R7J-Issue-Sale MB Health Facilities Authority Hospital Revenue And Refunding BonResolution of rhe Mayor And city commission of rhe city of Miami aeactr;torioa, npprovrng
The lssuance And sale of Not ro Exceed $200,000,000 Principal Amount of city of Miamj
Beach Health Facilities Authority Hospital Revenue And Refunding Bonds, Series 20'14 (Mount
Sinai Medical Center Of Florida), By The City Of Miami Beach Health Facilities Authority,
lncluding The Approval Required By Section 147(F) Ot The lnternal Revenue Code Of 1986, As
Amended; Providing That Said Bonds Shall Not Conslitute 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.
COMMISSION ITEM SUMMARY
Condensed Title:
lntended Outcome Su
Should the City Commission approve the resolution which allows for the issuance of not to exceed
$200,000,000 in City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds,
Series 2014 (Mount Sinai Medical Center of Florida)?
Item Summary/Recommendation :
The proceeds of the Bonds will be used by Mount Sinai Medical Center of Florida, lnc. lthe 1Ve
Center"), a nolfor-profit corporation organized under the laws of the State of Florida, together with other
available monles, if any, to (a) refund and defease all or a portion of the currently outstanding City of
Miami Beach Health Facilities Authority Hospital Revenue Refund Bonds, Series 2004 (Mount Sinai
Medical Center of Florida) (such bonds or pofiion thereof to be refunded, the "Refunded Bonds"),
previously issued for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking
certain capital improvement owned or to be owned by the Medical Center, (c) fund a deposit to a debt
service reserye, if any, and (d) pay expenses in connection with the issuance of the Bonds and the
refunding and defeasance ofthe 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
prem ium or interest on the Bonds.
Board Recommendation:
Financial lnformation:
lmprove the City's overall financial health and maintain overall bond rating.
Supporting Data (Surveys, Environmental Scan, etc.): va
Source of Funds:
OBPI
Amount Account Approved
N/A Principal & lnterest payments to be
paid by Mount Sinai Medical Center of
Florida, lnc.
Total
Clerk's Office
Patricia Walker. Chief Financial Officer
Siqn-Offs:
Department Director Assl*flff Sitf Manager lL,€itv Manaser
PDW 1L.'J-JLWl]_!
11 HFA I
.J
AGEHDA rrEM R'7 Jg MIAAAIBEACH o,tr:E 6-ll-lq720
g MIAMIBEACH
C;ty of ,tAiomi Beoch, I 700 Convenlion Center Drive, Miomi Beoch, Florido 331 39, www. miomibeochfl.gov
COMMISSION MEMORANDUM
TO: Mayor Philip Levine and Members
FROM: Jimmy L. Morales, City Manager
DATE: June 11,2014
olthe City
suBlECr: RESOLUTION OF THE MAYOR AND Clry COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIdA, APPROVING THE ISSUANCE
AND SALE OF NOT TO EXCEED $2OO,OOO,OOO PRINCIPAL
AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES
AUTHORIW HOSPITAL REVENUE AND REFUNDING BONDS,
SERTES 2014 (MOUNT StNAt MEDTCAL CENTER OF FLORIDA), By
THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY,
|NCLUDTNG THE APPROVAL REQUTRED By SECTION 147(n 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 RECOM MENDATION
Adopt the Resolution.
ANALYSIS
By approving this Resolution, the City Commission is authorizing the issuance and sale
of not to exceed $200,000,000 principal amount of City of Miami Beach Health Facilities
Authority Hospital Revenue and Refunding Bonds, Series 2014 (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 lnternal 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.
The proceeds of the Bonds will be used by Mount Sinai Medical Center of Florida, lnc.
(the "Medical Centef'), a not-for-profit corporation organized under the laws of the State
of Florida, together with other available monies, if any, to (a) refund and defease all or a
721
Commission Memorandum - June 11, 2014
Health Facilities Authority Bonds Series 2014
Page 2 of 3
portion of the currently outstanding City of Miami Beach Health Facilities Authority
Hospital Revenue Refund Bonds, Series 2004 (Mount Sinai Medical Center of Florida)
(such bonds or portion thereof to be refunded, the "Refunded Bonds"), previously issued
for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking
certain capital improvement owned or to be owned by the Medical Center, (c) fund a
deposit to a debt service reserye, if any, and (d) pay expenses in connection with the
issuance of the Bonds and the refunding and defeasance of the Refunded Bonds.
Besides refinancing all or a portion of the Series 2004 Bonds, the Series 2014 Bonds are
also being issued to finance the construction of a new surgery tower which will contain
approximately 12 operating rooms and between 120-160 beds. The proceeds will also
be used forthe expansion of the emergencydepartmentfrom 16,700 sq. ft. to 37,000 sq.
ft. and for other renovations throughout the Medical Center.
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
"Authoritl') 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
othei laMul 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.
The Medical Center requested that the Authority assist them 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 and Refunding Bonds, Series 2014 (Mount Sinai
Medical Center of Florida), or such other designations as may be appropriate, in an
aggregate principal amount not to exceed $200,000,000 (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 2004 Bonds that have been issued on behalf of the Medical Center,
(2) pay (or reimburse) the cost of undertaking certain capital improvements owned or to
be owned by the Medical Center (3) fund a debt service reserve for the Bonds, and (3)
finance the cost of issuance of the Bonds.
The Bonds will be sold pursuant to a public oflering. As in the past the Bonds will be
suppo(ed 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 May 15, 2014, as required by Section 147(f) ot
the lnternal 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 2014 Bonds. Following which, the Authority adopted a Resolution
authorizing the issuance of the Authority's Series 2014 Bonds, the proceeds of which will
be used by the Medical Center as mentioned above.
