R7N-Approving Issuance And Sale Of Health Facilities Authority Hospital RevenueCOMMISSION ITEM SUMMARY
Condensed Title:
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,
APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $145,000,000 PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING BONDS, SERIES 2012
(MOUNT SINAl MEDICAL CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(f) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY
OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT
SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
Key Intended Outcome Supported:
Improve the City's overall financial health and maintain overall bond rating.
Supporting Data (Surveys, Environmental Scan, etc.): N/A
Issue:
Should the City Commission approve the resolution which allows for the issuance of not to exceed $145,000,00 in
City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2012 (Mount Sinai
Medical Center of Florida)?
Item Summary/Recommendation:
The proceeds of the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc. (the "Medical Center''), a
not-for-profit corporation organized under the laws of the State of Florida, and will be used, together with other
available monies, if any, to: (i) refund all or portions of the then outstanding $98,200,000 original principal amount
City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center
of Florida Project), and $88,810,000 original principal amount City of Miami Beach Health Facilities Authority
Hospital Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida Project) (such bonds or portions
thereof to be refunded, the "Refunded Bonds"), (ii) fund a debt service reserve for the Bonds, if any, and (iii) pay
certain expenses in connection with the issuance of the Bonds and the refunding of the Refunded Bonds.
These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the City of
Miami Beach or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the
revenues referred to in the Bond Resolution and neither the faith and credit nor any taxing power of the City of Miami
Beach is pledged to the payment of principal, a redemption premium or interest on the Bonds.
Advisory Board Recommendation:
Financial Information:
Amount
Source of Funds: N/A
OBPI
Total
Clerk's Office Le islative Trackin
Department Director
T:\AGENDA\2012\July 18\Regular\ HFA Refunding bon
MIAMI BEACH
Account Approved
Principal & Interest payments to be paid by
Mount Sinai Medical Center of Florida, Inc.
City Manager
769
Manager
KGB
AGENDA ITEM -~--=7~N
DATE 7-18-/2..-
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO:
FROM:
Mayor Matti Herrera Bower and Members of the City Commission
Kathie G. Brooks, Interim City Manager ;t"/J. f /-·
DATE: July 18, 2012 . fj
SUBJECT: RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE
ISSUANCE AND SALE OF NOT TO EXCEED $145,000,000
PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH
FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING
BONDS, SERIES 2012 (MOUNT SINAl 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.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
ANALYSIS
By approving this Resolution, the City Commission is authorizing the following action:
• Issuance and sale of not to exceed $145,000,000 principal amount of City of
Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds,
Series 2012 (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.
These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability
or obligation of the City of Miami Beach or of the State of Florida or of any political
subdivision thereof, but shall be payable solely from the revenues referred to in the Bond
Resolution and neither the faith and credit nor any taxing power of the City of Miami
Beach is pledged to the payment of principal, a redemption premium or interest on the
Bonds.
770
Commission Memorandum -July 18, 2012
Health Facilities Authority Bonds Series 2012
Page 2 of 3
The proceeds of the Bonds will be loaned to Mount Sinai Medical Center of Florida, Inc.
(the "Medical Center"), a not-for-profit corporation organized under the laws of the State
of Florida, and will be used, together with other available monies, if any, to: (i) refund all
or portions of the then outstanding $98,200,000 original principal amount City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai
Medical Center of Florida Project}, and $88,810,000 original principal amount City of
Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2001A (Mount
Sinai Medical Center of Florida Project) (such bonds or portions thereof to be refunded,
the "Refunded Bonds"}, (ii) fund a debt service reserve for the Bonds, if any, and (iii) pay
certain expenses in connection with the issuance of the Bonds and the refunding of the
Refunded Bonds.
The Bonds are being issued to refinance certain health care facilities, including land,
buildings, fixtures, furnishings, equipment, leasehold interests and other tangible and
intangible property, which are owned by the Medical Center and are part of the Medical
Center's facilities located at 4300 Alton Road, Miami Beach, Florida.
