Resolution 2025-33600 202533600
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND
SALE OF NOT TO EXCEED $130,000,000 PRINCIPAL AMOUNT OF
CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL
REVENUE REFUNDING BONDS, SERIES 2025A (MOUNT SINAI
MEDICAL CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH
HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL
REQUIRED BY SECTION 147(� OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED; 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 Jury 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 "AcY'); and
WHEREAS, the Ordinance was amended by Ordinance No. 91-2738 adopted on
April 10, �991 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 April 17, 2025, 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 April 1, 2025 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 'mterested persons an opportunity to express their views in
connection with the Authority's proposed plan of financing regarding the Issuance of its not to
exceed $130,000,000 principal amount of City of Miami Beach Health Facilities Authority
Hospital Revenue Refunding Bonds, Series 2025A (Mouni Sinai Medical Center of Florida) (the
"Bonds"); and
WHEREAS, on April 17, 2025, 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
[he provisions of the Act and the Fbrida Industrial Development Financing Act, Chapter 159,
Part II, Florida Statutes, as amended (the "Industrial ACY'), the issuance of the Bonds, the
proceeds of which will be loaned to Mount Sinai Medical Center of Florida, Inc., a not-forvprofit
wrporation organized under the laws of the State of Florida (the "Medical Center"), and used,
together with any other available moneys, if any, to (a) refund all or a portion of the currently
outstanding City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding
Bonds, Series 2014 (Mount Sinai Medical Center of Florida) (such portion thereof to be
refunded, the "Refunded Bonds"), previously issued for ihe benefit of the Medical Center, and
(b) pay expenses in connection with the issuance of the Bonds and the refunding of the
Refunded Bonds; and
10915066t8\4NMEFICAS
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, the Commission desires to approve the Bond Resolution and the issuance
and sale of the Bonds pursuant lhereto and the related plan of financing.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA:
Section 1. The Bond ResoWtion adopted by the Authority on April 17, 2025 and the
issuance and sale of the Bonds pursuanl to the Bond Resolulion are hereby in all respects
approved, including approval of ihe plan of financing regarding the issuance of the Bonds in a
principal amount not to exceed $130,000,000, in acwrdance 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
respective 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 ihe Bonds.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED and ADOPTED this �day of April 2025.
ATTEST: G�/�
Steven Meiner, Mayor
APH 2 9 2025
Rafael E. Granado, City Clerk APPROVED AS TO
FORM AND LANGUAGE
• �.g�� & FO XECUTION
� ¢ SI wzs'
°�,;.
� �IM(01P OIAtF4 - City ey �� Date
�t,2i9� �,�<.vi:
,���„,
2
1091506418\4 W MERICAS
EXHIBIT I
NOTICE OF PUBLIC HEARING
109150fi41814UMERICAS
EXHIBIT II
BOND RESOLUTION
1�91 W6018\4W MERICAS
Resolutions -C7 L
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honoreble Mayor and Members of the City Commission
FROM: Eric Carpenler, City Manager
DATE: April 23, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITV COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF NOT TO
EXCEED$130,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORIN HOSPITAL REVENUE REFUNDING BONDS, SERIES
2025A(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 CITV OR THE STATE OF FLORIDA
OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAVABLE SOLELY
FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
RECOMMENDATION
The Administration recommends Ihat the Mayor and Ciry Commission of ihe Ciry of Miami Beach,
Florida (the"City")adopt this Resolution which approves the Bond ResoWtion of the Miami Beach
Health Facilities Authoriry(the"Authority")and the issuance and sale af the Bonds by the Authoriry
as detailed above, including the approval of the plan of�nancing regarding the issuance of ihe
Bonds in accordance with Seclion 147(�of the Intemal Revenue Code of 1986, as amended.
BACKGROUNDIHISTORY
By appmving this Resolution, the City Commission is approving the issuance and sale of no�to
exceed$130,000,000 principal amount of City of Miami Beach Health Facilities AuthonTy Hospital
Revenue Refunding Bonds, Senes 2025A(Mount Sinai Medical Center of Flonda) (the"Bonds").
The proceeds o(the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc., a nol-
(or-proft corpora6on organized under Ihe laws of the S�ate of Florida (the "Medical Center"), and
used to (a) refund all or a portion of[he City of Miami Beach Heallh Facili[ies Authority Hospilal
Revenue and Refunding Bonds, Senes 2014 (Mount Sinai Medical Center of Flonda) (lhe
"Refunded Bonds")previously issued for the Medical Center, and (b)pay expenses in connection
with the issuance of the Bonds and re(unding lhe Retunded Bonds.
The Bonds will not constitute debt or obligation of the Ciry or of Ihe State of Florida or of any
political subdivision thereof, but shall be payable solely from lhe revenues refemed to in the Bonds
ResoW[ion, and neither the faith and credit nor any taxing power of the City or ot the State ot
Florida or o( any political subdivision thereof is pledged to the paymeM o! the principal of,
redemption premium, if any, or interest on the Bonds.
ANALYSIS
776
The Ciry Commission of the City adopted Ordinance No. 90-2701 on July 25, 1990, creating lhe
Authonry to assist health facilities in the acquisition, construction, financing, and refnancing of
health faciliry related projects in [he City.
Such Ordinance, as amended, provides that the Authority can issue bonds and notes to provide
funds to pay all or part of the cost of any project or any other lawful purpose and ro issue refunding
bonds. The Ordinance provides that�he City Commission must approve any bonds issued by lhe
Aulhonry as the fnal step in the approval process.
