Resolution 2021-31804 RESOLUTION NO. 2021-31804
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND
SALE OF NOT TO EXCEED $150,000,000 PRINCIPAL AMOUNT OF
CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL
REVENUE BONDS, SERIES 2021B (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 16, 2021, as required by Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), a public hearing was held by or on
behalf of the Authority, for which there was reasonable public notice posted on July 2,
2021 on the City of Miami Beach website (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 $150,000,000 principal amount of City of Miami Beach Health
Facilities Authority Hospital Revenue Bonds, Series 2021 B (Mount Sinai Medical Center
of Florida) (the "Bonds"); and
WHEREAS, on July 16, 2021, 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) pay
(or reimburse) the cost of undertaking certain capital improvements owned or to be
owned by the Medical Center, (b) if so determined by the Medical Center, pay
capitalized interest on the Bonds, and (c) pay expenses in connection with the issuance
of the 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:
Section 1. The Bond Resolution adopted by the Authority on July 16, 2021 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 $150,000,000 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 o�� day of ✓ , 2021.
ATTEST:
DAN GELBER, MAYOR
8/L vn i APPROVED AS TO
RA AEL E. GRA ADO, CITY CLERK FORM&LANGUAGE :
&FOR EXECUTION
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EXHIBIT I
NOTICE OF PUBLIC HEARING
010-9214-3365/2/AMERICAS
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$15Q,000.000 Hnspltatgavenue Bonds(Mount SInal MedicaLC_eOtet ofFlorida NEW
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NOTICE OFPUOUCHEAmNG REGARDING THE PROPOSEOISSOANCEDY THE CcYOFmum_ 1 72 — coax + (C op 1 e,
CITY OF MIAMI BEACH HEALTH FACILITIES
- AUTHORITY
PUBLIC HEARING
NOTICE OF PUBLIC HEARING REGARDING THE
t PROPOSED ISSUANCE BY THE CITY OF MIAMI i
- BEACH HEALTH•FACILITIES AUTHORITY OF UP TO
$150,000,000 HOSPITAL REVENUE BONDS
(MOUNT SINAI MEDICAL CENTER OF FLORIDA) 1
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x Notice is hereby given that a publicthe'Hearing')x50 be held by or on behalf of
the City of Miami Beach Health Facilites
es au Authority(the'Authority')on July 16.2021.
commencing at 5:30 p.m.,or shortly thereafter,in the City Commission Chambers,City Han,
City of Miami Beach,Florida.1700 Convention Center Orion,3.Floor,Miami Beads,Florida
33139,far Use purpose of Ig a reasonable opportunity for Interested parsons to express
their views on the proposedtiedproviding
issuance by the Authority of its City of Miami Bead)Health
- Facilites Authority Hospital Revenue Bonds(Mount Shot Medical Center of Frieda),In one or
more series,In a maximum aggregate stated principal amount not le exceed 5150,000,000(the
laowa-).
The proceeds of the Bonds.which win be Issued as'qualified 501(c)(3)bonds.as
def d In Sedan 10.5 of the Internal Revenue Cade of 1996 as amended(the'Cada'),w9 be
loaned to Mount Sinai Medical Center of Florida.inc.(the'Medical Center),a ret-for-profit '
• corporation organized under the laws of the Slate of Florida.The Medical Center oIl use the
proceeds of the Bads.together cats other available monk's,if any.to()pay(a reimburse)the
cost of the Project(as described baba),-fid)if so determined by the Medtral Center.pay
capitalized Interest on the Bonds,and(iE)pay certain expenses In connection with the Issuance
' • of the Bands. '
The Prefect mounts of the undertaking of additional capital Improvements owned or to
. be maned by Use Medical Center,includarg the construction of a new cancer center and the
.acquisition.construction.renovation.modification.modemizahon,equipping.relocate and
. consolidation of other buildings.bdures,furnishings,equipment.leasehold Interests and other
fangde and Intangible property.which are part eta oil be part scathe Medical Centers fannies
located at4300 Alron Road.MUM Beach.Florida
The Bads and the Interest thane shat not muchole a debt,baba/or obdaabon of
the City of Miami Beach,Forma or el the State of Florida or of any Wheel suotiveian slrereol,
• • - but shat be payable sole/born the sources pledged therefor,Includung loan payments payable
under a loan agreement to be entered Into by d between the Authority and the Medical .
' Coater. .
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Pursuant la Section 285.0105,Fla.OWL,Na Authority hereby advises the public that tl P
person decides to appeal any decision made by the members of the Authority 0hth respect to
' ary.matler 0 p00 ered at its meeting or its hearing,such person must ensure that a verbatim
1 , record of the proceedings o made,vnoOs record 1 Ludes the testimony and evidence upon
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-which the appeal Is to he based:This notice does nor constitute consent by the Authority for the
uxrdduotnn or admission tl otherwise inadmissble or irrelevant evidence,nn does it eumodze
ctaganges or appeals not amenwise allowed by law,
To request m0 material In alteenate formal 01.20 Ian
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Relay Service),
This notice b published pursuant to the requirements of Section 1470)of the Code and
2 the Treasury R0gula0050 promulgated thereunder.
