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2000-23961 RESO RESOLUTION NO. 2000-23961 RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $120,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000A (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), AND NOT TO EXCEED $90,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEAL TH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, TAXABLE SERIES 2000B (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(t) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") was created by Ordinance No. 90-2701 adopted on July 25, 1990 (the "Ordinance") by the Mayor and City Commission of the City of Miami Beach, Florida (collectively, the "Commission") pursuant to the Florida Health Facilities Authorities Law, Chapter 154, Part III, Florida Statutes, as amended (the "Act"); and WHEREAS, the Ordinance was amended by Ordinance No. 91-2738 adopted on April 10, 1991 by the Commission, Ordinance No. 92-2776 adopted on March 4, 1992 by the Commission and Ordinance No. 97-3086 adopted on July 2, 1997 by the Commission and taking effect on January 1, 1998; and WHEREAS, on June 6, 2000, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Authority held a public hearing, for which there was reasonable public notice published on May 22, 2000 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 Miami; 23~; Document if: 4893v2 interested persons an opportunity to express their views, either orally or in writing, or both, in connection with the Authority's proposed issuance of its not to exceed $120,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the "Series 2000A Bonds") for the purposes hereinafter described; and WHEREAS, on June 6, 2000, 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, the Florida Industrial Development Financing Act, Chapter 159, Part II, Florida Statutes, as amended, and, with respect to the Series 2000B Bonds (hereinafter defined), the Taxable Bond Act of 1987, Chapter 159, Part VII, Florida Statutes, as amended, the issuance of (i) the Series 2000A 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) pay (or reimburse) the cost of certain capital projects more particularly described in the Bond Resolution (the "Project"), (b) if desirable, fund a deposit to a debt service reserve and (c) pay certain expenses in connection with the issuance of the Series 2000A Bonds and (ii) its not to exceed $90,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project) (the "Series 2000B Bonds" and together with the Series 2000A Bonds, the "Bonds"), the proceeds of which will be loaned to the Medical Center and used, together with any other available moneys, if any, to (a) refund and defease all of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 1992 (Mount Sinai Medical Center Project), issued for the benefit of the Medical Center, (b) if necessary, pay (or 2 Miami; 23090-00004; Document 1;: 4893v2 reimburse) the cost of a portion of the Project, (c) if desirable, fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 2000B Bonds; and WHEREAS, the Ordinance, as amended, requires the approval by the Commission of sales of bond issues of the Authority and Section 147(f) of the Code requires the approval by the Commission of the issuance of the Series 2000A 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: Section 1. The Bond Resolution adopted by the Authority on June 6, 2000 and the issuance and sale of the Bonds pursuant thereto are hereby in all respects approved, including approval of the issuance of the Series 2000A Bonds in a principal amount not to exceed $120,000,000 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. 