BACKGROUND
The City Commission of the City of Miami Beach adopted Ordinance No. 90-2701 on
July 25, 1990, creating the City of Miami Beach Health Facilities Authority (the
"Authority") to assist health facilities in the acquisition, construction, financing, and
refinancing of health facility related projects in the City.
The Ordinance, as amended, provides that the Authority can issue bonds and notes for
the purpose of providing funds to pay all or any part of the cost of any project or any
other lawful purpose and to issue refunding bonds. Further, it provides that the City
Commission must approve any bonds issued by the Authority as the final step in the
approval process.
On May 15, 2012, the Medical Center submitted its application for financing to the
Authority pursuant to the requirements of Section 1 of Chapter 3 of the Authority's
Administrative Procedures. Included with this application was a nonrefundable check of
the Medical Center in the amount of $5,000 payable to the Authority for the initial
processing of the application as prescribed in the Authority's Administrative Procedures.
Pursuant to this application, the Medical Center requested that the Authority assist the
Medical Center in the issuance of one or more series of tax-exempt bonds, to be
designated as the City of Miami Beach Health Facilities Authority's Hospital Revenue
Refunding Bonds, Series 2012 (Mount Sinai Medical Center of Florida), or such other
designations as may be appropriate, in an aggregate principal amount not to exceed
$145,000,000 (the "Bonds"). These bonds are expected to consist of one or more series
of fixed rate bonds.
The proceeds of the Bonds will be used to (1) refund all or a portion of the Authority's
outstanding Series 1998 and Series 2001A Bonds that have been issued on behalf of
the Medical Center, (2) refund a debt service reserve fund for the Bonds, and (3) finance
the cost of issuance of the Bonds.
771
Commission Memorandum -July 18, 2012
Health Facilities Authority Bonds Series 2012
Page 3 of 3
The Bonds will be sold pursuant to a public offering. As in the past the Bonds will be
supported by a guarantee of the Mount Sinai Medical Center Foundation, Inc., and will
be secured by a mortgage on the hospital facilities of the Medical Center.
The Authority held a public hearing on July 12, 2012, as required by Section 147(f) of the
Internal Revenue Code of 1986, for the purpose of giving all interested persons an
opportunity to express their views in connection with the Authority's proposed issuance
of the Series 2012 Bonds. Following which, the Authority adopted a Resolution
authorizing the issuance of the Authority's Series 2012 Bonds, the proceeds of which will
be used by the Medical Center as mentioned above.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of
Miami Beach, Florida, approve the resolution which authorizes the City of Miami Beach
Health Facilities Authority to issue the Bonds as detailed above, including the approval
required under Section 147(f) of the Internal Revenue Code of 1986, as amended.
T:\Agenda/2012/July 18/Regular/HFA Refunding Bonds-Comm Memo
772
RESOLUTION NO. __ _
RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE
OF NOT TO EXCEED $145,000,000 PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE
REFUNDING BONDS, SERIES 2012 (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 PAY ABLE
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 12, 2012, as required by Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), a public hearing was held, for which there was
reasonable public notice published on June 28, 2012 in The Miami Herald (a copy of which
notice is attached hereto as Exhibit I and made a part hereof), for the purpose of giving all
interested persons an opportunity to express their views in connection with the Authority's
proposed issuance of its not to exceed $145,000,000 principal amount of City of Miami Beach
MIAMI/4279061.2
773
Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2012 (Mount Sinai
Medical Center of Florida) (the "Bonds"); and
WHEREAS, on July 12, 2012, the Authority adopted a resolution, a copy of which is
attached hereto as Exhibit II and made a part hereof (the "Bond Resolution"), authorizing, under
the provisions of the Act and the Florida Industrial Development Financing Act, Chapter 159,
Part II, Florida Statutes, as amended, the issuance of the Bonds, the proceeds of which will be
loaned to Mount Sinai Medical Center of Florida, Inc., a not-for-profit corporation organized
under the laws of the State of Florida (the "Medical Center"), and used, together with any other
available moneys, if any, to (a) refund all or portions of the currently outstanding City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical
Center of Florida Project), and City of Miami Beach Health Facilities Authority Hospital
Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida Project) (such bonds or
portions thereof to be refunded, the "Refunded Bonds"), previously issued for the benefit of the
Medical Center, (b) fund a deposit to a debt service reserve, if any, and (c) pay expenses in
connection with the issuance of the Bonds and the refunding and defeasance of the Refunded
Bonds; and
WHEREAS, the Ordinance, as amended, requires the approval by the Commission of
sales of bond issues ofthe Authority and Section 147(f) of the Code requires the approval by the
Commission of the issuance of the Bonds; and
WHEREAS, this Commission desires to approve the Bond Resolution and the issuance
and sale of the Bonds pursuant thereto.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
2
MIAMU4279061.2
774
Section 1. The Bond Resolution adopted by the Authority on July 12, 2012 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 $145,000,000 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 __ day of ____ , 2012.