The Refunded Bonds are outstanding in the pnncipal amount of$126,635,000. Given historically
low interest rates, the Medical Center has the opportunity to refinance the Refunded Bonds for
interest rete and cashFlow savings. It is estimated that the refunding will generete approximately
$6-$11 million of total net present value savings assuming cuvent interest retes.
The Authority held a public hearing on Apnl 17,2025, as required by Seclion 147(�o!Ihe Intemal
Revenue Code of 1986, as amended, [o provide all interested persons an opportunity to ezpress
their views in connection with the Au[hori[y's proposed plan of financing regarding lhe issuance
of the Bonds. The Authoriry then adopted ihe Bond Resolution authorizing the issuance of the
Bonds.
FISCAL IMPACT STATEMENT
No impacl to the City.
Does this Ordinance reauire a Business Imoact Estimate?
(FOR ORDINANCES ONLY)
If applicable,the Business Impact Estimate (BIE)was published on:
See BIE at: hnos:llwww.miamibeachfl.00vlcitv-halllcitvclerk/meetina-notices/
FINANCIAL INFORMATION
CONCLUSION
The Adminislretion recommends that Ihe Mayor and Ciry Commission of the City of Miami Beach,
Flonda adopt this Resolution which approves the Bond Resolulion and [he issuance and sale of
the Bonds by the Authority as detailed above, including the approval of lhe plan of financing
regarding the issuance of the Bonds in accordance with Section 147(� of the Internal Revenue
Code of 1986, as amended.
Aoolicable Area
Citywide
Is tM1is a "Residents Rioht to Know" itam. Is this item related to a G.O. Band
pursuant to CiN Code Secdon 2-17? Proiect7
No No
Was this Anenda Item iniliallv reouested 6v a lobbvist whieh. as defined in Code Sec. 2�81,
ineludes a orincioal enoaced in lobbvinc7 No
If so, specify the name of lobbyist(s) and principal(s):
��7
DeoaKment
Finance
Soonsor(sl
Co-soonsorlsl
Condensed Title
Issuance/Sale, MB Heal[h Facilities Authority Hospital Revenue Refunding Bonds, Series
2025A. FN
Previoua Action 1For Citv Clerk Use Onlv)
778
EXHIBIT I
NOTIGE OF PUBLIC HEARING
781
E%HIBIT II
BOND RESOLUTION
782
RESOLUTION
A RESOLUTION (i) au[horizing [hc fssuance of City of Miami
Bcach Hcalth Facili[ies Au[hority Hospital Rcvcnuc Rcfunding
Bonds, Serie,a 2025A (Moun[ Sinai Medical Cen[ec of Rorida) (the
"Bonds") of the City of Miami Bcach Hcalth Facili[iez Authority (the
"Auihority") in an aggregate pnncipal amoun[ not to exceed
$130,00O,OOQ for [hc pucposc of providing funds to bc uscd,mgc[hcr
with othcr availablc moncys, if any, t¢ (a) refund all or a ponion o(
thc curtcntly outstanding City of Miami Beach Hcal[h Facilities
Au[hority Hospital Revenuc and Refunding Ronds, Scrics 2014
(Mount Sinai Mcdical Ccntcr of Flonda), and (b) pay cxpcnscs in
conncetion with Ihe issuancc oC thc Bonds and thc rc(unJing o(thc
Rcfunded Bonds, m be issued under the provisions u( a Trust
Indenmre and a Loan Agreemcnt, and w be further secured by a
Second Amended and Restaled Masler TNSI Inden[ure, a
Supplcmental Mas[cr Trust Indcn[urc for Obligation No. 18, an
Obligation ho. I8, a Fce and Leasehold Mortgage. Assignment and
Sewrity Agreemen[ and an Amended and ResWled Guaranty and
Sewrity Agreement; Qf) provfdfng that [he Bonds shall not consbtu[e
a dcb[, liability or obliga[ion of thc City of Miami Rcach, Florida or
o(thc S[a[c of Florida or o(any political subdivision thcrcof bu[ shall
be payabie solely Gom the sources provided therefor undcr Ihe Trust
IndenWre; (iii)delegating to thc Chairmaq ur in his absence, the
Vice Chairman, the fixing o(the terms of[he Bonds and other details
within the paramc[crs sct fonh hcrcin; (iv)authorizing [hc cxccu[ion
and delivery by thc Authurity o( the 'frus't Indenture and the Loan
Agreement; (v)pmviding for lhe redemption of the Refunded Bundti
and au[horizing, as necestiary, the executiun and delivery by Ihc
Authority of an Escrow Dcposit Agrcemcnt and thc purchasc of
Escrow Scwritics; (vi)authorizing [hc ncgotiared salc o(lhc Bonds;
(vii)aulhorizing Ihe ezecution and Jclivery by the Authority of a
Purchase Contract; (viii) appointing a Aond Trustee and Bund
Regis[rar undcr thc Tnts[ Indcnturc; (x) upproving [hc usc of a
Prcliminary O�cial Stammcnt and a� Official Statcmcnt; (x)
authorizing procurement of credit enhuncement for the Bonds by the
Medical Cen[er, (xi)authorizing lhe exewtion and delivery ot
additiunal documenls reyuired; (xii) recommending appruval of thc
Bonds by [hc Mayor and Ciry Commission of thc City of Miami
Bcach, Flonda; and (xiii) providing for o[hcr rcla[cd maltera.
