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98-22973 RESO RESOLUTION NO. 98-22973 RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE OF NOT TO EXCEED $102,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 1998 (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), 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 ST ATE 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 Florida 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 November 3, 1998, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Authority held a public hearing, for which there was reasonable public notice published on October 19, 1998 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, either orally or in writing, or both, in connection with the Authority's proposed issuance of its not to exceed $102,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center of Florida Project)(the "Bonds") for the purposes hereinafter described; and WHEREAS, on November 17, 1998, 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 "Hospital"), and used, together with any other available moneys, to (a) pay (or reimburse) the cost of certain capital improvements at the Hospital's facilities (the "Project") (b) fund a debt service reserve for the Bonds and (c) pay certain expenses in connection with the issuance of the Bonds; and WHEREAS, the Ordinance, as amended, requires the approval by the Commission of all 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 of the Bonds pursuant thereto. NOW, THEREFORE, BE IT RESOLVED BY THE MA YOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. The Bond Resolution adopted by the Authority on November 17, 1998 and the issuance of the Bonds pursuant thereto are hereby in all respects approved, includingr 2 approval of the issuance of the Bonds in a principal amount not to exceed $102,000,000 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 18thday of Novrneber, 1998. (SEAL) 1J1/1 . Mayor Attest: ~r fCLtdv- City Clerk APPROVED AS TO FORM & LANGUAGe & FOR EXecUTION 1tl~ 11j,?hO ..'~. 'A. 0 ey ~ 3 EXHIBIT I NOTICE OF PUBLIC HEARING PUBLISHED DAIL Y MIAMI-DADE-FLORIDA Mljpej ~ ..U.LIC H..'''UNG Nonc. 0.. "u""c _A'UNG ".GA"DING TH. ""O"O..D'..UANC. .Y TH. CITY OP MIAMI "ACH _AL TH FACILfT1lIi AUTHO"ITY OFU"TO 'O'!._,~ HO.PIT L ".V.Nu. 1':8~~"f:::V.~1L C.NT." OP PLO"IOA ""o.I.CT) STATE OF FLORIDA COUNTY OF DADE .',: "t..";:-'!U PubiishingCompan) is . P~~:jl~.h:.,~.b:'i,i~::'-J by the City ,ot,\1iarnl B~h H..lth Fec:llitl_ Authority ~~~~=~~tl~~;n commencing et q:OO 8.m., Oil shortly there"'_. in the City M.n~'. Conference ~=i' ~~~'Ffol:~~ 1700 Convention Cant... Drive. 4th i Floor Miami S...:h. Flork:la. 331 39. f~ the purpo_ of L provtdlng a '.._n~" opportunJty for lnt...ted. JMIraona to ellpr... tn.... I vtew. both orally -.nd in writing Cwhich muet be rec:eiv-.d by t'" Authorltv: ~~::.~~=~t. ,n en envelope. on the propoaed i..uance by the Aut.honty of it. City of Miami aeech 'H_'th Fee"itl.. Authority Hoepita' R.venue Bonde. Se,... 1 998 (Mount Sin. Medical Cent_ of Fkw.cM r:;i~!:f:;'i:j;n.":~~~:.of not to ..ceed $102.000,000 (the "Sonda-'>>. 'wilT:: ~~:,~~;'-= MediceI Cent<< of Ftorld., lnc.. Ithe "Medical C__t.,."). . not-for-profit corporation or~iEed under ,the 11tW'. at the St8te of Florida. end will ::...=t =::'~if~;. ~:m ~= ~~;:~~=~~:=et of =~i (iV":'~:-r:~~z:ct (iN>> fund e debt ...-vtc. ,......-ve for the 8Of'de. end liv' P8'V ~ain ..pen._ '" connection with the i..uence of the Bond.. ,fol~~:;'lir,:,:;c:lti.t. of tM . conetruetion. I.... nur....,g home. opwllttng r~ tower '=~r:.~ :'-::c! Arton R08d. Miemi B--=h. Fk>>rlde 33140; end un ath_ con.tr\lC:tion involving improvwnenta end '==:~-:~i:)o =i:~j~1gn of .dm'n..trat,..,. end he.rth c.. equtpment such a. comput_ t~h"oIagy. Wlt.-ventionel procedures eQuipm.nt and cercNec cethet.nzatton .qu.pment; .nd etv) tengib" ....t. ~e::t.::.:hVllici'" prectlce The Protect wtlt be owned by the MMic. Cent... end c::'t~sP~:~~:::C~ m 4300 Atton Roed. Mlaf!'1i B.ech. Ftotide 33140; hn 10.. Alton Roed. M"mt Beech. FtoridlI 3313.; (lin 400 Anhur GodfNy. R_. I ~:;:i~~3~~~'7" .=-ri~i 820i Arthur Godfr.Y' Roed. Mtem. Beech. FlorhM 331.0. I The Bond. and the interest th....on sh'" not constitute al th:b~~~I~~io~~on of, Ftorlde. <<of the Stat. of FIOf'~ 0# of any politiC" subdiv.ston thereof. but shall be JMIyeb" so'-y from tM revenue. and kJen payment. pay.eMe under _ toen agreem.nt to be ent.-.d i~ta by and between the Authority end th. ~Icet C.nt.. Before the undersigned authority personally appeared: HIRAM LOPEZ who on oath says that he/she is" CUSTODIAN OF RECORDS of The Miami Herald, a daily newspaper published at Miami in Dade County, Florida; that the attached copy of advertisement was published in said newspaper in the issues of: OCTOBER 19. 