Loading...
2014-28634 Reso RESOLUTION NO. 2014-28634 RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $200,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE AND REFUNDING BONDS, SERIES 2014 (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 LII, Florida Statutes, as amended.(the "Act"); and WHEREAS, the Ordinance was amended by Ordinance No. 91-2738 adopted on April 101 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 11 1998; and WHEREAS, on May 15, 2014, 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 April 27, 2014 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 $200,000,000 principal amount of City of Miami Beach 4296290/3/MIAMI i Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 (Mount Sinai Medical Center of Florida) (the "Bonds"); and WHEREAS, on May 15, 2014, 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 and defease all or a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of Florida) (such bonds or portion thereof to be refunded, the "Refunded Bonds"), previously issued for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking certain capital improvements owned or to be owned by the Medical Center, (c) field a deposit to a debt service reserve, if any, and (d) 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 4296290I3/MIAMI Section 1. The Bond Resolution adopted by the Authority on May 15, 2014 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 $200,000,000 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 It day of 7gNF , 2014. (SEAL) 0 Attest: City Clerk �C .: APPROVED AS TO r" :INCOR FORM &LANGUAGE QED: &FAN EXECUTION �6 Date City Atto y 3 4296290/3/MIAMI EXHIBIT I NOTICE OF PUBLIC HEARING 4296290/3/MIAMI MiamiNerald.corn I MIAMI HERALD CITY OF MiAMI BEACH HEALTH FACILITIES AUTHORITY PUBLIC HEARING NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED ISSUANCE BY THE CiTY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY OF UP TO $200,000,000 HOSPITAL REVENUE AND REFUNDING BONDS (MOUNT SINAi MEDICAL CENTER OF FLORIDA) Notice is hereby given that a public hearing will be held by or on behalf of the City of Miami Beach Health Facilities Authority (the`Authority')on May 15,2014,commencing at 11:00 a.m.,or shortly thereafter, in the City Manager's Large Conference Room, City Hall, City of Miami Beach, Florida, 1700 Convention Center Drive, 4th Floor,Miami Beach,Florida 33139,for the purpose of providing a reasonable opportunity for interested persons to express their views, 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 and Refunding Bonds(Mount Sinai Medical Center of Florida),in one or more series,in an aggregate principal amount not to exceed$200,000,000(the"Bonds"). The proceeds of the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc. (the'Medical Center"),a not-for-protit 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 a portion of the then outstanding$107,075,000 original principal amount City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds,Series 2004 (Mount Sinai Medical Center of Florida) (the"Prior Bonds"),(ii)pay(or reimburse)the cost of the Project(as described below),(iii)fund a debt service reserve for tfie Bonds,if any,and(iv)pay certain expenses in connection with the issuance of the Bonds and the refunding of the Prior Bonds to be refunded. The Prior Bonds were 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 Afton Road, Miami Beach,Florida. The Project consists of the undertaking of additional capital improvements owned or to be owned by the Medical Center,including the construction of a new patient tower,the replacement of the emergency department,the replacement of the operating room suites and the acquisition,construction,renovation, modification, modernization, equipping, relocation and consolidation of other buildings, fixtures, furnishings,equipment,leasehold interests and other tangible and intangible property,which are part of or will be part of the Medical Center's facilities located at 4300 Afton Road,Miami Beach,Florida The Bonds and the interest thereon 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 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 4 authorize challenges or appeals not otherwise allowed by law. In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodation to participate in this proceeding,or to request information on 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 prior to the proceeding.If hearing impaired,contact the City Clerk's office via the Florida Relay Service numbers,(800)955-8771(TTY)or(800)955-8770(VOICE). This notice is published pursuant to the requirements of Section 147(f)of the Internal Revenue Code of 1986,as amended. April 27,2014 CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY Ad 880 EXHIBIT II BOND RESOLUTION a 4296290l31MIAMI RESOLUTION A RESOLUTION (i) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 (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 $200,000,000, for the purpose of providing funds to be used, together with other available moneys, if any, to: (a) refund and defease all or a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of Florida), (b) pay (or reimburse) the cost of certain capital projects, (c) fiend a deposit to a debt service reserve, if any, and (d) 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. 10, an Obligation No. 10, 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) consenting to amendments in the Amended and Restated Guaranty and Security Agreement; (vi).. authorizing the execution and delivery ..by._the Authority of an Escrow Deposit Agreement, the redemption, as applicable, of the Refunded Bonds 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. 