WIIt3RF.AS, the City of Miami Reach Ilealth Facili[ics Authority (the "Au[honty") has
becn crcatcd pursuant to [hc Hcal[h Facilitics Authoritics Law, bcing Chaplcr 74323, Laws o(
>>we�sas�wrntaicns
783
Florfda, and Part III of Chapter 154 oC thc Florida Statutcs, as amcndcd (the"Hcalth Acf'), and
has bccn detertnined to he needcd by the Mayor and City Commission (cullcetively, the
"Commissfod') of the City of Miami Bcach, Fbnda (the "City") under Section 4 oC thc Health
Act; and
W HEREAS, lhc Authoriry is also a "local agcncy" as dcfincd in Scc[ion 3 of[hc Flonda
Indus[rial Dcvclupmcnt Financing Act, being Chaplcr 69-104, Lnws of Florida, and Part 11 of
Chap[cr 159 of [hc Flonda S[a[utcs, as amcndcd Qhc "IndusMal AcP' and, [ogcthcr with thc
Health Ac[, [hc"MC'); and
WI�IEREAS, the Authority is authorized pursuant to the Act to issue ils refunding bonds
and [o loan [he proceeds [hercoCto "health faeilities" (as defined in the Health Ae1) located in the
City tu re(und revenue bonds issucd by the Authority for the benetit o(hcalth facilities; and
WHEREAS, as a rcsWt of thc currcnt low interest rare cnvironmcnt, Moun[ Sinai Mcdical
Center of Florida, Inc., a Flonda nuPCoo-profit co�oratiun (the "Medieal Center') is rcyuesting
thc Authoriry lo assist [hc Mcdical Ccntcr in providing funds [o bc uscd, togcthcr with othcr
avnilable moneys, if any, lu (i) refund all or a pnrtion of Ihe currcntly uutstanding City o(Miami
Bcach Hcalth Facilitics Authority Hospi[al Rcvcnuc and Rcfunding Bonds, Scncs 2014 (Mount
Sinai Medicxl Center uf Florida) (the "Serfes 2014 Bonds", and ali or [he portfon [hercof to be
rcfundcS hcrcinaftcr rcferrcd [o as [hc "Rcfundcd Bonds"), prcviously issucd for Ihc brncfi[ of
Ihc Medical Center, and (ii)pay expenses fn connection with the issuancc uf [he Bonds
(herefnafler defined) and [hc refunding of the Refunded Ronds through [hc issuance by the
Authority oF not to exeeed $130,000,000 principal amount of Ciry of Miami Reach Hcallh
Facilitics Authority Hospital Revenue Refunding Bonds, Series 2025A (Mount Sinai Vledical
Ccntcr of PloridaJ ([hc "Bonds"); and
2
11038I9P55VUMERIGS
784
WHEREAS, thc Bonds will bc issucd undcr lhc provisions of a Trust Indenturc (thc
"Trust Indcnmre") ro be en[ered in[o bc[wccn [he Authonty and U.S. Rank Trus[ Company,
National Association, a national banking associa[ion, as trustce (thc "Bond Trustcc"), and thc
pmceeds [hereof will be luaned to lhe Medical Center nnd their repayment secured by a Loan
Agrcemcn[ ([hc "Loan AgrocmcnP') m bc cn[crod into bc[wccn Ihc Authority and [hc Mcdfcal
Cznter; and
WHLRFAS, [hc Mcdical Cen[cr has prcviously cnrorcd inm a Sccond Amcndcd and
Restated Mas-ter Trust Indenture (the "Maste� Indenture") with U.S. Bank Trust Company,
Natiunal Associatioq a national banking associa[ion, successor master [rustee (the "Master
Trustec"), under which [he Medical Center and certain other aftiliated en[ities which may be
included Iherein in the luture are jointly and severally liable for the payment of obligations
outs[anding[hcrcundcr, and
WHEREAS, in connection with [he fssaance of the Ronds by the Authonty and the loan
of thc procccds thcrm(to [hc Mcdical Ccntcr, thc Mcdical Ccn[cr will cntcr into a Supplcmcnml
Master Trust Indenlure for Obliga[ion No. I A with lhe Matiter Trus[ee, supplementing the Mastcr
Indcnturc, pursuant [o which Obligation No. B ("Obligation Nn. 1 R")wiil bc issucd sccuring thc
ubligation of the Medical Centec to make paymen[s under Ihe Loan Agreement fn respect of the
Ronds; and
WHGREAS, Mount Sinai Medical Center Foundatioq Inc., a Florida not-for-profit
corpuratiun (Ihe"Foundation"), wiil guarantce m the Mas[er Trustee the payment of all paymenls
due under Obligauon Tyo. I8, all as more specifically set Corth in an Amended and Restated
Guaranty and Secunry Agreement entered inW bctwcen lhe Poundation and the Master Trustee;
and
3
t10]8]9065\]UMERICAS
785
WHEREAS, as sccuriry Cor Obligation No. I8 and any o[hcr obligalions outsWnding
under[he Mas[cr Indcn[uce from time lo time, bu[ subjec[ ro relcase in accurdance wi[h i[s tertns,
the Medical Center has previously delivered to the Master Trustec, a Fec and Lcasehold
Mortgage, Assignmen[ and Security Agreemen[, as previously amended, which will be modified
in conncc[ion wi[h[hc issuancc o(Obligation No. 18; and
WHERF.AS, on [his date, a public hearing was held in acwrdance with Section 147(� uf
the Intemal Revenue Code of 1956, as amended, for which Ihere was reasonable public noticc
posted on the City's websi[c, for the purpose of giving all interes[ed persons an opportunity to
express thcir vicws un the propused issuance of[he Bonds and lhe related plan of financing; and
WHEREAS, Ihe Medical Center has advised the Authority that the Bonds will have the
Minimum Acceptable Rating (as that term is defined in the .4u[hority's Adminis[rative
ProccJures); and
WHEREAS, [he Au[hority desires [o authorize [he issuance of the Honds (or the above
described purposes and the related plan of financing and to recommend for approval to the
Commission the fssuance af the Rondc and Ihe rclated plan oF Ctnaneing; and
WHEREAS, thc Au[hority furthcr dcsires [o authonzc [hc salc of thc Bonds thmugh a
negotia[ed sale to Raymund James & Associales, Ine., as undcrwri[cr ([he "Underwnter"), since
the Medical Center had rey�es'ted such negotia[ed sale to the Underwn[er xnd for [he masons
hereinafter se[ furth.