1998 Affiant further says that the said The Miami Herald is a newspaper published at Miami, in the said Dade County, Florida and that the said newspaper has heretofore been continuously published in said Dade County, Florida each day and has been entered as second class mail matter at the post office in Miami, in said Dade County, Florida, for a period of one year next preceding the fltSt publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, fIrm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspapers( s). 20th DAY OF VlRGIN1A J CAI.LON NOTARY PUBLIC SlATIl OF Pi.atJDA NO. CC6a2828 M 155'.oN EXP. ocr. 17 "lyC NO STENOGRAPHIC RECORD BY A CERTIFIED COURT RE"'ORTEA W1LL BE MADE OF THE FOREGO_NG MEETING. ACCORDINGLY. ANY PERSON WHO MAY SEEK TO APPEAL ANY DEClstON INVOLVING THE MATTERS NOTICED HEREIN WILL 8E RESPONSIBLE FOR MAKING A VERBATIM RECORD OF THE TESTIMONY AND EVIDENCE AT SAID MEETING UPON WHICH ANY APPEAL IS TO BE BASED, IN ACCORDANCE WITH THE AMERICANS WITH DISABiliTIES ACT OF 1990. PERSONS NEEDING , ~~~'B:'~OOA TION TO' PARTICIPATE IN THIS HEARING SHOULD CONTACT THE CITY OF MIAMI BEACH CITY CLERK'S OFFICE NO LATER ~) 1'2 -I hl)J l30;) 3;(1_:n;~~:~~:~f,!.gAYSPRIOA TELEPHONE 13051 674-7411 IICOR ASSISTANCE; IF HEAFlING IMPAIREDI TELEPHONE THE FlOllIOA RELAY SERVICE ~'6~re;s.(.~1 m::m. (VOICE) FOR ASSISTANCE. OCTOBER 1998 \" '1 ~! I '.1 \1:,11111. F\"llcLl ThiS notlc. is published ~f~~f~nt~ ~~(f,~~~~:menu lnternel Aevenue Code of 1 98lS, a. em.nded. Octo~ 19, 1998 CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY EXHIBIT II BOND RESOLUTION Library: Columbus; Document #: 42123v3 j<&rJ/{/(lolf/: Y 8-Z2 P 7 ~ Miami Beach, Florida November 17, 1998 The City of Miami Beach Health Facilities Authority (the "Authority") met in public session in the City Attorney's Conference Room, 4th Floor, City of Miami Beach City Hall, in the City of Miami Beach, Florida, at 10:00 a.m. on November 17, 1998. Upon call of the roll, the following were found to be present: rho.. . n, '-4 c;. ~ I get. \i...., (\-. /vc....l\c rl S e 'j e \ /tvth " "..... 5. ~ :" :)'<. Y' Absent: /"b,""" Ii!. It was announced by the Chairman that the purpose of the meeting included the adoption of a resolution authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center of Florida Project), of the Authority in an aggregate principal amount not to exceed $102,000,000. Thereupon the following resolution was introduced in written form by the Chairman, the title thereof was read in full, and pursuant to motion made by AYfi...,,,.... ~. VN~Q.V"" and seconded by Dr. NI.."\..tJ.u,.... S' ~se. \ , adopted by the following vote: Aye: 011. (1'~c..e 1 ~vq LV. ."'~~ J-l.~e.' Avtn..V" 5". J.....':}Q~ Nay: {'oJc. rV "- The resolution was thereupon declared and adopted, signed by the Chairman and attested by {)v. ~,'- ~o...'" (~')v I . The resolution reads in full as follows: A RESOLUTION (i) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center of Florida Project) (the "Bonds") of the City of Miami Beach Health Facilities Authority (the "Authority") in an aggregate principal amount not to exceed $102,000,000, for the purpose of providing funds to be used, together with other available moneys, to: (a) pay (or reimburse) the cost of certain capital improvements at the Hospital facilities (the "Project"), (b) fund a debt service reserve for the Bonds and (c) pay certain 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 Master Trust Indenture, a Supplemental Master Trust Indenture for Obligation No.2, an Obligation No.2 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 an Amended and Restated Master Trust Indenture, the Supplemental Master Trust Indenture for Obligation No.2, Obligation No.2 and the Amended and Restated Guaranty and Security Agreement; (vi) authorizing the negotiated sale of the Bonds and the execution and delivery by the Authority of a Bond Purchase Agreement; (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 and authorizing the execution and delivery of the Official Statement; (ix) authorizing the execution and delivery of additional documents required in connection with the Bonds; (x) recommending approval of the Bonds by the City Commission of the City of Miami Beach, Florida; and (xi) providing for other related matters. WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") has been created pursuant to Chapter 74-323, Laws of Florida, being Part III of Chapter 154 of the Florida Statutes, as amended, known as the Health