722
Commission Memorandum - June 11,2014
Health Facilities Authority Bonds Series 2014
Page 3 of 3
The Authority, at its May 15, 2014 meeting, also approved a fee waiver for the upfront
and annual fees.
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 lnternal Revenue Code of 1986, as amended.
JLM:PW:jr
T:\Agenda/2O14lJune 1'1lRegular/HFA Bonds-Comm Memo June 2014
723
RESOLUTION NO.
RESOLUTION OF THE NIAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE
OF'NOT TO EXCEED $2OO,O(]O,O[)O PRINCIPAL AMOLIIIT OF CITY OF
MIAMI BEACH HEALTH F'ACILITIES AUTI{ORITY HOSPITAL REVENUE
AND REFLINDING BONDS, SERIES 2014 (MOLINT SINAI MEDICAL
CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTI,I
FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY
SECTION 147(f) OF THE TNTERNAL 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 EFFECTTVE DATE.
WI-IEREAS, the City of Miami Beach Health Facilities Authority (tlre "Authority") was
cteated by Ordinance No. 90-2701 adopted on July 25, 1990 (the "Ordinance") by the Mayor and
Cily Cormlission of the City of Miami Beach, Florida (collectively. the "Commission") pulsuant
to the Health Facilities Ar-rthorities La,uv, Chapter 154, Part Iil, Florida Statutes. as amended. (the
"Act"); and
WI-IEREAS, the Oldinance was amended by Ordinance No. 9l-2738 adopted on Aplil
10, 1991 by the Comrnission, ordintrnce No. L)2-2776 adopted on Ivlarch 4, 1992 by rhe
Comnrission and Ordinance No. 97-3086 adopted on July 2, 1.997 by the Comurission and taking
eflecl on January t, 1998; and
WHEREAS, on May 15,2014, as required by Sectiorr 1a7(f) of the Intemal Revenne
Code of 1986, as amended (tlie "Code"), a public hearirrg was held. lor which there w.as
reasonable pttblic notice published on Aplil 27.2014 in The Miami Herald (a copy of rvhich
nolice is attached hereto as Exhibit I and made a palt hereot), for the purpose of git,ing atl
interested persolrs an opportr-urity to express their views in corurection with the Authority's
proposed issnance of its not to exceed $200.000,000 principal amount of City of Miami Beach
724
Health Facilities At(hority Hospital Revenue and Refunding Bonds. Series 2014 (Mor.rnt Sinai
Medical Centel of Florida) (the "Bonds"); zurd
WI{ERIAS. on lr4ay 15, 2014, the Authority adopted a resohrtion, a copy of rvhich is
attached hereto as Exhibit Ii and rnade a parl hereof (the "Bond Resolution"), autholizing, r-rnder
the provisions ol the Act and the Florida Indr-rstrial Development Finar.rcing Act, Chapter 159,
Pat II, Florida Statutes, as amended, the issuance of the Bonds, the proceeds of which wili be
loaned to Mour.rt Sinai Medical Center of Florida, Inc., a not-fbr-profit corporation organized
under the laws of the State of Flolida (the "Medical Center"), and used. together witl.r any orher
available moneys, if any, to (a) refund and defease all or a portion of the cr,u'rently outstandilg
City of N4lami Beach Ilealth Facilities Authority Hospital Reveuue Refi.urding Bonds. Series
2004 (Mount Sinai Medical Center of irlorida) (such bonds or portion thereof to be refunded, the
"Refunded Bonds"), previously issued for the benefit of the Medical Center, (b) pay (oL
leimburse) the cost of undertaking certain capital improvements olvned or to be olvned by the
Nledical Center, (c) fund a deposit to a debt service reserve, if any. aud (d) pay expenses in
connection with the issuance of the Bonds and the refturdins and defeasance of the Refunded
Bonds: and
WHEREAS, the Ordinarrce, as amended,
sales of bond issues of the Authority and Section
Cornmission of the issuance of the Bondsl and
reqnires the approval by the Commission of
147(0 ofthe Code requires the approval by the
WHEREAS, this Commission desires to approve the Bond Resolution and the issuance
and sale of the Bonds pul'suant thereto.
NOW, THEREFORE, BI] IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF TIIE CITY OF MIAMI BEACH. FLORIDA:
4206290/3i MtAtv4l
725
Section i. The Bond Resolution adopted by the Authority on May 15, 2014 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 amollnt not to exceed $200,000,000 in
accordance with Section 147(f ofthe 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, Flolida or of the State of Florida or of any
political subdivisior.r thereot, but shall be payable solely lrom the revenues leferred to in the
Bond Resolution, and neither the faith and credit nor any taxing power of the City of lvliami
Beach, Florida or ofthe State ofFlolida ot ofany political subdivision thereofis pledgecl to the
payment of the principal of. redernption premium' if any, ol inlerest on the Bonds.
Section 3. This resolutior.r shall take effect imrnediately upon its adoption.
ADOPTED this _ day of _, 2014.