NOW THF.REF'ORE, Re It Resolved by the City uf Miami Beach Health Facilities
Authority as follows:
J
1'038]90fi5�3WMERICAS
786
Scction L Findin s. The Authority hcccby finds and dctcrmines that
(1) The Medfcal Cen[er is a "heai[h (acility" wi[hin thc meaning of Sec[ion I54205(8)
of thc Hcalth Act and a "hcalth carc facility" within thc mcaning o(scetion 15917(16) of thc
Indutitnal Act.
(2) Pursuant m Scctions 154209(10) and 154235 of thc Hcalth Act and Sectiuns
15928(7) and 159.41 of lhe Industrfal Act, the Authority is authonzed and empowcrcd [o issuc
thc Aonds for thc purposcs dcscribcd hcrcin.
(3) The fssuance of the Bonds by the Authonry for [he purposes descnbed hcrefn wlll
serv'e a valid public purpose by advancing lhe wmmerce, welfare and prospenry of[hc Ciry and
i[s pcople.
(4) The Authority and [he City ere eaeh a "local agency" as defined in Ser.tion
159.27(4) of thc Industrial Act.
(5) Review and comment Gom the Ilealth Council of Sou�h Florida, Inc. (the "Health
Council") as [o thc issuancc of[hc Bonds was rcyucstcd and having rmcivcd no responsc from
[he Health Council within 30 days o(such rcyues[, in accurdance with [he City ordinance that
crca[cd thc Au[hority. [hc Authority is authoritcd fo ac[ as if such rcqucst was favorably
considacd by lhe Health Council.
(6) Purs'uant ro Scction 218385 of thc Florida 5[aNtcs, as amendcd, Ihc salc of thc
Bonds to [he Undcrwriter on [hc basis of a nego[ia[ed sale ra[her [han a public sale by
compelitive bid is in the best interes'[ of thz Authority and the Medical Center, and the nuthority
hereby funher f inds and deiertnines [hat the following rcasons necessitate soch sale of[he Bonds
tu the Underwritcr thmugh a nego[ia[ed sale:
5
��ma�sas�zarnEaicns
787
(a) Bonds fssucd by public bodics for the beneflt of noFCor-profi[ hospi[als
such as the Medical Cen[er ("health care bonds") generally involve specialfzed si[ua[ions
and transactions which need detailcd analysis and structuring throughout the cwrse of the
issue by suphisticated financial advisors, inves[men[ bankers and banks, such as [hc
l7nderv+riter, experienced in the s[ruc[uring of issucs of health care bonds, much of which
would nol generally be available on a timely basis in [he case of health care bonds issued
pursuan[ [o a public compc[i[ivc salc.
(b) Health care bond issues generally involve a rathcr dGailcd and oftcn
complicated expianation to potential invesWrs u(the sWcture of the issue, the nature uf
the underlying obligor and [he impact upon each of the (oregoing of federal and s[ate
health care regulations, including Medicare and Medicaid practices and pmced�res, and
thc assistancc o( a hcalth carc imcstmcnt bankcr in prcparing ncccssary offering
documen[s and related informa[ion is cxtrcmely desirable in ensuring PoII and accurate
disclosure of all rcicvant infurtnation.
(c) For [he rcusuns descnbed fn (a) and (b) above and other rela[ed reasons,
most of thc hcal[h carc bonds hcrcloforc issucd Ihroughout thc Unitcd Statcs havc
involved pxrlicipa[ion throughout the swcturing :ind offering process of health carc
invcstment bankcrs who havc purchascd or artangcd for Ihc purchasc of[hc hcalth carc
bonds [hrough a nego[ia[ed salc rather than lhruugh a public sale by compe[itive bid;
accordingly, [he marke[ may well be more receptive to an issue of health care bonds sold
on a negotiated basis than m one sold by competitive public sale.
(d) Yfnally, [hc market for heailh caro bonds such as the Bonds is volatile,
making[hc prescncc of thc Undcrwritcr,who has participatcd and will participa[c in Ihc
6
1103'I�5065 V UME R ICA$
788
sWcwring of thc Bond issuc, dcsirablc in attcmpting to obtafn thc most attractivc
financing for[he Authority and thc Medical Center.
Scction 2. Authorization of thc Bonds. Thcrc is hcrcby authonzcd [hc issuancc, under
and pursuant [o [he Trus[ Indenwre, uf the Honds, tu be designa[ed as "City of Miami Reach
Health Facili[ics Au[hority Hospi[al Rcvcnuc Rcfunding Bonds, Scrics 2025A (Mount Sinai
Medical Center o(Florida)", in an aggregate principal amoun[ not exceeding SI30,000.000, and
thc loan of thc procccds thcrwf[o [hc Medical Crn[cr m (i) rcfund thc Rcfundcd Bonds, and
(ii) pay expenses in connection with the issuance of the Bunds and the refunding u(the Refunded
Bonds.
