member
Member
Member .
[SEAL]
SUBSCRIBED AND SWORN to before me, a Notary Public in the State ,and County
aforesaid, this 12t day of July, 2012.
o dry Public
My Commission expires: J�o
[Notarial Seal] .
��'A' ' ° �y 0 DOLORES PtNdIER
�• `�•
Nam wjc . $ too of Florida
my Comm. upirea dyf 22, 2013
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nm QOr10�
_ .... star) A$8{i,
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MIAMI/4279053.3
_• .EXHIBITS A THROUGH G ON FILE WITH THE AUTHORITY -
MIAMI/4279053.3