(sEAL)
Attest:
Mayor
City Cletd
APPROVED ASTO
FORM & LANGUAGE
& FNH EXECUTION
l' I I (-- r-rt,-lt
P--'"*{- , ,.r, \-
-eiifiiiorney-
----J;:-
4296290/3/MtAMt
726
EXHIBIT I
NOTICE OF PUBLIC HEARING
727
CITY OF MIAMI BEACH HEALTH FACIL]TIES AUTHORITY
PUBLIC HEARING
NOTICE OF PUBLIC HEARING REGARDIHG THE PBOPOSED
ISSUANCE BY THE CITY OF MIAMI BEACH
HEALTH FACTLITTES AUTH0R|TY 0F Up T0 $200,000,000
}IOSPITAL HEVENUE AND HEFUNDING BONDS
tMouNT stNAl MEDTCAL CENTEH 0F FL0R|DA)
N0tjce E h€reby oiyen hat a public hearing rrill b€ held by 0r on behail oi fre Crty af Miami Eeae]r
Htalth Facilities Auttr tty (tre 'Authorig') on May 15, 2014, commencing a1 '1'l:00 a-m., or shortly
$ereafter, in the City Manage.t Large Confef€nce Boom, &ty Hall, Cit, oi Miami Beach, Florida
1700 Convenlion Cenler Drive. 4fi FIoo( Miami Beaci, Horida 33i39, tor the purp{se 0I prsviding
a reasonable cpportunity for inleresled persons to expr€ss their vietys, botlr omlly and in wiiing
iwhich musl be received by the Aulirority belore lie hearing dale in an appropriately ma*ed envelcpe),
on the pmposed issuance by tfle fuidlodty 0f its Crty of tliami Eeach Heallh Facjlilies Auhffity Hospihl
Revenue and flelunding Bonds fiount Sinal l,ted,cal Center of Florida), in one or more series, in an
aogregate pnncipat amounl nol to exceed $200,000,000 (the'Bonds").
The proceeds 0l the Bonds will bs loaned to Mount Sinai Medical Center ot Rorid4 hc.
(thE 'Medcal Center"), a not-tor-prolil corporai0n organized under he laws ol lhE State ol Florida,
a,.rd will be used, together wilh other availabla monlas, if ary, to: ii) refund all or a porion ol
$e fien outstaMing $107,075,000 origrnal principal arnount Cily ol Miami Beach Healtir Facilites
tuthority Hosprtal Revenue Reilnding 8onds, Seoes 2004 (Mount Sinai Medlcal C€nter ot Ftorida)
(the 'Pnor Bonds"), (ii) pay {or reimburse) ttre cmt of the Proiect (as descnbed below}, (iir} tund a debt
seryrce reserue ior lire Bonds, if any, and (iv) pay certain expenses in connestion with fis is$ance oI
lhe Boflds and the rElunding of the Prior Eonds lo bc r€runded.
The Prior Bonds were issued lo refinance certain healli care facilities, induding iard, buildings.
lir fes, fumishings. equipment, leasehold interests and ofier tangible and intangiNe propedy, whkh are
owned by lhe Medical Center and are parl 0l tE Medical C€filels ,atilitjes lorated at 4300 Altm Road,
Miami B€ach, Flonda-
The koie{;t consists ol l,he undedallng oi addilio{ral Gpital imtroremenls owned 0r to be 0w[ad ry
fte Medical Cefller, incldiflg lhs consbucliofl 0, a ,}ew patient tower, the replacemefll 0l lhe emerg€ocy
deparment, he replacernent o[ the operatlng room sites and $e mqrisition, conslruclion, renovalion,
modmcation, modemizalion, eqripping, relocation and consolidatm of oiiler buildings, fixtufes,
iumishings, equipment, leasehold interests and othertangiue and ifltangible pmpenr, which are part oi
or will be part oi the Medcd Center's facililes i0cated at 4300 Ailon fload, Mrani Beach, Florida
Ihe Bonds and the interesl thereon shall nol €onstit!,le a debl, liati'iv or obligalio{ ol t}e Gi8 oF
Miami Beach, Florida,0r0f $e StateoiFlodda ff ol ary polrtical subdivision $ereol, but shallbe payable
solely lrom he sources dedged [r€rBlo., indudrng loan payments payable under a loan agrcement h be
Bnlel-€d inlo by and belE6en the Aulhonty and fie llredcal Cenler.
fuE0ant to Secti0n 286-0105, Fla Strt, tl€ Aufiofliy hereby advises tfie public hal if a person
dectdes to appeal any decision made by be Atnhority witt respect to any matter consid€red al ils
meelino Dr ils hearing, such person must ensJre that a vebatim rBcord ol lhe proceedngs is made,
which resord In6ludes lhe testimony and evidence upon which tle appeal is t0 be based.'lhis noiice
does noi constitute consent ry fie Authority lfi ihr inFoducliofl $ adni$sion 0, olherwlse lnadmisslble
or lnelevanl evidence, nor does it authorize challenges or appeals nol oth€Mise allovyed by law.
ln accordance wlft {rB Arnericafls wib 0isabililies Aci ol 1990, peBons fleeding special
accomm0dation to participate in this prDceeding. or to rsqle$ informaiion 0n access for persons wifi
disabililies. or to request this publication in accessit e format, orlo rRqjesl slgn hnguaqe intEryrelers,
should contact lie City oI Miami Beach Cily Oerkb 0mce al (305) 673-741 1, no later tlan foff {4} days
pnor to the proceeding. lf hearisg impaired, con{ml the City Clerlds olfice via lhe Floida Eelay Senice
numbers, (800) 955-8771 fl-lf) or (800) 955-8770 {VO|CE).
lhis notic8 ls publishsd pursuanl t0 tie requirBmeflls 0f SECt!ff 147(f) 0l he lntemal Bevenue Code
of 1986, as amended.
Apnl 27,2014
Ad 8BO
CITY OT MIIITII BEACH
HEALIH FACITITIES AIJTHOBITY
728
EXHIBIT II
BOND RESOLUTION
729
RESOLUTION
A RESOLUTION (i) ar-rthorizing the issuance of City of Miarni
Beach Health Facilities Authority Hospital Revenne and Refunding
Bonds, Series 2014 (lvlount Sinai Medical Center of FloLida) (the
"Bonds") of the City ollvliami Beach Health Facilities Authority (the
"Authority") in an aggregate principal amorlnt not to exceed
$200,000,000, for the purpose ofploviding fur.rds to be used, together
r.vith other available lnoneys, if any, to: (a) refund and defease all or a
portion of the cun'ently outstanding City of Miami Beach Health
Facilities Authority Hospital Revenue Refunding Bonds. Series 2004
(Mount Sinai Medical Center of Florida), (b) pay (or reimbr.u'se) the
cost of certain capital plojects, (c) fund a deposit to a debt service
reserve, if any, and (d) pay expenses in connection rvitli the issuance
of the Borlds and the refunding of the Refunded Bor.rds, to be issued
under the provisions ofa Tlust Indenture and a Loan Agreernent. and
to be further secured by a:r Amended and Restated Master TrtLst
Indenture, a Supplemental Master Trust lndenture for Obligation No.