(SEAL)
Mayor
Attest:
City Clerk
3
MIAMI/4279061.2
775
EXHIBIT I
NOTICE OF PUBLIC HEARING
MIAMI/4279061.2
776
._... ---'"TJ"--J':"'·")-
I
~ .. ···:
-,/
·'
· CITY OF MIAM! BEACH HEALTH FACILITIES AUTHORITY .
PUBLIC HEARING.
NOTICE OF PUBLIC HEARING REGARDING THE PROPOSED
I~UANC~ BY THE. CITY OF MlA~I BEACH HEALTH
FACILITIES AUTHORITY OF UP JO $145,000,000
HOSPITAL REVENI.IE REFIJNDIN~ BONDS
{MOUNT SINAI ME~QAL CENTER OF FLORfDAJ
Notice is hereby given 'that a·· public hearing will be held by
. or on behalf of the: City of Miami Beach Heaith Facilities A~hority .
. (the ~Authorltyj on ';July 12, .2012, comm~nclng at .10:00 a.m .•. ·
·.or shortly thereafter, in the Mayor's Conference· Room; City Hall,
City of tyliami Beach, Florida, 1700 Convention ·center Drive, 4th
Floor, Miami Beac;:h, Florida. 33139, for .the purpose· of proyldlng a
reasonable opportunity for hiterested j)ersons to express their views,
both orally and in writing (which must be received by the Authority ·
before ttie hearing date in an appropriateiy marked. envelope), on the.
proposed issuance by the Authority of its·City of Miami· Beach Health
Facilities Authority Hospital Revenue Refunding Bonds (Mount Sinai
Mecflcal Center ·of Florida), in an aggregate principal amount not to
exce~$145.,000,000 (the "Bonds").
The. piuceeds of ·the Bonrls will be loaned to Moo.nt
'Sinal Medical Center of Flonda, Inc. •(the · "MBdical Center"), a
not-fo[-profit ·corporation organized under the laws .of the State of'
. Florida, arid will be used, together wtth other available monies, if any,
to: {i) refund all. or. portions of the· then ,outstanding $98,200,000
origlrial principal amount -City. of Miami Beach Health Facilities
Authority Hospital Revenue.BOndS, ~ries 1~98 (Mount Sinal Medi~l
Genter of Florida Project), and ~,81 p,ooo original principal amoo~t · '1
City of Miami. Beach Health FaciliJieS Authority Hospital Reveoue :· ·
Bonds, Series :2oo1A (Mount .Sinai MediCal Center-of Florida Project)
(sll()h bOnds or portion~ thereof to .·be .. r-efunded, the "Refun<fec;!
• Bonds"), OQ. fund a debt SeryiGe· res.erve''·fqf' the Bbnds, If any,
and QiO pay certSin expeniles in eonriection with. ttr~ issuance of the
Bonds and uie refunding otttie.'Refunded Bonds. ·
o o M ~.· ~ •
. . The Bonds are bei~fl ·issued to refinance certain heatth care
facilitieS, including llind, buildings, ftictures, f.ur~hings, equipment,
leasehold interests and other tangible and Intangible property, which
are owned by the Medical Center and are part of. the Medical Center's
. facilities located_at4300 Alton Road, Miami Beach, Florida.