The principal of, prcmium, if any, and interest on the Aonds shall not be dcemed [o
cons[i[u[c a deb[, liability or oblfgation u([he City or o([he Sta[e uf'Florida or of'any political
subdivision thcrcof, but shall bc payablc solcly from thc sourccs plcdgcd[hcrcfor undcr thc Trus[
Indenture and neither [hc taith and crcdil nor any taxing power o( the City or of the Slale of
Florida or o( any political subdivision therw( is pledged to the payment of Ihe principal of,
premium, if any, or inleresl on the Bonds.
Sce[ion 3. Tcrtns of[hc Bands. Thc Ronds shall bc payablc as to principal and in[crest
in lawCul money of the United States of America in acco�danco with [he provisionti of the Trust
Indcnt�re, and shall bc issucd only as fully registercd bonds withou[ roupons in denomina[ions
of 55,000 and in[egral multiples thereuC The Honds shull be initially in book-en[ry-only fortn
through The Depository Trust Company ("DTC") and shall be registered in [he namz of Cede &
Co. The Chairman of the Authority or, in his absence, lhe Vice Chairman oC the Au[hority is
heroby authonzed on behalfof[he Au[honty tu approve, subject Io[hc limftations cuntaincd
7
1 t0]P�906S31RMERICPS
70J
hcrcin, thc final tcrtns of thc Bonds, which apprmal will be evidenccd by thc cxccution of thc
Trust Indenture on behal(uf the Au[hority as provided herein.
Thc aggrcgatc pnncipai amounl of[hc Bonds shall not cxcccd S 13Q000,000; thc inicres[
rate(s) on the Bunds shall result in net present value debt service savings on thc Refunded Bonds
of not Icss Ihan 5 00°/ and shall no[ cxcccd Ihc maximum ratc pertnitted by law; thc tcrtn of thc
Bonds shall not exeecd 35 years; and the Bonds may be itisued as serial and/or Ierm bonds and
may be subject to optional and manda[ory redemptions and purchase as shall be prwided in thc
Trust Indenturc. The Bonds shall be initially da[ed such date as shall bc approved by the
Chairtnan, ur in his absence, the Vice Chairman,and shall be executed un behalf of the Authonry
with the official manual or facsimile signature of i[s Chairtnan or, in his absence, its Vice
Chairman and attested with the ot7icial manual ur facsimile signaWre uf a Designated Member
(hcrcinaftcr dcfincd).
Section 4. Desiena[ion of A[[estine ;Ncmbcrs. Thc mcmbcrs uf [he Authurity, uther
[han the Chairman or Vice Chairman to Lhe eztent the Chairtnan or Viee Chairman execute thc
documenLc described hereiq (individually a "Designated Membei'), are each hereby designated
and au[horized on bchalf o( [hc Au[honty m at[cst to thc scal of thc Authority and to thc
signature of the Chairtnan or Vice Chairtnan of[he Au[hurity as they appear on the Bonds, thc
Trus[ Inden[ure, [he Loan Agrecment, the Gscruw Dcposi[ Agrecment (hereinafter derned), if
any, and any other documen[s which may be necessxry ur helpCul in wnnec[ion with [he issuance
and delivery of Ihe Ronds, the application of lhe proceeds thereuf and the refunding of the
Rtfunded Bands.
Sec[ion 5. Au[honza[fon of Exa;utfun and Dclivery of Trust IndenWre. The Au[hority
docs hcrcby authorize and approvc[hc cxccution by [hc Chairtnan or Vicc Chairtnan and a
X
+�ana�sossvwMeaicas
�90
Dcsigna[ed Mcmbcr of [hc Authority and the dclivcry oC thc Trus[ IndcnWrc. Thc Trus[
Indencure shall be in substan[ially the lurm thcrw(a[tachcd hcrcto and marked Exhibit A and
hcrcby approved, with such changcs thcrcin as shall bc approved by thc Chairman or Vicc
Chairtnan executing che samc, with such cxewtion to consti[u[e conclusive evidence of such
officer's approval and [hc Authonty's approval of any changcs thcrcin from [hc furtn of Trus[
Indenmre a[tached hereto.
Scction 6. Authonza[ion of Eixecution and Dclivcry of Loan Aerccmcnc Thc
Authurity does hereby au[horize and approve the execu[ion by the Chairman or Vice Chairman
and a Designated Member of the Authoriry and the delivery of the Loan AgrecmenL The Loan
Agreement shall be in substantially the form thereof attached hcreto and markcA Exhibit B and
hereby approved, with such changes Iherein as shall be approved by the Chairtnan or Vice
Chairtnan cxccuting thc samc, with such excwtion to constiwtc conclusivc cvidcncc of such
oflicer's appmval and the Au[hurity's approval of any changes therein Gom the lurtn u( Loan
Agrccmcnl attachcd hcmm.