10. an Obligation No. 10, a Fee and Leasehold N{ortgage,
Assignment and Sccurity Agrccmer.rt and an Amended and Restated
Guaranty and Security Agreenrent; (ii) providing that the Bonds shall
not constitute a debt, liability or obiigation of the City of Miami
Beach, Florida or of the State of Florida or of any political
subdivision thereof but slrall be payable solely from the soruces
provided tl.rerefor under the Trust Indentute; (iii) delegating to the
Chainnan, or in his absence, the Vice Chainnan. the fixing of the
terms of the Bonds and other details rvithin the parametcrs set forth
herein; (iv) autholizing the execntion and delivery by the Authority
of the TrLrst Indentr"rre ar.rd the Loan Agreement; (v) consenting to
amendments in the Amended and Restated Guaranty and Security
Agreement; (vi) autliorizing the execution and delivery by the
Authority of an Escrow Deposit Agreement, the redemption, as
applicable, of the Reflrnded Bonds and the purchase of Esclorv
Securitiesl (vii) authorizing the negotiated sale of the Bonds; (viii)
anthorizing the execution and delively by the Ar-rtholity of a Purchase
Contractl (ix) appoirrting a Bond Trustee and Bond Registrar under
the Trust Indenture; (x) approving the use of a Preliminary Official
Statement and an Official Statement; (xi) ar.rtliorizing the execr-rtion
and delivery of additional documents required; (xii) recomnrending
approval of the Bonds by the Mayor and City Comrnission of the
City of Miami Beach, Flolida; and (xiii) providing fol otller related
matters.
730
WHEREAS, the City of Miarni Beach Health Facilities Authority (the "Ar-rthority") has
been cleated 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 Ma1,or and City Commission (collectivety, the
"Commission") of the City of Miami Beach, Ftorida (the "City") under Section 4 of the Health
Act; and
WHEREAS, the Autholity is also a "local agency" as defined in Section 3 of the Florida
Industrial Development Finar.rcing Act, being Chapter 69-104, Laws of Florida, ar-rd Part II of
Chapter 159 of the Florida Statutes, as amended (the "lndustrial Act" and, together *'ith the
I'Iealtli Act, the "Act"); and
WFIEREAS, the Autholity is authorized pursnant to the Act to issue its bonds and its
lelunding bonds and to loan the ploceeds theleofto "health lacilities" (as defined in the Health
Act) located in the City to pay the cost of cerlain capital projects and to refr-urd revenne bonds
issued by the Ar.rthority for the benefit of health facilities; and
WHEREAS, Mount Sinai Medical Center ol Flolida, Inc., a Florida not-for-plofit
corporation (ttre "Medical Center") is requestir.rg the Authority to assist the Medical Center ir.r
providing funds to be used, togetl'rer with other available moneys, if any, to (i) refund and
defease all or a portion of the currentLy outstanding City ol Miami Beach Health Facilities
Autl.rority Hospital Revenne Refundiug Bonds, Series 2004 (Mount Sinai Medical Center of
Florida) (the "Series 2004 Bonds"; the Series 2004 Bonds or pol'tion thereof to be reflu.rded
hereinatter referred to as the "Refunded Bonds"), pleviousllr issued for the benefit of the Medical
Center. (ii) pay (or reirnburse) the cost of undertaking certain capital improvements owned or to
be or,vned by the Medical Centcr (the "Project"), (iii) fund a deposit to a debt service reserve, if
731
at1y, and (iv) pay experlses in connection with the issuance of the Bonds (hereinafter defined) and
the refturding and defeasance of the Refrurded Bonds, through the issuance by the Ar.rthority ol
not to exceed $200,000,000 principal amount of City of Miarni Beach Health Facilities Autl.rority
Hospital Revenue and Refundin-s Bonds, Series 2014 (Mount Sinai Medical Center of Florida)
(the "Bonds"); and
WHEREAS, the Bonds r.vill be issued under the provisions of a Trust Indentr.rre (the
"Tntst Indentttre") to be entered into betlveen the Authority and U.S. Bank National Association,
a nalional banking association, as truslee (the "Bond Trustee"), and the proceeds thereof rvill be
loaned to tl.re N4edical Centel and tl'reil 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 aud Restated
Nlaster Trr.rst h.rdenture (tire "Master Indentr.rre") with U,S. Bank National Association. a national
bar.rking association, successol master trustee (the "lr4aster Trustee"), under rvhich the Medical
Center and cerlain other afllliated entities which may be included therein in the future are jointly
and severally liable lor the payment of obligations outstanding thereunder; aud
WHEREAS, the Medical Cerrter intends to enter into a Second Amended and Restated
Master Trust Indenture with the Mastel Trustee which, r-rpon obtaining the required consents
under the Master Indenture. will amend and restate the Master Indeuture; and
WHEREAS, in conlection rvith the issuance of the Bonds by the Autholity and the loan
of the proceeds thereof to the Nledical Center, the Medical Center will enter into a Snpplemental
Master Trust Indenture for Obligation No. 10 rvith the Master Trustee, sr"rpplementing the Master
Indentnre, pursuant 1o rvhich Obligation No. 1 0 ("Obligation No. 10") will be issued securing the
4 2I62 9 1 /s/i,,flAtul t
732
obligation of the Medical Center to make payments under the Loan Agreernenl 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 Trr.rstee the payment of the principal
ol, redemption premium, if any, and interest on the Bonds, all as more specitically set lorth in an