The Bonds and the ~interest thereon shali not constitute a debt,
liability qr. obligation of th.e City of Miami' Beach, Florida, or of the
State of Florida or of any political sutlqiVrsion thereof, but shall be
payable solely from the souri:es pledged therefor, Including loah
payments payable under'a loan agreement' to be entered into by and
between the Authority and the Medical Center . ...
. ·Pursuant to sectipn 286.0100, Fla. Stat.,-the Authority hereby
· advises the pub)ic· that: if a person dooides to appeal any decision
made by the Authority with respect to any matter considered at i:ts
meeting or its hearing, such person must ensure that a verbatim record
of the. pr;oceed(ngs is made, which record includes the testimony and
evidence upon which the appeal is to be based. This notice does not
constitute consent by the Authority for the introduction or admission
of otherwise inadmissible or irrelevant evidence, nor does it authorize
challenges ?r appeals not otherwise allowed by law.
In accordance wrth the Americans wit~ Disabilities. Act of
1990, persons . needing special accornrilodation to participate in
~his proceeding, or .to requ,l?$! information bn. acceils for persons
with disabilities, or to .request this publication in accesSible format,
or to request sign language interpreters, shouid contact the City of
Miami Beach •CitY Clerk's offiCe at (305) 673-7411, ·no later than
four (4) days prior to the proceeqiriQ. If hearihg impaired, contact the ~~
Crty Clerk's office via the Florida l'!elay Service numbers,
(800) 955-8771 {TTY) or {800) 955-8770 (VOICE). .
This notice is published pursuant to the requirements of Section .
147(1) of the lnternal'Revenue Code of 1~86, as ameoded.
. ·June 28>2012 CITY OF MIAMI BEACH
HEALTH FACILITIES AUTHORITY
, : _2NE f .THURSDAY, JUNE ZB, 2012.
NE ---...:.._ ... -...;
777
I
EXHIBIT II
BOND RESOLUTION
MIAMI/4279061.2
778
MIAMI/4279053.3
RESOLUTION
A RESOLUTION (i) authorizing the issuance of City of Miami
Beach Health Facilities Authority Hospital Revenue Refunding
Bonds, Series 2012 (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
$145,000,000, for the purpose of providing funds to be used, together
with other available moneys, if any, to: (a) refund all or portions of
the currently outstanding City of Miami Beach Health Facilities
Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai
Medical Center of Florida Project), and City of Miami Beach Health
Facilities Authority Hospital Revenue Bonds, Series 2001A (Mount
Sinai Medical Center of Florida Project), previously issued for the
benefit of Mount Sinai Medical Center of Florida, Inc., (b) fund a
deposit to a debt service reserve, if any, and (c) pay expenses in
connection with the issuance of the Bonds and the refunding of the
Refunded Bonds, to be issued under the provisions of a Trust
Indenture and a Loan Agreement, and to be further secured by an
Amended and Restated Master Trust Indenture, a Supplemental
Master Trust Indenture for Obligation No. 9, an Obligation No. 9, a
Fee and Leasehold Mortgage, Assignment and Security Agreement
and an Amended and Restated Guaranty and Security Agreement;
(ii) providing that the Bonds shall not constitute a debt, liability or
obligation of the City of Miami Beach, Florida or of the State of
Florida or of any political subdivision thereof but shall be payable
solely from the sources provided therefor under the Trust Indenture;
(iii) delegating to the Chairman, or in his absence, the Vice
Chairman, the fixing of the terms of the Bonds and other details
within the parameters set forth herein; (iv) authorizing the execution
and delivery by the Authority of the Trust Indenture and the Loan
Agreement; (v) approving the forms of Supplemental Master Trust
Indenture for Obligation No. 9, Obligation No. 9 and Amended and
Restated Guaranty and Security Agreement; (vi) providing for the
redemption of the Refunded Bonds and authorizing, as necessary, the
execution and delivery by the Authority of an Escrow Deposit
Agreement and the purchase of Escrow Securities; (vii) authorizing
the negotiated sale of the Bonds; (viii) authorizing the execution and
delivery by the Authority of a Purchase Contract; (ix) appointing a
Bond Trustee and Bond Registrar under the Trust Indenture; (x)
approving the use of a Preliminary Official Statement and an Official
Statement; (xi) authorizing the execution and delivery of additional
documents required; (xii) recommending approval of the Bonds by
the Mayor and City Commission of the City of Miami Beach,
Florida; and (xiii) providing for other related matters.