Scetion 7. Rel'undin¢ and Redemption of Refundecl Bonds. The Medical Cen[er shall
dc[clminc Ihc Scrics 2014 Bonds which shall cunstiWtc [hc Rcfundcd Bonds and [hc da[c(s) of
redemptiun of lhe Refunded Bonds, all as shall be provided in the Trust IndrnNre and, i(
applicablc, [hc Fscrow Dcposit Agrecmcnt In [hc cvcnt that all or any of[hc Rcfundcd Bonds
are not rcdeemed on Ihe date of initial delivery o(the Bonds, the Authority does hereby authorize
and appmve the execution by [hc Chairman or Vicc Chairman and a Designated Member of the
Authority and Ihe delivery o( an Escrow Deposit Agreement wi�h respect �o such Refunded
Ronds (the "8scrow Deposit Agreemeni') to be cntcnd in[o among [he Authonty, the Medfcal
Ccnta and thc[rustcc for[hc Rcfundcd Bonds(thc "Rcfundcd Bonds Trustcc"), in thc form
9
1t03fl]90fiS2WMERIGAS
791
cusmmarily uscd 6y Ihc Authority. In such cvenl, thcrc is also hcrcby authorized thc purchasc of
Escrow Secun[ics (as shull be delined fn the Escrow Deposi[ Agreemwt) as shall be provided in
[he Escrow Deposit Agrecment and the Chairman or Vice Chairman and the Refunded Bonds
Trus[ee are hereby authonzed to execute and/nr tile any necessary direc[ion Ietters and
subscrip[ion fortns for Ihc purchase of such Escrow Sccun�ics.
Sec[ion A. Aoo��calion of Bond Pruceeds. The proceeds of the Bonds shall be applied,
toge[her wi[h certain other availablc moneyti, if any, as provided in [he Trust Indenture, the Luan
Agreement and, if applicable, lhe Escrow Deposi[Agreemenl.
Section 9. Authoriza[ion of Neeo6a[ed Sale. Pursuant w the findings in Section I
hcrwf, the Authoriry does hereby au[horizc and approve Ihe sale o(the Bonds to the Underwri[er
through a nego[iated sale rather than a public sale by cumpclitive bid.
Scction 10. Au[horiza[ion of Excculion and Dclivcry oCPurchasc Contract. Thc salc of
the Bonds in an aggrega[e principal amount no[ m excecd 513Q000,000 lo the Underwriler, at an
agbrzega[e purchase price reticeting an unde�wnter's dfscount not [o exceed 0.52% of the
aggregate pnncipal amount of[he Ronds, in acwrdance with a Purchase Contract (the "Purchase
ContracP') [o bc cn[crcd inm among [hc Authonry, thc Mcdical Centcr and [hc Undcnvri[cr, is
hereby in all res'pects authorized and approved and there shall be exewted un behal( o( the
Au[hority in furthcrance thcrcof[hc Purchasc ContracL Thc Au[hority docs hcrcby aulhorizc and
approve the execution and delivery of [he Purchase Contract un behal(o(tFe Authority by its
Chairman ur Vicc Chairman and such Porchasc Contract shall be in subs[antially [hc form
thcreof atlached hercro and marked Lxhibit C, and hercby appruved. with such changes as shall
bz necessary and approprix[e to reFlcc[ [hc final terms of the sale o(the Ronds by the Au[honry
nnd such funhcr changcs thcrcin a.r shall bc approvcd by thc Chairman or Vicc Chairman
10
�+aaersas�zwmeaicns
�92
cxccuting thc samc, with such cxccution lo constiNtc conclusivc cvidrncc of thc award oC thc
Bonds to the Undcrwntcr and o( such omcer's approval and [hc Authority's approval of any
changcs thercin from thc fortn oC Purchasc Contrac[ at[achcd hcrcto; providcd [ha[ thc Purchasc
Contract shall comply with the provisions of[his resolu[ion and that the final �ertns of[hc Ronds
containcd fn chc Pumhasc Contract shall 6c withSn [hc parame[ers established in [hfs resol�fion.
Prior m the exewtion uf the Purchase Contrac[by [he Au[hority, [he Aulhority must be presen[ed
with a disclosure statcmcnt prcpamd by thc Underwrirer in compliancc with Scetio� 2IN385,
Florida Stam[es, which disclosure statement shall be filcd in the mcords o(the Au[hority.
Sec[ion I I. Appointment of Bond Trus[ee and Hund Re i�. U.S. Bank Trust
Company, National Association, a na[ional banking association, is hereby appointed the Bond
Trus[ec and bond registrer(the "Bond Registrar")under the Trus[ Indcnwre.
Section 12. Aporoval oCPreliminary Omcial SiatemenL The Authority hereby approves
lhe use and dis[ribution of the Preliminary Oflicial S[atement rclating lo lhe Ronds ([he
"Preliminary Official Statemeni') by the Underwri[er in connection with the ofCer and sale of thc
Bonds, in subs[anlially the fortn a[[ached hereto and marked Exhibit D, with such changes as
shall bc ncccssary and appropnare to rcflcct thc cxpcctcd tcrtns oP Ihc Bonds and to cnsurc
accurate disclosure o(all mlevxnt information; provided, however, Ihat except ns specifically set
forth in Ihc Prcliminary Official Statement, the Au[honty makes no represen[ations with respect
to the information contaiced in the Preliminary Official Sta[emen[.
Seclion 13. Apnroval of Official S[a[emenL The Authonty hereby approves the use and
distribution of lhe O�cial Statement relating io Ihe Bonds ([he "O�eial Sta�emeni') by the
Underwri�cr in cunnec[ion with Ihe oflcr and sale uf Ihe Honds in substan[ially [he fortn of[hc
Prcliminary O�cial Statcment attachcd hcrcto xnd markcd Exhibit D, with such changcs as shall
nwa�soss�aMeaicns I
793
bc nccessary and appropriatc to rcOcc[ thc final tcrms of thc Bonds and to cnsurc accuratc
disclaeure of all relevant informetion; provfded, however, Iha[ except as- specf�ically set forth in
the O�cial Statement, [he Authority makes no representations wi[h rnpect to the fnFortnxtion
contained in the Omcial Statement.