4296291l3/MIAMI WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") has been created pursuant to the Health Facilities Authorities Law, being Chapter 74-323, 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 bonds and its refunding bonds and to loan the proceeds thereof to "health facilities" (as defined in the Health Act) located in the City to pay the cost of certain capital projects and to refund revenue bonds issued by the Authority for the benefit of health facilities; and WHEREAS, 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 ftinds to be used, together with other available moneys, if any, to (i) refund and defease all or a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of Florida) (the "Series 2004 Bonds"; the Series 2004 Bonds or portion thereof to be reftinded hereinafter referred to as the "Refunded Bonds"), previously issued for the benefit of the Medical Center, (ii) pay (or reimburse) the cost of undertaking certain capital improvements owned or to be owned by the Medical Center (the "Project"), (iii) Rind a deposit to a debt service reserve, if 4296291/3/MIAMI any, and (iv) pay expenses in connection with the issuance of the Bonds (hereinafter defined) and the refunding and defeasance of the Refunded Bonds, through the issuance by the Authority of not to exceed $200,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 (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 loaned 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, the Medical Center intends to enter into a Second Amended and Restated Master Trust Indenture with the Master Trustee which, upon obtaining the required consents Linder the Master Indenture, will amend and restate the Master Indenture; 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. 10 with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No. 10 ("Obligation No. 10") will be issued securing the 429629113/MIAMI obligation of the Medical Center to make payments under the Loan Agreement in respect of the Bonds; and i 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 Amended and Restated Guaranty and Security Agreement (the "Restated Guaranty Agreement") to be entered into between the Foundation and the Bond Trustee. which will amend and restate the Amended and Restated Guaranty and Security Agreement dated as of September 1, 2012 (the "2012 Restated Guaranty Agreement") between the Foundation and the Bond Trustee; and WHEREAS, as security for Obligation No. 10 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, Assignment and Security Agreement, as previously amended, which will be modified in connection with the issuance of Obligation No. 10; 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 April 27, 2014 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 4 4296291/3/MIAMI 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. and Wells Fargo Bank, National Association, as underwriters.(the "Underwriters"), since the Medical Center had requested such negotiated sale to the Underwriters and for the reasons hereinafter set forth. NOW THEREFORE, Be It Resolved by the City of Miami Beach Health Facilities Authority as follows: Section 1. Fin_ din s. The Authority hereby finds and determines that: (1) The Medical Center is a'`health facility" within the meaning of 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) The Project constitutes a '`project", within the meaning of Section 154.205(10) of the Health Act and Section 159.27(5) of the Industrial Act, located in the City. (3) Pursuant to Sections 154.209(10), 159.219 and 154.235 of the Health Act and Sections 159.28(7), 159.34 and 159.41 of the Industrial Act, the Authority is authorized and empowered to issue the Bonds for the purposes described herein. (4) The issuance of-the Bonds by the Authority for the purposes described herein will serve a valid public purpose by advancing the commerce, welfare and prosperity of the City and its people. (5) The Authority and the City are each a "local agency" as defined in Section 159.27(4) of the Industrial Act. 5 4296291/3/MIAMI (6) As required by Section 159.29(1) of the Industrial Act, the Project is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of, the local agency in which it is located and shall serve a public purpose by advancing the public health of the State of Florida and its people. (7) As required by Section 159.29(2) of the Industrial Act, the Medical Center is a financially responsible corporation fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligation to make payments in the amounts and at the times required to pay the principal of, premium, if any, and interest on the Bonds and other payments required under the Loan Agreement, to operate, repair and maintain at its own expense the Project and to serve the purposes of the Industrial Act and such other responsibilities as are imposed under the Loan Agreement. (8) As required by Section 159.29(3) of the Industrial Act, the City, as the local agency in which the Project will be located, will be able to cope satisfactorily with the impact of the Project, and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. (9) As required by Section 159.29(4) of the Industrial Act, adequate provision shall be made in the Loan Agreement for the operation, repair and maintenance of the Project at the. expense of the Medical Center, and for the payment of the principal of, premium, if any, and interest on the Bonds. 6 4296291/3/MIAMI (10) As required by Section 159.29(5) of the Industrial Act, the costs of the Project to be paid from the proceeds of the Bonds shall be "costs" of a "project" within the meaning of Sections 159.27(2) and 159.27(5), respectively, of the Industrial Act.. (11) The Medical Center has advised the Authority that no certificates of need from the Florida Agency for Health Care Administration are required with respect to the Project. (12) Review and comment from the Health Council of South Florida, Inc. (the `'Health Council") as to the issuance of the Bonds for the purpose of refunding the Refunded Bonds was requested and the health Council has advised that it has no material concerns with respect thereto. (13) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the Bonds to the Underwriters 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 Underwriters 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 course of the issue by sophisticated financial advisors, investment bankers and similar parties, such as the Underwriters, experienced in the structuring of 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. 7 429629113/MIAMI (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, and 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 Underwriters, who have 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. Section 2. 