779
WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") has
been created pursuant to the Health Facilities Authorities Law, being Chapter 74-323, Laws of
Florida, and Part III of Chapter 154 of the Florida Statutes, as amended (the "Health Act"), and
has been determined to be needed by the Mayor and City Commission (collectively, the
"Commission") of the City of Miami Beach, Florida (the "City") under Section 4 of the Health
Act; and
WHEREAS, the Authority is also a "local agency" as defined in Section 3 of the Florida
Industrial Development Financing Act, being Chapter 69-104, Laws of Florida, and Part II of
Chapter 159 of the Florida Statutes, as amended (the "Industrial Act" and, together with the
Health Act the "Act")· and ' '
WHEREAS, the Authority is authorized pursuant to the Act to issue its refunding bonds
and to loan the proceeds thereof to "health facilities" (as defined in the Health Act) located in the
City to refund revenue bonds issued by the Authority for the benefit of health facilities; and
WHEREAS, as a result of the current low interest rate environment, 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) refund all or portions of the currently outstanding City of Miami
Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical
Center of Florida Project) (the "Series 1998 Bonds"), and City of Miami Beach Health Facilities
Authority Hospital Revenue Bonds, Series 2001A (Mount Sinai Medical Center of Florida
Project) (the "Series 2001A Bonds;" the Series 1998 Bonds and Series 2001A Bonds or portions
thereof to be refunded hereinafter referred to as the "Refunded Bonds"), previously issued for the
benefit of the Medical Center, (ii) fund a deposit to a debt service reserve, if any, and (iii) pay
2
MIAMI/4279053.3
780
expenses in connection with the issuance of the Bonds (hereinafter defined) and the refunding of
the Refunded Bonds, through the issuance by the Authority of not to exceed $145,000,000
principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue
Refunding Bonds, Series 2012 (Mount Sinai Medical Center of Florida) (the "Bonds"); and
WHEREAS, the Bonds will be issued under the provisions of a Trust Indenture (the
"Trust Indenture") to be entered into between the Authority and U.S. Bank National Association,
a national banking association, as trustee (the "Bond Trustee"), and the proceeds thereof will be
loaned to the Medical Center and their repayment secured by a Loan Agreement (the "Loan
Agreement") to be entered into between the Authority and the Medical Center; and
WHEREAS, the Medical Center has previously entered into an Amended and Restated
Master Trust Indenture (the "Master Indenture") with U.S. Bank National Association, a national
banking association, successor master trustee (the "Master Trustee"), under which the Medical
Center and certain other affiliated entities which may be included therein in the future are jointly
and severally liable for the payment of obligations outstanding thereunder; and
WHEREAS, 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. 9 ("Supplemental Indenture No. 1 0") with the Master
Trustee, supplementing and amending the Master Indenture, pursuant to which Obligation No. 9
("Obligation No. 9") 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 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
3
MIAMI/4279053.3
781
Amended and Restated Guaranty and Security Agreement (the "Restated Guaranty Agreement")
to be entered into between the Foundation and the Bond Trustee; and
WHEREAS, as security for Obligation No. 9 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. 9; and
WHEREAS, on this date, a public hearing was held in accordance with Section 147(f) of
the Internal Revenue Code of 1986, as amended, for which there was reasonable public notice
published on June 28, 2012 in The Miami Herald, for the purpose of giving all interested persons
an opportunity to express their views on the proposed issuance of the Bonds; and
WHEREAS, the Medical Center has advised the Authority that the Bonds will have an
Investment Grade Rating from Fitch and Moody's (as those terms are defined in the Authority's
Administrative Procedures); and
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:
4
MIAMI/4279053.3
782
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) Pursuant to Sections 154.209(1 0) and 154.235 of the Health Act and Sections
159.28(7) and 159.41 ofthe Industrial Act, the Authority is authorized and empowered to issue
the Bonds for the purposes described herein.