Amended and Restated Guaranty and Security Agreement (the "Restated Guaranty Agreenient")
to be entered into betrveen the Four-rdation and the Bond TrtLstee. lvl-rich will amend and lestate
the Amended and Restated Guaranty and Security Agreernent dated as of September 1, 2012 (the
"2012 Restated Guaranty Agreen-rent") betrveen tl-re Foundation and the Bond Trustee; ar-rd
WIIERIAS, as security for Obligation No. 10 and any other obligations outstanding
under the Master hrdenture from time to time, but subject to release in accordance r.vith its terms,
the Medical Center has previously delivered to the Mastel Trustee, a Fee and Leasehold
Mortgage, Assignment and Security Agreement, as previor.rsly arxended, which will be modified
in connection witlr the issuance of Obligation No. 10; and
WHIIREAS, on this date, a pLlblic hear:ing was held in accordance with section 1a7(f of
the h.rternal Reveuue Code of 1986, as amended. ibr which there was reasonable public notice
pubtished on April 27,2014 in The lr4iarni Herald, fbl the puryose of giving all interested
persol'rs an opportunity to express their viervs on the proposed issuance of the Bonds; and
WIIEREAS, the Medical Center has advised the Authority that the Bonds rvill have an
Investment Grade Rating fiom Fitch and Moody's (as tl.rose tenrs are defined in the Authority's
Adrninistrative Procedures); and
42S6291,/3/MlAN,l
733
WHEREAS, the Autliority desires to authorize the issuance of tlie Bonds for the above
described pt]lposes and to recommend for apploval to the Commission the issuance of the
Bonds: and
WHEREAS, the Authority further desires to autholize the sale ol the Bonds through a
negotiated sale to Raymond James & Associates, Inc. and Wells Fargo Bank, National
Association, as underwriters (the "Undenvriters"). since tlie Medical Center had reque sted such
negotiated sale to the Under',witers and lbr the reasons hereinafter set lbrth.
NOW THEREFORE, Be It Resolved by the City of Miami Beach Health Facilities
Authority as follows:
Section l. Findinss. The Authority hereby fir,ds and determines that:
(1) The Medical Center is a "health facility" within the meaning of Section 154.205(8)
olthe Health Act and a "health care facilily" rvithin the meaning olsection I59.27(16) of the
industr ial Act.
(2) The Project collstitutes a "project", rvitl.rin the rneaning of Section 154.205(10) of
the l-lealth Acl and Section 159.27(5) of the Industlial Act, located in the Ciry.
(3) Prusuant to Sections 154.209(10), 159.219 and 154.235 of the Health Act and
Sections 159.23(7), 159.34 ancl 159.41 of tlie Industrial Act, the Authority is ailhorized ancl
empowered to issue the Bonds fbr the purposes described herein.
(.4) The issuance olthe Bonds by the Arithority for the prrposes described herein rvill
serve a valid public pulpose by advancing the commerce, wellare and prosperity of the City and
its people.
(5) The Authority and the City are each a "local agency" as dellned in Section
159.27(4) of the Industrial Act,
42S6291/3/MtAMI
734
(6) As required by Section 159.29(l) olthe Industrial Act, the Project is appropriate to
the needs and circumstances of, and shall make a significant contribution to the economic grouth
of, the local agency in rvhich it is located and shall serve a public purpose by adt ancing tl,e
public health ofthe State ofFlorida and its people.
(l) As required by Section 159.29(2) of the Industrial Act, the Medical Center is a
financially responsible corporation fr,rlly capable and willing to lulfill its obligatious under the
Loan Agreement. inclr.rding the obligation to rnake payments in the amounts and at the times
required to pay the principal of, prernir-un, if any, and interest on the Bonds and other paynents
reqr-rired under the Loan Agleement, to operate, repair and mainlain at its o$,n expense the
Project and to serve the purposes of the industrial Act and such othel lesponsib ilities as are
imposed under the Loan Agreemenl.
(8) As required by Section 159.29(3) of the Industrial Act, the City, as tl.re local
agency in u'hicl.r the Project will be located, will be able to cope satisfactorily with the impact of
the Project, and will be able to provide, or cause to be provided when needed. the public
facilities, including Lrtilities and public services. that rvill be necessary tbr the construction,
operation. repair and maintenance of the Project and on account olany increases in population or
other circumstances resulting therefi'om.
(9) As lequired by Section 159.29(4) of the Industrial Act, adeqnate plovision shall be
made in the Loan Agreement for the operation, repair and maintenance of the Project at the
expense of the Medical Center, and tbr tl'rc payment of the principal o[, premium, if any, and
interest on the Bonds.
4 2 962 9 1 /3/ [r iA t!,
735
(10) As required by Section 159.29(5) ofthe Industrial Act, the costs of the Project to
be paid from the proceeds of the Bonds shall be "costs" of a "project" rt'ithin the meaning of
Sections 159.27(2) and 159.27(5), r-espectively, of the Industrial Act,
(1 1) The Medical Center has adviscd the Authority that no certificates of need from tl.re
Florida Agency for Health Care Administration are required with respect to the Project.
(12) Review and comment from the Health Council of South Florida, Inc. (the "Health
Council") as to the issuance of the Bonds for the purpose of refuncling the Refunded Bonds was
requested and tlie I-Iealth Councit has advised that it has no material concerns witl.r respect
thereto.