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July 2,2021 'CITY OF MIAMI BEACH
HEALTH FACIL111ES AUTHORITY •
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010-9233-0173/1/AM E RI CAS
EXHIBIT II
BOND RESOLUTION
010-9214-3365/2/AMERICAS
Resolutions - R7 E
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: July 28, 2021
11:00 a.m.
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND
SALE OF NOT TO EXCEED $150,000,000 PRINCIPAL AMOUNT OF CITY
OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL
REVENUE BONDS, SERIES 2021B (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.
RECOMMENDATION
The administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND/HISTORY
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 to of
provide funds to pay all or part of the cost of any project or any other lawful purpose and to issue
refunding bonds. The Ordinance provides that the City Commission must approve any bonds
issued by the Authority as the final step in the approval process.
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.
On July 16, 2021, as required by Section 147(f) of the Internal Revenue Code of 1986, as
Page 1146 of 2012
amended (the "Code"), a public hearing was held by or on behalf of the Authority, for which there
was reasonable public notice posted on July 2, 2021 on the City of Miami Beach website (a
copy of which notice is attached to this Resolution as Exhibit I and made a part thereof), 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 $150,000,000 principal amount of City of
Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2021 B (Mount Sinai
Medical Center of Florida)(the "Bonds").
On July 16, 2021, the Authority adopted a resolution, a copy of which is attached as Exhibit I I
and made a part thereof (the "Bond Resolution"), authorizing, under the provisions of the Act
and the Florida Industrial Development Financing Act, Chapter 159, Part I I, 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) Pay (or reimburse) the cost of undertaking certain capital improvements owned or to be
owned by the Medical Center.
(b) If so determined by the Medical Center, pay capitalized interest on the Bonds.
(c)Pay expenses in connection with the issuance of the Bonds.
ANALYSIS
By authorizing this Resolution, the City Commission is approving the issuance of Miami Beach
Health Facilities Authority Hospital Revenue Bonds, Series 2021 B (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 $150,000,000, for the purpose of providing funds
to be used, together with other available money.
SUPPORTING SURVEY DATA
n/a
FINANCIAL INFORMATION
n/a
Amount(s)/Account(s):
n/a
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida adopt the resolution which approves the Bond Resolution and the issuance and
sale of the Bonds by the Authority, including the approval of the issuance of the Bonds in
accordance with Section 147(f)of the Internal Revenue Code of 1986, as amended.
Is this a"Residents Right Does this item utilize G.O.
to Know" item. pursuant to Bond Funds?
City Code Section 2-14?
Yes, No No
Legislative Tracking
Finance
Page 1147 of 2012
ATTACHMENTS:
Description
Resolution
D Exhibit II
Page 1148 of 2012
EXHIBIT I
NOTICE OF PUBLIC HEARING
010-9214-3365/2/AMERICAS
Page 1151 of 2012
A RESOLUTION OF THE CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORITY(I)AUTHORIZING THE ISSUANCE OF CITY OF MIAMI BEACH
HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES
2021B (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 $150,000,000, FOR THE PURPOSE OF PROVIDING FUNDS TO
BE USED, TOGETHER WITH OTHER AVAILABLE MONEYS, IF ANY, TO:
(A) PAY (OR REIMBURSE) THE COST OF CERTAIN CAPITAL
IMPROVEMENTS OWNED OR TO BE OWNED BY MOUNT SINAI MEDICAL
CENTER OF FLORIDA, INC. (THE "MEDICAL CENTER"), (B) IF SO
DETERMINED BY THE MEDICAL CENTER, PAY CAPITALIZED INTEREST
ON THE BONDS, AND (C) PAY EXPENSES IN CONNECTION WITH THE
ISSUANCE OF THE BONDS,TO BE ISSUED UNDER THE PROVISIONS OF
A TRUST INDENTURE AND A LOAN AGREEMENT,AND TO BE FURTHER
SECURED BY A SECOND AMENDED AND RESTATED MASTER TRUST
INDENTURE, A SUPPLEMENTAL MASTER TRUST INDENTURE FOR
OBLIGATION NO. 16, AN OBLIGATION NO. 16, A FEE AND LEASEHOLD
MORTGAGE, ASSIGNMENT AND SECURITY AGREEMENT AND AN
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT;
(Il) 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)
AUTHORIZING THE NEGOTIATED SALE OF THE BONDS; (VI)
AUTHORIZING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF
A PURCHASE CONTRACT; (VII) APPOINTING A BOND TRUSTEE AND
BOND REGISTRAR UNDER THE TRUST INDENTURE; (VIII) APPROVING
THE USE OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT; (IX) AUTHORIZING PROCUREMENT OF CREDIT
ENHANCEMENT FOR THE BONDS BY THE MEDICAL CENTER; (X)
AUTHORIZING THE EXECUTION AND DELIVERY OF ADDITIONAL
DOCUMENTS REQUIRED; (XI) RECOMMENDING APPROVAL OF THE
BONDS BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA; AND (XII) PROVIDING FOR OTHER RELATED
MATTERS.