(3) 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.
(4) The Authority and the City are each a "local agency" as defined in Section
159.27(4) ofthe Industrial Act.
(5) Review and comment from the Health Council of South Florida, Inc. (the "Health
Council") as to the issuance of the Bonds was requested and the Health Council has advised that
it has no material concerns.
(6) 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
5
MIAMJ/4279053.3
783
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 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.
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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 Refunding Bonds, Series 2012 (Mount Sinai
Medical Center of Florida)", in an aggregate principal amount not exceeding $145,000,000, and
the loan of the proceeds thereof to the Medical Center to (i) refund the Refunded Bonds, (ii) fund
a deposit to a debt service reserve, if any, as shall be determined by the Medical Center, and (iii)
pay expenses in connection with the issuance of the Bonds and the refunding of the Refunded
Bonds.
The principal of, premium, if any, and interest on the Bonds shall not be deemed to
constitute a debt, liability or obligation of the City or of the State of Florida or of any political
subdivision thereof, but shall be payable solely from the sources pledged therefor under the Trust
Indenture and neither the faith and credit nor any taxing power of the City or of the State of
Florida or of any political subdivision thereof is pledged to the payment of the principal of,
premium, if any, or interest on the Bonds.
Section 3. 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
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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 $145,000,000; the interest
rates on the Bonds shall result in net present value debt service savings on the Refunded Bonds
of not less than 3% and shall not exceed the maximum rate permitted by law; 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 to the
signature of the Chairman or Vice Chairman of the Authority as they appear on the Bonds, the
Trust Indenture, the Loan Agreement, the Escrow Deposit Agreement (hereinafter defined), if
any, and any other documents which may be necessary or helpful in connection with the issuance
and delivery of the Bonds, the application of the proceeds thereof and the refunding of the
Refunded Bonds.
Section 5. Authorization of Execution and Delivery of Trust Indenture. The Authority
does hereby authorize and approve the execution by the Chairman or Vice Chairman and a
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786
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 Other Documents. The Authority does hereby approve the
forms of Supplemental Indenture No. 10, Obligation No. 9 and Restated Guaranty Agreement
and consents to the amendments contained in the Restated Guaranty Agreement in order to
extend the guarantee thereunder to the payment of amounts due under the Loan Agreement.
Supplemental Indenture No. 10, Obligation No.9 and the Restated Guaranty Agreement shall be
in substantially the forms attached hereto and marked Exhibits C, D and E, 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.
9
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Section 8. Refunding and Redemption of Refunded Bonds. The Medical Center shall
determine the Series 1998 Bonds and/or Series 2001A Bonds which shall constitute the
Refunded Bonds, which Refunded Bonds shall be called for optional redemption prior to
maturity, and the date(s) of redemption of the Refunded Bonds, all as shall be provided in the
Trust Indenture and, if applicable, the Escrow Deposit Agreement (hereinafter defined). In the
event that all or any of the Refunded Bonds are not redeemed on the date of initial delivery of the
Bonds, the Authority does hereby authorize and approve the execution by the Chairman or Vice
Chairman and a Designated Member of the Authority and the delivery of an Escrow Deposit
Agreement with respect to such Refunded Bonds (the "Escrow Deposit Agreement") to be
entered into among the Authority, the Medical Center and the trustee for the Refunded Bonds
(the "Refunded Bonds Trustee"), in the form customarily used by the Authority. In such event,
there is also hereby authorized the purchase of Escrow Securities (as shall be defined in the
Escrow Deposit Agreement) as shall be provided in the Escrow Deposit Agreement and the
Chairman or Vice Chairman and the Refunded Bonds Trustee are hereby authorized to execute
and/or file any necessary direction letters and subscription forms for the purchase of such Escrow
Securities.