Facilities Authorities Law (the "Health Act"), 2 and has been determined to be needed by the City Commission (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 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 "Hospital") is requesting the Authority to assist the Hospital in providing funds to be used, together with other available moneys, to (a) pay (or reimburse) the cost of certain capital improvements at the Hospital facilities as described in the Loan Agreement (hereinafter defined) (the "Project"), (b) fund a debt service reserve for the Bonds (hereinafter defined) and (c) pay certain expenses in connection with the issuance of the Bonds, through the issuance by the Authority of not to exceed $102,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center of Florida Project)(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 SunTrust Bank, Central Florida, National Association, a national banking association, as trustee (the "Bond Trustee") and the proceeds thereof will be loaned to the Hospital and their repayment secured by a Loan 3 Agreement (the "Loan Agreement") to be entered into between the Authority and the Hospital; and WHEREAS, the Hospital has previously entered into a Master Trust Indenture (as previously amended and supplemented to the date hereof, the "Master Indenture") with Sun Bank, National Association, now known as SunTrust Bank, Central Florida, National Association, a national banking association, as master trustee (the "Master Trustee"), under which the Hospital and certain other affiliated entities which may be included therein are jointly and severally liable for the payment of obligations created thereunder, the form of which Master Indenture was previously approved by the Authority in connection with the obligation previously created thereunder in respect of the outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 1992 (Mount Sinai Medical Center Project) (the "Series 1992 Bonds"); and WHEREAS, the Hospital intends to enter into an Amended and Restated Master Trust Indenture (the "Restated Master Indenture") with the Master Trustee which, upon obtaining the requisite consents under the provisions of 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 Hospital, the Hospital will enter into a Supplemental Master Trust Indenture for Obligation No.2 ("Supplemental Indenture No.3") with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No.2 ("Obligation No.2") will be issued securing the obligation of the Hospital to make payments under the Loan Agreement in respect of the Bonds; and 4 WHEREAS, Mount Sinai Medical Center Foundation, Inc., a Florida not-for-profit corporation (the "Guarantor") 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" and together with the Master Indenture, the Restated Master Indenture, Supplemental Indenture No.3 and Obligation No.2, the "Security Documents") to be entered into between the Guarantor and the Bond Trustee; and WHEREAS, on November 3, the Authority held a public hearing in accordance with Section 147(t) of the Internal Revenue Code of 1986, as amended, for which there was reasonable public notice published on October 19, 1998 in The Miami Herald, for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, or both, on the proposed issuance of the Bonds; 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 by a negotiated sale to Lehman Brothers Inc. (the "Purchaser") since the Hospital has requested such negotiated sale to the Purchaser and since it appears to the Authority, for the reasons hereinafter set forth, that a negotiated sale of the Bonds rather than a public sale by competitive bid, is in the best interests of the Authority and the Hospital. NOW THEREFORE, Be It Resolved by the City of Miami Beach Health Facilities Authority as follows: 5 Section 1. Findings. The Authority hereby finds and determines that: (I) The Hospital 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 154.219 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. (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 Authority has determined that the Hospital 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 6 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 Hospital, 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 Hospital has advised the Authority that the Hospital has previously obtained from the Florida Agency for Health Care Administration any and all required certificates of need with respect to the Project. (12) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the Bonds to the Purchaser on the basis of a negotiated sale rather than a public sale by competitive bid is in the