(13) Pursnant to Section 218.385 of the Florida Statutes, as amended, the sale of the
Bonds to the Undenvriters on the basis of a negotiated sale rather tl.ran a pr-rblic sale by
cotlpetitive bld is in the best ir.rterest of the Ar.rthority and the Medical Center, and the Authority
hereby fi.u'ther finds and detennines that the following reasons necessitate such sale of the Bonds
to the Underwriters tlrrough a negotiated sale:
(a) Bonds issued by public bodies tbr the benefit ol not-for-profit hospitals
snch as the Medical Center ("healtir care bor.rds") genemlty involve specialized situations
and transactions which need detailed analysis, structuring and explanation throughout the
course of the issue by sophisticated financial advisors, investtuent bankers and similar
parlies, such as the Undenvriters, experienced in the structurir.rg of issues of health care
bonds ("health care investment bani<ers"), much of u,hich rvould not generally be
available orr a timely basis in the case of health care bonds issued pursttant to a public
competitive sale.
42S6291/3/lvllAMI
736
(b) Health care bond issues generally involve a rather detailed and often
complicated explanation to potential investors of the structure of tl-re issue, the nature of
the r-rnderlying obligor and the impact upon each of the foregoing of Federal and state
health care regulations, including Medicale and Medicaid practices and procedures, and
the assistance of a health car€ investment banker in pleparing necessary offering
documents and related inlormation is extren-rely desirable in ensr-rring fu1l and accurate
disclosure of all relevant inibrrnation.
(c) Fol the reasons described in (a) and (b) above and other related reasons,
most of the health care bonds heretofore issued throughout the tlnited States have
involved par'licipation thror"rghout the structurirrg and offering process of heahh care
investment bankels rvho have purchased or alranged for the purchase of the health care
bor-rds through a negotiated sale rather than through a pnblic 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 lor health care bonds snch as the Bonds is volatile,
making the presence of the Underr.vriters, rvho have participated and r.vill participate in
the strr"rcturing ol the Bond issue, desirable in atternpting to obtain the most attractive
financing for the Authority and the Medical Center.
Section 2. Authorization ol the Bonds. Tlrere is hereby authorized the issuance. under
and pursuant to the Tmst Indenture, of the Bonds, to be desigr.rated as "City of Miami Beach
Health Facilities Authority Hospital Revenue and Refr-urdir.rg Bonds, Series 2014 (Mount Sinai
Medical Center ol Florida)", in an agglegate principal amount not exceeding 5200,000,000, and
the loan of the ploceeds thereol to the Medical Center to (i) lefund and defease the Reflinded
4296291/3/MlAMt
737
Bonds, (ii) pay (or reimburse) the cost of the Project. (iii) fund a deposit to a debt service
reserve, if any, as shall be determined by the Ir4edical Center, and (iv) pay expcnses in
comection with the issuance of the Bonds and the refunding and defeasance of the Refunded
Bonds.
The principal of, premiun, if any, and interest on tl.re Bor:ds shall not be deemed to
constitute a debt, liability or obligation of the City or of the State of Florida or of any political
sr-rbdivision thereof, but sl-rall be payable solely fronr the sources pledged therefor under the Tnrst
Indenture and neither the faith and credit nor any taxing porver of the City or of the State of
Florida or of any political snbdivision thereof is pledged to the payment ol the principal of,
premirnn, if any, or interest on the Bonds.
Section 3. Tenls of the Bonds. The Bonds shall be payable as to principal and interest
in lalvtirl money of the United States of Arnerica in accordance rvith the provisions of the Trust
Indenture, and shall be issued or.rly as fr.rlly registered bonds withorrt coupons in denominations
ot'$5.000 and integral nrultiples tlrereol. The Bonds shall be initialty issued in book-entry-onty
fbrm through The Depository Trust Company, New York, New York ("DTC") and shall be
registered in tlre name of Cede & Co. The Chainnan of the Authority or, in his absence, the Vice
Chairman of the Authority is hereby ar-rthorized on behalf of the Ar-rthority to approve, subject to
the Iirnitations contained herein, the final terms of tl, e Bonds, lvl, ich approval lvill be evidenced
by the execution of the Purchase Contract (hereinafter defined) on behalf of the Authority as
provided herein.
The aggregate principal amount of the Bonds shall r-rot exceed $200,000,000; the interest
rates on the Bonds shall r.rot exceed 6.00% per allnum; the terrn 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
4296291i3/MlAMl
738
and mandatory redemptions and purchase as shall be provided in the Trust Indenture. The Bonds
shall be initially dated such date as shall bc approved by tl.re Chairman, or in his absence, the
Vice Chairman, and shal1 be executed on behalf of the Autholity rvith the official rnanual or
facsirnile signature of its Cl.rainnan or, in l.ris absence, its Vice Chairman and attested with the
official manual or facsimiie signature of a Designated Member (hereinafter defined).
Section 4. Designation of Attesting Members. The nrembers of the Authority, other
than the Chaimran or Vice Chainnan to the extent the Chairman ol Vice Chairman execute the
clocuments described herein. (individually a "Designated Member"), are each heleby designated
and authorized on behalf of the Ar.rthority to attest to the seal of the Authority and to the
signature of tl.re Chairman or Vice Chairman of the Authority as they appear on the Bonds, t1.re
Trust Indenture, the Loan Agreement, the Escrow Deposit Agreemeirt (l.rereinafter defined) and
any other documents lvhich may be necessary or helptirl in connection with the issuance and
delivery of the Bonds, the application of the proceeds thereof and the refunding of the Rel-unded
Bonds.
Section 5. Authorization of Execution and Deliver), of Trr-rst Indenture. The Autholity
does hereby authorize and approve the execution by the Chainlan or Vice Chairman and a
Designated N{ember of the Authority and the delivery of the Tnrst Indenture, The Trust
Indenture shall be in sr.rbstantially the fbrm thereof attached hereto and marked Exhibit A and
hereby approved, witl.r such changes therein as shall be approved by the Cl.rairman or Vice
Cl-rairman executing the same, with sucli execution to collstitute conclusive evidence of such
officer's approval ar.rd tl.re Ar.rtholity's approval of any changes therein frorn the fonn of Trust
Indenture attached hereto.
