2004-25522 Reso
RESOLUTION NO. 2004-25522
RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA APPROVING
THE REPLACEMENT OF THE PLACEMENT AGENT IN
CONNECTION WITH THE ISSUANCE BY THE CITY OF
MIAMI BEACH HEAL TH FACILITIES AUTHORITY OF CITY
OF MIAMI BEACH HEALTH FACILITIES AUTHORITY
HOSPITAL REVENUE REFUNDING BONDS, SERIES 2004
(MOUNT SINAI MEDICAL CENTER OF FLORIDA); AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on December 10, 2003, the Mayor and City Commission of the City of
Miami Beach, Florida adopted Resolution No. 2003-25435 (the "City Resolution") approving a
resolution adopted by the City of Miami Beach Health Facilities Authority (the "Authority") on
December 3, 2003, a copy of which was attached as Exhibit II to the City Resolution (the "Bond
Resolution"), and approving the issuance and sale by the Authority of not to exceed
$1l5,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital
Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of Florida (the "Bonds"),
pursuant to the Bond Resolution, including approval of the issuance of the Bonds in accordance
with Section 147(f) of the Internal Revenue Code of 1986, as amended (collectively, the
"Approvals"); and
WHEREAS, pursuant to the City Resolution, the Approvals were to become effective
when notice was filed by SunTrust Bank, as trustee (the "Trustee"), on or prior to December 31,
2003, with the Nationally Recognized Municipal Securities Information Repositories (the
"NRMSIRs") to the effect that certain Events of Default described in that certain Notice of
Events of Default dated November 18, 2003 from the Trustee have been waived or resolved (the
"Trustee Notice"); and
Miami/13948.2
WHEREAS, the Trustee Notice was filed by the Trustee with the NRMSIRs on
December 23, 2003 and the Approvals became effective on such date; and
WHEREAS, at the request of Mount Sinai Medical Center of Florida, Inc. (the "Medical
Center"), by resolution adopted by the Authority on March 16, 2004, the Authority has approved
the replacement of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") as
placement agent for the Bonds with Raymond James & Associates, Inc. ("Raymond James");
and
WHEREAS, pursuant to the Authority's Administrative Procedures, it IS the
responsibility of the Medical Center to select the placement agent for the Bonds;
NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
Section 1. The replacement of Merrill Lynch as placement agent for the Bonds with
Raymond James is hereby approved. The term "Placement Agent" as used in the Bond
Resolution and the documents authorized therein shall mean "Raymond James & Associates,
Inc."
Section 2. Except as modified hereby, the City Resolution (including the Bond
Resolution) and all the terms and provisions thereof are and shall remain in full force and effect.
Section 3. This resolution shall take effect immediately upon its adoption.
Mayor
Adopted this 17th day of March
(SEAL)
ATTEST:
JULwr r cudv---
City Clerk
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECunON
5- II-O)t
Date
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
m
Condensed Title:
A resolution of the Mayor and City Commission of the City of Miami Beach, Florida approving the
replacement of the placement agent in connection with the issuance by the City of Miami Beach Health
Facilities Authority of City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds,
Series 2004 Mount Sinai Medical Center of Florida; and rovidin an effective date.
Issue:
Should the City Commission approve the replacement of Merrill Lynch, Pierce, Fenner & Smith as
placement agent for the $115,000,000 principal amount of City of Miami Beach Health Facilities Authority
Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of Florida) with Raymond
James & Associates?
Item Summary/Recommendation:
By approving this Resolution, the City Commission is authorizing the replacement of Merrill Lynch, Pierce,
Fenner & Smith as placement agent for the $115,000,000 principal amount of City of Miami Beach Health
Facilities Authority Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of
Florida) with Raymond James & Associates.
Pursuant to the City of Miami Beach Health Facilities Authority (the "CMBHFA") Administrative Procedures,
it is the responsibility of Mount Sinai Medical Center of Florida (the "Medical Center") to select the
placement agent for the bonds.
On March 16, 2004, at the request of the Medical Center, the CMBHFA adopted a Resolution approving
the replacement of Merrill Lynch, Pierce, Fenner & Smith as placement agent for the Series 2004 Bonds
with Raymond James & Associates.
The Administration recommends that the City Commission adoot the Resolution.
Financial Information:
Source of Amount Account Approved
Funds: 1
D 2
3
4
Finance Dept. Total
Cit Clerk's Office Le islative Trackin
Patricia D. Walker, Chief Financial Officer
Si n-Offs:
Department Director
T:\AGENDA\2004
City Manager
City Manager
AGENDA ITEM
DATE
G7M
3-/7-otL
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE, MIAMI BEACH FL 33139-1824
http:\\cl.miaml-beach.fl.us
COMMISSION MEMORANDUM
TO:
Mayor David Dermer
Members of the City Commission
DATE: March 17,2004
FROM:
Jorge M. Gonzalez ~
City Manager d u
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA APPROVING THE
REPLACEMENT OF THE PLACEMENT AGENT IN CONNECTION
WITH THE ISSUANCE BY THE CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY OF CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING
BONDS, SERIES 2004 (MOUNT SINAI MEDICAL CENTER OF
FLORIDA); AND PROVIDING AN EFFECTIVE DATE.