Scction 14. Dclivcry uf[hc Bonds. Upon thc cxccution of thc Bonds in accordancc with
the pmvisions of the Trus[ Indenlure, the Chaicman or the Vice Chairman shall deposit the same
with the Rond Rcgis[rar for au[hcntication and dclivcry upon Ihc ordcr of[hc Undcrwntcr. Thc
Bond Registrar is hereby requested to au[henticate and deliver the Bonds in accordance wi[h the
Trust Indenturc.
Sec[ion I5. Authorization of Credit EnhancemenL The Aulhoriry hereby authonres [he
procurement of credit enhancement m secure all or a portiun of the BunJs by the Medfcal Center
and hcrcby au[horizcs thc Chairtnan, Vice Chairtnan und othcr mcmbcrs or agcnts o( thc
Autharity to take all actions and s[eps necessary tu assis[ Ihe Medical Ccnler in procunng such
credit cnhanccmcnt, including provisions in[hc various dowmcros approvcd in this resolution to
provide for such credSl enhancement and execu[ion oC any agrecments with credi[ enhancement
providcrs, if [hc provision of crcdi[ cnhanccmcn[ fur all or a portion o( thc Bonds is dccmcd
necessary or Jesirable by the Medical Cencer.
Scction 16. Au[horiza[ion of Ezcwtion and Dclivcry o(Ccrtain Addi[ional Documcn[s.
The Au[hority does hereby authurize the subsequent execution and delivery of such additiunal
dowmenls as may bc reyuired in wnnectiun wi[h Ihe issuance and sale of [he Bonds, the
application o(the proceeds thereof and Ihc re(wding of the Refunded Bonds, in such form or
forms and with such party ur parties as shall be approved by the Chairman or Vice Chairtnan,
including,without limitatioq thc Endorscmcnt and Assignmcn[ of Obligation No. B w thc Bond
12
�i ma�soss�zwrnEaicns
�94
Trus[ce and a Tax Ccnificatc and Agrccment to bc cntcrcd into among [hc Authority, the
Medical Cemer and the Bond Truetec.
Section I7. Authoriza[ion and Ratification of Acts. Thc mcmbcrs, officcrs, agcnts and
employees uf the Authority are hereby authurized and directed to do ali such acts and [hings and
[o excwtc all such documcn[s, including, wi[hout limftaboq [hc exccuuon and dclivcry of any
closing documenn, as may be necessxry to carty out and comply with lhe provisions of [his
resolutioq [he documen[s attached herem as Exhibits A [hrough D, and any documents execu[ed
and dclivered pursuant [o Sec[ion I6 hereoC, and all of the acts and doings of such members,
officers, agents and employces of [he Au[hority which are in confortnity with the intent and
purposes o(this resolu[ioq whether here[ofore or hereafter[aken or done, shall be and are hcrcby
ratitied, confirmed and approved.
Scction IB. Rccommcnda[ion [o thc City of Miami Bcach. Florida. A public hcaring
having becn conducted on this da[e puauan[ [o Ihe provisions oC See[ion 147(� o(the Intemal
Rcvcnuc Codc of I9N6, as amcndcd, Cor thc pucposc of giving all intcrestcd persons an
uppurtunity to express their views on the pruposed issuance of the Bonds and [he rclatcd plan of
financing, for which hcaring rcasonablc public no[icc was givcn, Ihc Authority hcrcby
recommcnds lhat the Commission approvc the issu�nee of [he Bonds and the rela[ed plan uf
financing.
Section 19. Secerabilitv. If any section, paragraph, clause or provision of lhis resolu[ion
shall be held to bc invalid or ineF1'ective for any reason, [hc remainder uf thfs resolu[ion shall
eonlinue in full force and eiTect, it being expressly hereby found and declared [hat ihe remainder
of [his resulution would have becn adopced despite thc invaliJity or inel7ecfiveness uf such
section, paragraph, clausc or provision.
13
'103fl]9WSVUMENICAS
795
Section 20. E(fcctivc Datc. This resolution shall take cffcct immcdiatcly upon ils
adoption, and any pruvisions of any prcvious resol�tions in contlict with thc provisions hercin
arc hereby superscdcd.
Adoptcd this 17th day of Apnl, 2025.
(SEAL)
Chainnan
14
i 1C19]946SPAMERiCAS
796
CERTIFICATE AS 1'O RESOLUTION
l, the undersigncd, do hereby certify that I am duly qualified and acting Chairtnan of the
City of�fiami Beach Hcalth Facili[ies Au[hority(the "Aulhoriry").
1 further certify that a mee[ing u(the Authority was hcld un April 17, 2025, at which a
quorum of the members of the Authority was present, and aceording to [he o�cial records o(thc
Authonty the above and foregoing constiW[es a true and cortect copy of a resolu[iun adupicd at
said mccting of thc Au[honty.
1 further certify thal at such meeting said resolu[iun, pursuan[ w motion made by
and sccondcd by , was adoptcd by thc
Colluwing vote:
Ayc:
Nay:
I furthcr ccrtify [hat provision has bcen madc for thc prcscrvation and indcxing of said
resolution, which is open lor inepeetion by the public at all reasonxble tima at the o(fice of the
Chicf Financial O�ccr of [hc City of Miami Rcach, Florida, in [hc Ci[y uf Miami Bcach,
Florida.