10
739
Section 6. Authorization of Execulion and Delivery of Loan Agreernent. The
Authority does hereby authorize and approve the execution by the Chairman or Vice Chairnran
and a Designated lvlember ol the Authority and the delivery of the Loan Agreement. The Loan
Agreement sliall be in substantially the form thereof attached hereto and marked Exhibit B and
hereby approved, i.vi th such changes therein as shall be approved by the Chairrnan or Vice
Chairman executing the same, with such execution to constitute conclusive evidence of such
officer's approval ar.rd the Authority's approval ol any cl.ranges therein frorr tl're form of Loan
Agreement attached hereto.
Section 7. Consent to Amendrnents in Restated Guarant)i Agleement. The Authority
does hereby consent to the amendments to be cor-rtained in the Restated Guaranty Agreement in
older to (i) extend the guarantee thereunder to the payrnent of amotmts due under the Loan
Agreement. and (ii) delete the conditiou that the Authority provide prior wlitten consent to
certain amendrnents as contained in Section 4.1 of the 2012 Restated Guaranty Agreernent.
Section 8. Refr-rndine and Rederrption of Refunded Bonds: Escrow Deposit
Aqreement. Ttre Medical Centel shail determine the Series 2004 Bonds .,vhich shall constitute
tl.re Refunded Bonds. Tl.re Rel'Lrnded Bonds shall be called for redemption prior to rnaturity as
shall be provided in tl.re E,scrorv Deposit Agreement.
The Authority does hereby authorize and approve the execution by the Chairman or Vice
Chairn,an and a Designated Member of tl.re Authority and the delivery of an Escrovv' Deposit
Agreernent with respect to the Refunded Bonds (the "Escrow Deposit Agleement") to be entered
into among the Authority, the Medical Center and the trlrstee l'or the Refunded Bonds (the
"Refunded Bonds Trustee"). The Escrow Deposit Agreement shall be in substantially the foLrn
thereofaltached heleto and marked Exhibit C and hereby approved, with such changes therein as
11
4296291/3/MtAN'll
740
shall be approved by tlie Chailman ol Vice Chairman executing the same, with sr.rch execntion to
constitute conclnsive evidence of such officer's approval and the Authority's approval of any
changes therein from the form ofthe Escrow Deposit Agleernent attached hereto.
There is also hereby ar,rthorized the purchase of Escrow Securities (as shall be defined in
the Esclow Deposit Agreernent) as shall be provided in the Escrow Deposit AgreemeL.rt and the
Chairman or Vice Cl.railman and the Refunded Bonds Trustee are hereby authorized to execute
and/or file any necessary direction lettels and subscription foms for the purchase of such Escrolv
Secru'ities.
Section 9. Applicatior.r of Bond Proceeds. The proceeds of the Bor.rds slrall be applied.
together with cerlain other available moneys, if any, as provided in the Trust Indentr-rre, tl.re Loan
Agreement and the Escrow Deposit Agreenrent.
Section 10. Authorization of Negotiated Sale. Pursuant to the findings in Section I
hereof, the Autl.rority does hereby authorize and applove the sale of the Bonds to tlre
Underwiters thror.rgh a negotialed sale rather than a public sale by competitive bid.
Section 11. Authorization of Execution and Delivery of Pulchase Contract. The sale of
the Bonds in an aggregate principal amour.lt not to exceed $200,000.000 to the Underwriters, at
an aggregate purchase price reflccting an underwriters' discorurt not to exceed 0.95% of the
aggl'egate principal amount of the Bonds, in accordance with a Purchase Conlract (the "Pulchase
Cor.rtract") to be entered into among the Atrthority. the Medical Center and the Underr.vriters, is
hereby in all respects antholized and approved and there shall be executed on behalf of the
AtLthority in fr.Lrtherance thereof the Purchase Contract. The Autholity does hereby authorize and
appl'ove the execution and delivery of the Put'chase Contract on behalf of the Autl.rority by its
Chairnran or Vice Cliainnan and such Ptuchase Contlact shall be in substantially the form
4296291/3/MIAM'
12
741
thereol'attached hereto and marked Exhibit D, and hereby approved, with such changes as shall
be necessary and appropriate to reflect the flnal terms of the sale of the Bonds b-v the Authority
and such further changes thelein as shall be approved by the Chainnan or Vice Chairman
executing the same, r.vith such execution to constitute conclusive evidence of the award of the
Bonds to the Underwriters and of such officer's approval and the Authority's approval of any
changes tl.rerein fi'om the form of Purchase Contract attached hereto; provided that the Purchase
Contract shall comply with the provisions of this reso|.rtion and that the final tern.rs of the Bonds
contained in the Purchase Contract shall be lvithin tl.re parameters established in this resolution.
Prior to the execution of the Purchase Contract by the Authority, the Alrthority must be presentcd
with a disclosure statement plepared by the Underwriters in compliance w'ith Section 218.385,
Florida Statr.rtes, lvhich disclosure statement shall be filed in the records of the Ar.rthority.
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 l'rust lndenture.
Section 13. Approval olPreliminarv Official Statement. Tbe Autholity heleby appro\.es
the ttse and distribution of the Preliminary Official Statement relating to the Bonds (thc
"Preliminary Ofl'rcial Statement") by the Uuderwriters in connection rvith the offer and sale of
the Bonds. in substantially the form attached hereto arrd marked Exhibit E, u,ith sr.rch changes as
shall be necessary and appropriale to leflect the expected terms of the Bonds and to ensure
acctrate disclosr.re of all lelevant information; provided. however, that except as specifically set
forth in the Preliminary Oflicial Statement, the Ar.rthority makes no representations ',vith respect
to the inlbrmation contained in the Preliminary Of-ficial Statement.