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
Page 1155 of 2012
"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 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
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 funds to be used, together with other available moneys, if any, to (i) pay (or
reimburse) the cost of undertaking certain capital improvements owned or to be owned by
the Medical Center(the"Project"), (ii) if so determined by the Medical Center, pay capitalized
interest on the Bonds (hereinafter defined), and (iii) pay expenses in connection with'the
issuance of the Bonds, through the issuance by the Authority of not to exceed $150,000,000
principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds,
Series 2021 B (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 a Second 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. 16 with the Master Trustee,
supplementing the Master Indenture, pursuant to which Obligation No. 16 ("Obligation No.
16") 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 Master Trustee the payment of all
payments under Obligation No. 16, all as more specifically set forth in an Amended and
Restated Guaranty and Security Agreement entered into between the Foundation and the
Master Trustee; and
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Page 1156 of 2012
WHEREAS, as security for Obligation No. 16 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. 16; 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 posted on the City's website, 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 the
Minimum Acceptable Rating (as that term is 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:
Section 1. Findings. 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) and 159.219 of the Health Act and Sections
159.28(7) and 159.34 of the Industrial Act, the Authority is authorized and empowered to
issue the Bonds for the purposes described herein.
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Page 1157 of 2012
(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.
(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
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Page 1158 of 2012
the expense of the Medical Center, and for the payment of the principal of, premium, if any,
and interest on the Bonds.
(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) 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 course
of the issue by sophisticated financial advisors, investment bankers and similar parties, such
as the Underwriter, 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.
(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
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Page 1159 of 2012
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.
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 Bonds, Series 2021B (Mount Sinai
Medical Center of Florida)", in an aggregate principal amount not exceeding $150,000,000,
and the loan of the proceeds thereof to the Medical Center to (i) pay (or reimburse) the cost
of the Project, (ii) if so determined by the Medical Center, pay capitalized interest on the
Bonds, and (iii) pay expenses in connection with the issuance of the 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
6
Page 1160 of 2012
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 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 $150,000,000; the
interest rates on the Bonds shall not exceed 5.25% 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 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
7
Page 1161 of 2012
to the signature of the Chairman or Vice Chairman of the Authority as they appear on the
Bonds, the Trust Indenture, the Loan Agreement, and any other documents which may be
necessary or helpful in connection with the issuance and delivery of the Bonds and the
application of the proceeds thereof.
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.
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. 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 and the Loan Agreement.
8
Page 1162 of 2012
Section 8. 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.
Section 9. Authorization of Execution and Delivery of Purchase Contract. The
sale of the Bonds in an aggregate principal amount not to exceed $150,000,000 to the
Underwriter, at an aggregate purchase price reflecting an underwriter's discount not to
exceed 0.52%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 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 C, 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.
9
Page 1163 of 2012
Section 10.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 11.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 Underwriter in connection with the offer and sale
of the Bonds, in substantially the form attached hereto and marked Exhibit D, 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.
Section 12.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 D, 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 13.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.
10
Page 1164 of 2012
Section 14.Authorization of Credit Enhancement. The Authority hereby
authorizes the procurement of credit enhancement to secure all or a portion of the Bonds by
the Medical Center and hereby authorizes the Chairman, Vice Chairman and other members
or agents of the Authority to take all actions and steps necessary to assist the Medical Center
in procuring such credit enhancement, including provisions in the various documents
approved in this resolution to provide for such credit enhancement and execution of any
agreements with credit enhancement providers, if the provision of credit enhancement for all
or a portion of the Bonds is deemed necessary or desirable by the Medical Center.
Section 15.Authorization of Execution and Delivery of Certain Additional
Documents. 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 and the application of the proceeds thereof, 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. 16 to the Bond Trustee, a Tax
Certificate and Agreement to be entered into between the Authority and the Medical Center
and, if necessary, a letter of representations from the Authority to DTC.
Section 16.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 D,
respectively, and any documents executed and delivered pursuant to Section 15 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.
11
Page 1165 of 2012
Section 17. 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 reasonable public notice was given, the Authority hereby recommends that the
Commission approve the issuance of the Bonds.
Section 18.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.
Section 19. 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 16th day of July, 2021.
(SEAL)
1pfla
t airman
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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city Attorney 7 Date
12
Page 1166 of 2012
CERTIFICATE AS TO RESOLUTION
I, the undersigned, do hereby certify that I am duly qualified and acting Chairman of
the City of Miami Beach Health Facilities Authority(the "Authority").
I further certify that a meeting of the Authority was held on July 16, 2021, at which a
quorum of the members of the Authority was present, and according to the official records of
the Authority the above and foregoing constitutes a true and correct copy of a resolution
adopted at said meeting of the Authority.
I further certify that at such meeting said resolution, pursuant to motion made by
Derrick Attard and seconded by Martin Zaiac, was adopted by the following vote:
Aye: Derrick Attard
Sidney Goldin
Arthur Unger
Martin Zaiac
Nay: None
I 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.
Page 1167 of 2012
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the Authority this 16th day of July, 2021.
(SEAL)
P AP
r' Chairman
Page 1168 of 2012
EXHIBITS A THROUGH D ON FILE WITH THE AUTHORITY
Page 1169 of 2012