best interests of the Authority and the Hospital, and the Authority hereby further finds and determines that the following reasons necessitate such sale of the Bonds to the Purchaser through a negotiated sale: 7 (a) Bonds issued by public bodies for the benefit of not-for-profit hospitals ("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, underwriters, investment bankers and similar parties, such as the Purchaser, experienced in the structuring of issues of health care bonds (hereinafter referred to as "health care underwriters"), much of which would not generally be available on a timely basis from the ultimate underwriter 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 underwriter in preparing necessary offering memoranda, official statements and related information is extremely desirable from the standpoint of the obligor involved in the issue and from the standpoint of the public body issuing the health care bonds in ensuring full and accurate disclosure of all relevant information. (c) For the foregoing and 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 underwriters 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. 8 (d) Finally, the market for health care bonds such as the Bonds is volatile, making the presence of the Purchaser, 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 Hospital. 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 1998 (Mount Sinai Medical Center of Florida Project), in an aggregate principal amount not exceeding $102,000,000, and the loan of the proceeds thereof to the Hospital to pay (or reimburse) the cost of the Project, fund a debt service reserve for the Bonds and finance costs of issuance thereof, including, without limitation, fiscal, legal, and other costs and charges. 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. 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 9 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 Bond Purchase Agreement (hereinafter defined) on behalf of the Authority as provided herein. The aggregate principal amount of the Bonds shall not exceed $102,000,000; the interest rate on the Bonds shall not exceed 7% per annum; the term of the Bonds shall not exceed thirty- five (35) years; the Bonds may be issued as serial and term bonds and may be subject to optional and mandatory redemptions, with optional redemptions beginning not earlier than eight (8) years from the date of issuance of the Bonds at a redemption price of not more than 103%; and the Bonds may have original issue discount or premium. 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. 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 and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds and in connection with 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 10 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. Approval of Security Documents. The Authority does hereby approve the forms of the Restated Master Indenture, Supplemental Indenture No.3, Obligation No.2 and the Restated Guaranty Agreement. The Restated Master Indenture, Supplemental Indenture No.3, Obligation No. 2 and the Restated Guaranty Agreement shall be in substantially the forms attached hereto and marked Exhibits C, D, E and F, 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 and the Authority's approval of any changes therein. 11 Section 8. Application of Bond Proceeds. The proceeds of the Bonds shall be applied, with certain other available moneys, if any, as provided in the Trust Indenture and the Loan Agreement. Section 9. 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 Purchaser on the basis of a negotiated sale rather than a public sale by competitive bid. Section 10. Authorization of Execution and Delivery of Bond Purchase Agreement. The sale of the Bonds in an aggregate principal amount of not to exceed $102,000,000 to the Purchaser, at an aggregate purchase price reflecting an underwriter's discount of not to exceed 1.20% of the aggregate principal amount of the Bonds plus accrued interest thereon from the dated date of the Bonds to the date of delivery thereof, in accordance with a Bond Purchase Agreement (the "Bond Purchase Agreement") among the Authority, the Hospital and the Purchaser, is hereby in all respects authorized and approved and there shall be executed on behalf of the Authority in furtherance thereof the Bond Purchase Agreement with the Purchaser and the Hospital. The Authority does hereby authorize and approve the execution and delivery of the Bond Purchase Agreement on behalf of the Authority by its Chairman or Vice Chairman and such Bond Purchase Agreement shall be in substantially