SUBJECT:
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
By approving this Resolution, the City Commission is authorizing the following action:
· The replacement of Merrill Lynch, Pierce, Fenner & Smith as placement agent for
the $115,000,000 principal amount of City of Miami Beach Health Facilities Authority
Hospital Revenue Refunding Bonds, Series 2004 (Mount Sinai Medical Center of
Florida) with Raymond James & Associates.
Pursuant to the City of Miami Beach Health Facilities Authority (the "CMBHFA")
Administrative Procedures, it is the responsibility of Mount Sinai Medical Center of Florida
(the "Medical Center") to select the placement agent for the bonds.
On March 16, 2004, at the request of the Medical Center, the CMBHFA adopted a
Resolution approving the replacement of Merrill Lynch, Pierce, Fenner & Smith as
placement agent for the Series 2004 Bonds with Raymond James & Associates.
The Series 2004 Bonds and the interest thereon, shall not be deemed to constitute a debt,
liability or obligation of the City of Miami Beach or the State of Florida or 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 Series 2004 Bonds, will refinance the City of Miami Beach Health Facilities Authority
(the "CMBHFA") Hospital Revenue Bonds, Series 2001 Band 2001 C, issued on behalf of
Mount Sinai Medical Center of Florida (the "Medical Center"). The proposed refunding will
achieve interest savings, as interest rates have significantly improved in the capital market
since these bonds were originally issued. The refinancing will allow for the conversion of
the 2001 C Bonds from taxable to tax-exempt debt. The refinancing will also address the
potential liquidity issues created by the structure of the Series 2001 Band 2001 C Bonds,
which offer bondholders a put provision.
BACKGROUND
The City Commission ofthe City of Miami Beach adopted Ordinance No. 90-2701 on July
25, 1990, creating the CMBHFA 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 CMBHFA 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 CMBHFA as the final step in the approval process.
On December 3,2003, the CMBHFA adopted a Resolution authorizing the issuance of the
CMBHFA Series 2004 Bonds, the proceeds of which will be used by the Medical Center to:
(i) refund and defease the currently outstanding CMBHFA Hospital Revenue Bonds, Series
2001 Band 2001 C Bonds; (ii) fund certain debt service reserves for the Bonds; and (iii)
pay certain expenses in connection with the issuance of the Bonds.
At this December 3, 2003 meeting, the CMBHFA granted a waiver to the Medical Center
regarding a requirement for a traveling Sophisticated Investor Letter, and certain other
requirements under the Authority's Administrative Procedures. This waiver has been
reviewed and approved by CMBHFA Counsel, Squire, Sanders, & Dempsey, and CMBHFA
Financial Advisor, William R. Hough & Co as reasonable and necessary in order to make
the bonds saleable. The Medical Center has also agreed to: increase the minimum
denomination of any of the bonds from the required $50,000 to no less than $100,000; and
have the bonds rated by the three major rating agencies. The waiver will improve the
marketability of the Series 2004 Bonds while continuing to enforce the CMBHFA's objective
of protecting unsophisticated Investors from investing in high-risk securities.
The CMBHFA also held a public hearing on December 3, 2003, 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 CMBHFA's proposed
issuance of the Series 2004 Bonds.
On December 10, 2003 the City Commission adopted Resolution No. 2003-25435
approving the issuance and sale by the CMBHFA of the not to exceed $115,000,000
principal amount of CMBHFA Hospital Refunding Bonds, Series 2004. Pursuant to the City
Resolution, the approvals were to become effective when notice was filed by SunTrust
Bank, as trustee, on or prior to December 31, 2003, with the Nationally Recognized
Municipal Securities Information Repositories (NRMSIRs) to the effect that certain Events
of Default described on the Notice of Events of Default dated November 18, 2003 from the
Trustee to the Medical Center had been waived or resolved.
SunTrust Bank filed the "Trustee Notice" with the NRMSIRs on December 23,2003 and
the City of Miami Beach Commission Resolution No. 2003-25435 approvals became
effective on such date.
CONCLUSION
The Commission should adopt this Resolution to approve the replacement of Merrill Lynch,
Pierce, Fenner & Smith as placement agent for the Series 2004 CMBHFA Hospital
Revenue Refunding Bonds with Raymond James & Associates.
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