13
742
Section 14. Approval ol Ofilcial Statement. The Ar"rthority hereby approves the nse and
distribution of the Official Statement relating to tl.re Bonds (the "Official Statement") by tlie
Underw'riters in connection with the offer and sale of the Bonds in substantially the fona of the
Prelirninary Official Statement attached hereto and rnalked Exhibit E, with such changes as sl.rall
be necessary and applopriate to reflect the final tern:s of the Bonds and to ensure acclrate
disclosr-rre of all relevant infonnation; provided, however, that except as specifically set forth in
the Official Statement, tl.re Ar-rthority makes no representations with respect to the information
contained in flre Official Statement.
Section 15. Deliverv of the Bonds. Upon the execution of the Bonds in accordance with
the provisions of the Trust Indenture, tbe Chainnan or the Vice Cl.rairman shall deposit the same
rvith the Bond Registrar for authentication and delivery upon the order ofthe pnrchasers thereof.
The Bond Registrar is hereby requested to atrthenticate and deliver the Bonds iu accordance '.vith
the Trust IndentLrre.
Section 16. Authorization of Execilion ar.rd Delivery of Cerlain Additior,al Documents.
The Authority does hereby authorize the subseqnent execution ar.rd delivery of such additional
doclulents as lnay be recluired in connection with the issuance and saie of the Bonds, the
application of the proceeds tl.releof and the refturding of the Refi.u.rded Bonds, in such tblm or
forms and rvith sr.rcl.r party or parties as shall be approved by the Chairman or Vice Chairman,
including, without limitation, the Endorsement and Assignment of Obligation No. 10 to the Bond
Trustee, a Tax Certificate and Agreement to be entered into among the Authority, the Medical
Center and the Bond Trustcc and, ifnecessary, a letter of representations fi'om the Authority to
DTC.
14
743
Sectior 17. Authorization and Ratification of Acts. T1're members, ofhcels, agents and
employees of the Ar.rtl.rority are hereby authorized and directed to do all such acts and things and
to execute all such documents. including, rvithout lin'ritation, the execution and delivery of any
closing documents. as lnay be necessary to carry out and comply rvith the provisions of this
resolution, the documents attached hereto as Exhibits A tlrough E, respectively, and any
documents executed and delivered pursuant to Section 16 hereof, and all of tl.re acts and doings
of such members, officers, agents and employees of the Authority which are in conformity w'ith
the intent and puposes of this resolution, whether heretofore or hereafter taken or done. shall be
and are hereby ratified, confinned and approved.
Section 18. Recommendation to the Citv of Mian.ri Beach, Florida. A pLrblic hearing
having been conducted on this date pursuant to the provisions of Section 1a7(f of the Internal
Revenue Code ol 1986, as amended, for the pulpose of giving all interested persons an
opportunity to expr€ss theil viervs on the proposed issuance of the Bonds, for vv.hich healing
reasonable public notice was given, the Aulhority hereby lecommends that the Commission
approvc the issuance of rhe Bonds.
Section 19, Severabilitv. If any section, paragraph, clause or provision of this resolution
shall be held to be invalid or ineifective for any reason- the remainder of this resolution sl.rall
continr"re in lull force and effect, it being expressly hereby fourrd and declared that the remainder
of this resolution woLrld have been adopted despite the invalidity ol ineffectiveness of such
section, paragraph, clause or provision.
4296291/3/MtAMt
15
744
Section 20. Effective Date. This resohrtion shall take eftbct ir-nntediately r-rpon its
adoption, ar.rd any provisions of any previous resolutions in conflict with the provisions hereir.r
are hereby superseded.
Adopted this 15tr'clay of May,2014.
(sEAL)
42962S1/3i lVIAtMi
16
745
STATEOFILORIDA )
) SS:
COLINTY OF MIAMI-DADE)
We, the r"rndersigned, do hereby certify that we are duly qualified and acting lVlembers of
the City of Miarni Beach Health Facilities Authority (the "Autholity").
We further certify that lve wele present at the meeting of the Authority treld on May 15,
2014 and according to the official records of the Ar"rthority in our possession the above and
foregoing constitutes a true and colrect copy of a resolution adopted at said meeting of the
Alrthor..ity.
We furll-rer certify that at such meeting said lesolution, pursuant lo motion made by Mark
Sinnreich and seconded by Sidney Goldin, was adopted by the lollowing vote:
Aye: Sidney Goldin
Robert Flertzberg
Mark Sinnreich
Arthul Unger
Nay: None
Present but not voting (per F.S. Section 15a.207(9)): Marc Urnlas
We further certify that plovision has been made for the preservation and ir-rdexing of said
resolution, whicl'r is open for inspection by the public at all reasonable tir.nes at the office of the
Chief Financial Officer of the City ol Miami Beach, Florida, in the City of Miami Beach,
FloLida.
4296291/3/MlAMl
t7
746
IN WITNESS WHEREOF, we have hererulto set our hands and affixed the official seal
olthe Autholity this 15rl'day of May, 2014.
Mern ber
lsEAL]
SUBSCRIBED AND SWORN
aforesaid, tl.ris 15tl'day of May,2014.
My Commission expiresJr.-.Q +>, zo / 7
fNotarial Seall
to before me, a Notary Public in the State and Cor.urty
18
- urttisl 00t0RES ptwDEn
f,::liqol, . srare o, Fto,id.uv iorm. rrpi", jurJj.'ioii
*::T3l:.::l s FF. 00?256
747
EXHIBITS A THROUGH E ON FILE WITH THE AUTHORITY
748
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749