IS
>>a3e�eosszwrnERicns
797
1
IY WITNF.SS WFIEREOF, I havc hcrcunto sct my hand and affixcd thc oRcial scal o(
[he Authority this 17th day of April, 2025.
(SEAL)
Chairman
16
'1038]9065�]WMERICAS
798
I
EXHIBITS A THROUGH D O� FILE WITH THE AUTHORITY
1�038]9WSV WMERICAS
799
1
CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORITY
PUBLIC HEARING
NOTICE OF PUBLIC HEARING REGARDING THE
PLAN OF FINANCING INCLUDING THE PROPOSED
ISSUANCE BY THE CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY OF UP TO $130,000,000
HOSPITAL REVENUE REFUNDING BONDS
(MOUNT SINAI MEDICAL CENTER OF FLORIDA)
Notice is hereby given that a public heanng (lhe "Hearing")will be held by or on behalf o!
Ihe City of Miami Beach Health Facilities ANhonty (the "Authorit�') on April 17, 2025,
wmmencing at 9�.00 a.m., or shortly Ihereafter, for Ihe purpose of provieing a reasonable
opportunity for interested persons to espress their views on the proposed issuance hy the
Authoriry of its Ciry of Miami Beach Health Facilities Authonry Hospital Revenue Refunding
Bonds (Mount Sinai Medical Center of Pbrida), in one or more series as part of a plan of
fnancing, in a maximum aggre9ate s�aled pdncipal amoun[ no[ to exceed §730,000,000 (the
"Bonds"). To parlicipa[e or provide comments in person or virtually, the public may join the
Heanng:
. in pereon at the City of Miami Beach Commissian Chamber, 1700 Conven[ion
Center, Dnve, 3'^ Floor, Miami Beach, Fbrida 33139,
• via lhe ZOom app at: https:/lmiamibeachfl-uov.zoom.us/i�82699502231,
• via telephone at: 888.475.M99 (Toll Free); Webinar ID: 82699502231M,or
• via telephone at: 305.424.1969 (U.S.�;We6inar ID: 82699502231N.
Members of Ihe public wanting [o speak virtually on an item tluring [he Hearing must click the
"nise hand" icon if uainp the Zoom app or press'9 on the telaphone to ralae thair hand.
The proceeds o( Ihe Bonds, which will be issued as "qual�ed 501(c)(3) 6onds," as
defined in Seclion 145 of�he Intemal Revenue Code of 1986, as amended (Ihe "Cotle"), will be
loaned to Mount Sinai Mediral Center o( Florida, Inc. Qhe "Medical Cente�'), a no[-for-prof[
corparation organized under Ihe laws oi the State of Fbrida and an organization descnbed
under Section 501(c)(3) of the Code. The Medical Center will use the proceeds of the Bontls,
together wi[h other availaDle monies, if any, to (i) refund all or a porton of the Authority's
outstanding $126,635,000 Hospi[al Revenue and Refunding Bonds, Series 2014 (Mount Sinai
Medical Center of Floritla) (the "Refuntletl Bonds"), which we�e issuetl �o fnance and refnance
�imsmaw�wEa�c.�s
$OQ
the Project (defned below), and (ii) pay ceAain ezpenses in connection with the issuance o(the
Bonds and Ihe refunding o!the Refundetl Bonds.
The tertn "ProjecY' means [he cos�s of all or a portion o( certain capital and working
capital expenditures (or certain health care facilities, including Ian4 buildings. fixWres,
furnishings, equipment, leasehold interests and olhertangible and intangible pmperty, which are
parl o(the Medical Center's facilities located at 4300 Alton Road, Miami Beach, Fbrida 33140.
The facilities compnsing the Project are owned by the Medical Center and operated by the
Medical Center as an integrated operation.
The Bonds and the interest thereon shall not wnsfitute a debt, liabiliry or obligation of
the Ciry of Miami Beach, Flonda, or o([he Slate of Fbrida or of any political subdivision Ihereof,
but shall be payable solety from the sources pledged therefor, including loan payments paya6le
untler a loan agreemenl to be entered into by and between [he AuNonty antl the Mediwl
Center.
Pursuan[to Section 286.0105, Fla. StaL, the Authority hereby advises the puhlic Ihat i(a
person decides to appeal any decision made 6y the memhers of the Authority with respect to
any matter considered at its meeting or its heanng, such person must ensure that a verbatim
rewrd of Ihe pmceedings is made, which record indudes Ihe testimony and evidence upon
which Ihe appeal is b be based. This notice does no� constiWte consenl 6y lhe Authority for the
introduction or admission of othervvise inadmissible or irtelevant evidence, nor does it authonze
challenges or appeals not olherwise allowed by law.
To requesl �his material in altemate fortnal, sign language interpreler (fve-day nolice
required), information on access for persons with disabilities, and/or any accommodation to
review any dowment or participate in any Authority-sponsoretl proceedings, call 305.6042489
and select 1 for English or 2 (or Spanish, ihen option 6; TTY users may call via 7N (Florida
Relay Service).
This notice is published pursuan[to (he requirements o(Section 147(� o(the Code and
the Treasury Regulations promulgaled lhereunder.
April �, 2025 CITY OF MIAMI BEACH
HEALTH FACILITIES AUTHORITV
2
11119yUtltlY<13'AMFPILFS
801