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 and Reftinding Bonds, Series 2014 (Mount Sinai Medical Center of Florida)", in an aggregate principal amount not exceeding $200,000,000, and the loan of the proceeds thereof to the Medical Center to (i) refund and defease the Reftrnded 8 429629113/MIAMI Bonds, (ii) pay (or reimburse) the cost of the Project, (iii) fund a deposit to a -debt service reserve, if any, as shall be determined by the Medical Center, and (iv) pay expenses in connection with the issuance of the Bonds and the refunding and defeasance 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. Terns 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 the 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 by the 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 $200,000,000; the interest rates on the Bonds shall not exceed 6.00% per annum; 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 9 4296291/3/MIAMI 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 Chairman 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"), are 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) and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds, the application of the proceeds 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 Designated Member of the Authority and the delivery of the Trust Indenture. The Trust Indenture shall be in substantially the form thereof attached hereto and marked Exhibit A 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 Trust Indenture attached hereto. 10 4296291/3/MIAMI 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 Loan 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. Consent to Amendments in Restated Guaranty Agreement. The Authority does hereby consent to the amendments to be contained in the Restated Guaranty Agreement in order to (.i) extend the guarantee thereunder to the payment of amounts due under the Loan Agreement, and (ii) delete the condition that the Authority provide prior written consent to certain amendments as contained in Section 4.1 of the 2012 Restated Guaranty Agreement. Section 8. Refiinding and Redemption of Refunded Bonds: Escrow Deposit Agreement. The Medical Center shall determine the Series 2004 Bonds which shall constitute the Refunded Bonds. The Refunded Bonds shall be called for P redemption prior to maturity as p Y shall be provided in the Escrow Deposit 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 an Escrow Deposit Agreement with respect to the Refunded Bonds (the "Escrow Deposit Agreement") to be entered into among the Authority, the Medical Center and the trustee for the Refilnded Bonds (the "Refunded Bonds Trustee"). The Escrow Deposit Agreement shall be in substantially the form thereof attached hereto and marked Exhibit C and hereby approved, with such changes therein as 11 4296291/3/MIAMI 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 t-herein from the form of the Escrow Deposit Agreement attached hereto. 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 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 Underwriters through a negotiated sale rather than a public sale by competitive bid. Section 11. Authorization of Execution and Delivery of Purchase Contract. The sale of the Bonds in an aggregate principal amount not to exceed $200,000,000 to the Underwriters, at an aggregate purchase price reflecting an underwriters' discount not to exceed 0.95% of the . aggregate principal 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 Underwriters, is hereby in all respects authorized and approved and there shall be executed on behalf of the Authority in fin-therance 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 12 4296291/3/MIAMI thereof attached hereto and marked Exhibit D, 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 Underwriters 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 Underwriters 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. Section 13. Approval 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 Underwriters in connection with the offer and sale of the Bonds, in substantially the form attached hereto and marked Exhibit E, 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 information; 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. 13 429629113/MIAMI 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 Underwriters in connection with the offer and sale of the Bonds in substantially the form of the Preliminary Official Statement attached hereto and marked Exhibit E, 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 infonnation; 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 authenticate and deliver the Bonds in accordance with the Trust Indenture. d Deliver of. Certain Additional Documents. Section 16. Authorization of Execution a n v The Authority does hereby authorize the subsequent execution and delivery of such additional documents as may be required in connection with the issuance and sale of the Bonds, the application of the proceeds thereof and the refunding of the Refunded Bonds, in such form or forms and with such party or parties as shall be approved by the Chairman or Vice Chairman, including, without limitation, the Endorsement and Assignment of Obligation No. 10 to the Bond Trustee, 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 fi•om the Authority to DTC. 14 4296291/3/MIAMI 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 E, 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 Citv of Miami Beach, Florida. A public hearing having been conducted on this date pursuant to the provisions of Section 147(0 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 PP Y p P P � b reasonable public notice was given, the Authority hereby recommends that the Commission approve the issuance of the Bonds. Section 1.9. 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 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. 15 4296291/3/MIAMI Section 20. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions herein are hereby superseded. Adopted this 15`x' day of May, 2014. (SEAL) / hairman 16 4296291/3/MIAMI STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE) We, the undersigned, do hereby certify that we are duly qualified and acting Members of the City of Miami Beach Health Facilities Authority (the `'Authority"). We further certify that we were present at the meeting of the Authority held on May 15, 2014 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 Mark Sil-inreich and seconded by Sidney Goldin, was adopted by the following vote: Aye: Sidney Goldin Robert Hertzberg Mark Sinnreich Arthur Unger Nay: None Present but not voting (per F.S. Section 154.207(9)): Marc Umlas 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. 17 4296291/3/MIAMI IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the Authority this 15t11 day of May, 2014. airman 1 ice Chairman Member Member Member [SEAL] SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County aforesaid, this 15t1i day of May, 2014. tary Public My Commission expires; [Notarial Seal] `.Pµv PG• QOESSA DOLORESPINDER Q. �? Notary Public Stale of Florida b'= MY Comm.Expires Jul 22,2417 - Commission #FF 007256. .. . .T 0 Ahn.. 18 4296291/3/MIAMI i EXHIBITS A THROUGH E ON FILE WITH THE AUTHORITY 4296291/31MIAMI 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 $200,000,000 Principal Amount Of City Of Miami Beach Health Facilities Authority Hospital Revenue And Refunding Bonds, Series 2014 (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.): N/A Issue: Should the City Commission approve the resolution which allows for the issuance of not to exceed $200,000,000 in City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 Mount Sinai Medical Center of Florida)? Item Summary/Recommendation: The proceeds of the Bonds will be used by Mount Sinai Medical Center of Florida, Inc. (the "Medical Center"), a not-for-profit corporation organized under the laws of the State of Florida, together with other available monies, if any, to (a) refund and defease all or a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refund Bonds, Series 2004 (Mount Sinai Medical Center of Florida) (such bonds or portion thereof to be refunded, the "Refunded Bonds"), previously issued for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking certain capital improvement owned or to be owned by the Medical Center, (c) fund a deposit to a debt service reserve, if any, and (d) pay expenses in connection with the issuance of the Bonds and the refunding and defeasance 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 N/A Principal & Interest payments to be Source of Funds: paid by Mount Sinai Medical Center of OBPI Florida, Inc. Total City Clerk's Office Legislative Tracking: Patricia Walker, Chief Financial Officer Sign-Offs: Department Director Assi git Manager City Manager PDW JL TAAGENDA\2014\June 11\Regular\HFA Bonds-Summary Memo.docx AGENDA ITEM MIAM C — DATE MIAMI B EAC H City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Philip Levine and Members o the City C mmission FROM: Jimmy L. Morales, City Manager DATE: June 11, 2014 SUBJECT: RESOLUTION OF THE MAYOR ND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORI A, APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $200,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE AND REFUNDING BONDS, SERIES 2014 (MOUNT SINAI MEDICAL CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(0 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 issuance and sale of not to exceed $200,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 (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. 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. The proceeds of the Bonds will be used by Mount Sinai Medical Center of Florida, Inc. (the "Medical Center"), a not-for-profit corporation organized under the laws of the State of Florida, together with other available monies, if any, to (a) refund and defease all or a Commission Memorandum — June 11, 2014 Health Facilities Authority Bonds Series 2014 Page 2of3 portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refund Bonds, Series 2004 (Mount Sinai Medical Center of Florida) (such bonds or portion thereof to be refunded, the "Refunded Bonds"), previously issued for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking certain capital improvement owned or to be owned by1he Medical Center, (c) fund a deposit to a debt service reserve, if any, and (d) pay expenses in connection with the issuance of the Bonds and the refunding and defeasance of the Refunded Bonds. Besides refinancing all or a portion of the Series,2004 Bonds, the Series 2014 Bonds are also being issued to finance the construction of a new surgery tower which will contain approximately 12 operating rooms and between 120-160 beds. The proceeds will also be used for the expansion of the emergency department from 16,700 sq. ft. to 37,000 sq. ft. and for other renovations throughout the Medical Center. 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. The Medical Center requested that the Authority assist them 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 and Refunding Bonds, Series 2014 (Mount Sinai Medical Center of Florida), or such other designations as may be appropriate, in an aggregate principal amount not to exceed $200,000,000 (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 2004 Bonds that have been issued on behalf of the Medical Center, (2) pay (or reimburse).the cost of undertaking certain capital improvements owned or to be owned by the Medical Center (3) fund a debt service reserve for the Bonds, and (3) finance the cost of issuance of the Bonds. 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 May 15, 2014, 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 2014 Bonds. Following which, the Authority adopted a Resolution authorizing the issuance of the Authority's Series 2014 Bonds, the proceeds of which will be used by the Medical Center as mentioned above. Commission Memorandum — June 11, 2014 Health Facilities Authority Bonds Series 2014 Page 3 of 3 The Authority, at its May 15, 2014 meeting, also approved a fee waiver for the upfront and annual fees. 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. JLM:PW:jr T:1Agenda/2014/June 11/Regular/HFA Bonds-Comm Memo June 2014