the form thereof attached hereto and marked Exhibit G 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 to the Purchaser 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 Purchaser and of such officer's approval and the Authority's approval of any changes therein from the form of Bond Purchase Agreement attached hereto; provided that the Bond Purchase 12 Agreement shall comply with the provisions of this resolution and that the final terms of the Bonds contained in the Bond Purchase Agreement shall be within the parameters established in this resolution. Prior to the execution of the Bond Purchase Agreement by the Authority, the Authority must be presented with a disclosure statement prepared by the Purchaser in compliance with Section 218.385, Florida Statutes, which disclosure statement shall be filed in the records of the Authority. Section 11. Appointment of Bond Trustee and Bond Registrar. SunTrust Bank, Central Florida, National Association, Orlando, Florida, is hereby appointed the Bond Trustee and bond registrar (the "Bond Registrar") under the Trust Indenture. Section 12. Approval of Preliminary Official Statement. The Preliminary Official Statement of the Authority and the Hospital relating to the Bonds (the "Preliminary Official Statement"), in substantially the form thereof attached hereto and marked Exhibit H, 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, and its use by the Purchaser in connection with the offering and sale of the Bonds is hereby in all respects approved. The Chairman or the Vice Chairman of the Authority is hereby authorized to make any necessary findings and deliver any required certifications with respect to the Preliminary Official Statement as required under Securities and Exchange Commission Rule l5c2-12. Section 13. Approval and Authorization of Official Statement. The Authority hereby approves the Official Statement of the Authority and the Hospital relating to the Bonds (the "Official Statement") in substantially the form of the Preliminary Official Statement attached hereto and marked Exhibit H, 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 or as 13 shall be deemed necessary or desirable by the Chairman or Vice Chairman. The Chairman or Vice Chairman is hereby authorized and empowered, for and on behalf of the Authority, to execute and deliver the Official Statement, such execution to be conclusive evidence of such officer's and the Authority's approval of the final form of the Official Statement. Section 14. 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 Purchaser. The Bond Registrar is hereby requested to authenticate and deliver the Bonds in accordance with the Trust Indenture. 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, a letter of representations from the Authority to DTC. Section 16. Authorization and Ratification of Subseauent 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 H, 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 14 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 17. Recommendation to the City of Miami Beach. Florida. Having conducted a public hearing on November 3, 1998 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, either orally or in writing, or both, 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. 15 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 17th day of November , 1998. (SEAL) ATTEST: ,(/~ "';r/-:;-7 ~-~l7c~:_______, Chairman 16 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 according to the official records of the Authority in our possession that the above and foregoing constitutes a true and correct excerpt from the minutes of the meeting of the Authority held on November 17, 1998, including a resolution adopted at said meeting, insofar as said minutes pertain to the matters above set out. We further certify that the ayes and nays taken on the passage of said resolution have been or will immediately be entered on the minutes of the Authority and 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 Finance Director in the City of Miami Beach, Florida. 17 IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the Authority this 17th day of November, 1998. 4Mg Chairman I ,1 / I '} . 'l.t,;, (. -j1 / V .---, I V~> , ^ ~~~\~ [SEAL] SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County aforesaid, this 17th day of November, 1998. ~~ '. \ \ .' ~.//~\..~~ tary Public My Commission expires: 1-[ ~ - J.()O I [Notarial Seal] Q. PINDER Notary Public - State of Florida My Commission Expires Ju113, 2001 Commission # CC M,3096 !\It."'-m-~~ ' 18 EXHIBITS A THROUGH H ON FILE WITH THE AUTHORITY Columbw; 00aIment .: 42099v3