Section 9. Application of Bond Proceeds. The proceeds of the Bonds shall be applied,
together with certain other available moneys, if any, as provided in the Trust Indenture, the Loan
Agreement and, if applicable, the Escrow Deposit Agreement.
Section 10. Authorization of Negotiated Sale. Pursuant to the findings in Section 1
hereof, the Authority does hereby authorize and approve the sale of the Bonds to the Underwriter
through a negotiated sale rather than a public sale by competitive bid.
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Section 11. Authorization of Execution and Delivery of Purchase Contract. The sale of
the Bonds in an aggregate principal amount not to exceed $145,000,000 to the Underwriter, at an
aggregate purchase price reflecting an underwriter's discount not to exceed 1.10% of the
aggregate principal amount ofthe 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 F, 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.
Section 12. Appointment of Bond Trustee and Bond Registrar. U.S. Bank National
Association, a national banking association, is hereby appointed the Bond Trustee and bond
registrar (the "Bond Registrar") under the Trust Indenture.
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789
Section 13. Approval of Preliminary Official Statement. The Authority hereby approves
the use and distribution of the Preliminary Official Statement relating to the Bonds (the
"Preliminary Official Statement") by the Underwriter in connection with the offer and sale of the
Bonds, in substantially the form attached hereto and marked Exhibit G, 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 14. Approval of Official Statement. The Authority hereby approves the use and
distribution of the Official Statement relating to the Bonds (the "Official Statement") by the
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 G, 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 15. Delivery ofthe Bonds. Upon the execution ofthe 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.
Section 16. Authorization of Execution and Delivery of Certain Additional Documents.
The Authority does hereby authorize the subsequent execution and delivery of such additional
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790
documents as may be required in connection with the issuance and sale of the Bonds, the
application of the proceeds thereof and the refunding of the Refunded Bonds, in such form or
forms and with such party or parties as shall be approved by the Chairman or Vice Chairman,
including, without limitation, a Tax Certificate and Agreement to be entered into among the
Authority, the Medical Center and the Bond Trustee and, if necessary, a letter of representations
from the Authority to DTC.
Section 17. Authorization and Ratification of Acts. The members, officers, agents and
employees of the Authority are hereby authorized and directed to do all such acts and things and
to execute all such documents, including, without limitation, the execution and delivery of any
closing documents, as may be necessary to carry out and comply with the provisions of this
resolution, the documents attached hereto as Exhibits A through G, respectively, and any
documents executed and delivered pursuant to Section 16 hereof, and all of the acts and doings
of such members, officers, agents and employees of the Authority which are in conformity with
the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be
and are hereby ratified, confirmed and approved.
Section 18. Recommendation to the 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 19. 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
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791
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 20. Effective Date. This resolution shall take effect immediately upon its
adoption, and any provisions of any previous resolutions in conflict with the provisions herein
are hereby superseded.
Adopted this 12th day of July, 2012.
(SEAL)
Chairman
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792
STATEOFFLORIDA )
) SS:
COUNTY OF MIAMI-DADE)
We, the undersigned, do hereby certify that we are duly qualified and acting Members of
the City of Miami Beach Health Facilities Authority (the "Authority").
We further certify that we were present at the meeting of the Authority held on July 12,
2012 and according to the official records of the Authority in our possession the above and
foregoing constitutes a true and correct copy of a resolution adopted at said meeting of the
Authority.
We further certify that at such meeting said resolution, pursuant to motion made by
------------and seconded by ___________ , was adopted
by the following vote:
Aye:
Nay:
We further certify that provision has been made for the preservation and indexing of said
resolution, which is open for inspection by the public at all reasonable times at the office of the
Chief Financial Officer of the City of Miami Beach, Florida, in the City of Miami Beach,
Florida.
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793
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
of the Authority this 12th day of July, 2012.
Chairman
Vice Chairman
Member
Member
Member
[SEAL]
SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County
aforesaid, this 1ih day of July, 2012.
Notary Public
My Commission expires: ____ _
[Notarial Seal]
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EXHIBITS A THROUGH G ON FILE WITH THE AUTHORITY
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