3 Miami; 23090-00004; Document II: 4893v2 Section 3. This resolution shall take effect immediately upon its adoption. ADOPTED this 7th day of June ,2000. (SEAL) ~M Mayor Attest: aOkL{cj e ('{'{.l0-{~- City Clerk APPROVED AS TO FORM & LANGUAGE & FOA EXECUTION Resolution No. 2000-23961 II (jff4t:- h/I/ nil C Attorney ~ 4 Miami; 23090-00004; Documezu It: 4893v2 EXHIBIT I NOTICE OF PUBLIC HEARING Mjami; 23090-0()()04; Document #I: 4893v2 Iht _iami 1Htrat~ www.herald.com www.elherald.com PUBLISHED DAILY MIAMI-DADE-FLORIDA STATE OF FLORIDA COUNTY OF DADE Before the undersigned authority personally appeared: JEANNETTE MARTINEZ who on oath says that he/she is CUSTODIAN OF RECORDS of The Miami Herald, a daily newspaper published at Miami in Dade County, Florida; that the attached copy of advertisement was published in said newspaper in the issues of: MAY 22, 2000 Affiant further says that the said The Miami Herald is a newspaper published at Miami, in the said Dade County, Florida and that the said newspaper has heretofore been continuously published in said Dade County, Florida each day and has been entered as second class mail matter at the post office in Miami, in said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said apers(s). day of MAY ,2000 My Commission Expires: _May 12,2002 ~ Silvia Acosta ..--. ~~d~-4 OFFICIAL NOTARY SEAL SILVIA ACOSTA NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC742048 ~~ a:>M.MISSION EXP. MAY 12.2002 , ltU8LIO__ca :, ..:~~= Ell'A~ -, THI! pflOP081!D , .88UANCI! 8Y THI! CITY 0.. MIAMI 8eACH HeALTH "ACILITI1!8 ~'g~~ ~6.WIT~<<t RiveNue 80ND8, 81!Rle8 2OCIOA ME~~~'tNJI!Wr:~ 01' FLORIDA PRO.JeCT) " .,; Notice Is hereby given "lI'Iat a ,fUbIlC her.rln~ will .. 'p~h~~ B~~~~eHC;~~ F';;lIlt1es Authority (th. , '~Authorlty") on June 8, ..~~o~ ~~:n~~Ir:.~ortrr.; thereafter. In the City ('Manager's Large '~~~er~"f. RgfomMI~~ Beach. ~Iorlda. 1700 Convention ,Center. ~~h. ~'~rl~:~~1 M,I,at'::: -lPW purpose of providing a re_onable opportunity -fof' Inter..ted persons to expr... their view. both o..1'~h ~~~t ~~ r~~\~~ ~ th. Authorltr. belor. - a:'r~~~[~.~y da .m~r;.k~ e~~e~.::J or~ 'byJ ~p Author!:lY of Ita C1tlt! Miami' B.ach Health IIIt1.s Authorlt1f Hospital Reve...... Botods. 8_I.s 2000A (Mount SInai Medical Center 01 Florida Project). In an, aggregate principal amount of not to exceed =.1-20.000.000 (the "Bonds"). The proceeds of the ~d. will be loaned to Mount Sin.. Medical -<<!*nter of Florida, Inc. ::~~;~~~6~ Cent.r"). a oorpora~on organized ( l~n(:I.r the lawe of the ~ blate of Florida, and will _-o:'.~8::all~gp"e:"~lew,.~tn ~;.t;~:r~rar~' cost of tM Project (a. d.scrlbed _=~IJ~IUr~er.st lor ~:~~~~e~~d 1~1) pay connection Wlt~h. "tauance of the Bonde. . The Project conslat. 01 (I) the acquisition by the Medical Center of certain of the 8sset. of Miami Beach Healthcar. Group. Ltd.. a Florida UmJted partnership. 'f.t~-.Cf;~~trn~.~~munlty K.enrUCkY corporation. and Columbla/HCA "_Ithcar. .Corporatlon. ~'~~'rnWt~t: b~c:.'i~~~:tk~~ operation 01 the lacllltlea co'",monly known .. tl\e: Miami H_rt Institute, InCluding land. bulldlnga, ! tlX'tUr_.. furnl.hln_ ~~~:r;:n~.~~;:>>1d . ,t,:-r,~~. ~':.t~t:ri~~1 .,.t"'ldlan Avenue, Miami , Bosch. Florida. 1660 Meridian Avenue, Miami Beach. Florida. and 250 ,&!d Street. Miami L, ch. Florida ~, =meetlveIY, the "Miami ::~1s~~I~~'Jy ~~~he Cedlcal Center of a ~~~~ ~~ ~:olf~erldlan Avenue, Miami Beach. --'Florlda. which 18 subject to a ground lease, and :9..:~-:'ptt~ertaklng of ~rovem.nts owned or (\ ~~'c~'fg~t~~,th. ~ .~~~~~~~. ~;~~~~\I{:,r;.'. modtflcatlon. ~ ...modernlzatlon, (_location and 'g~~f~ld:t:~~u~~s. turnlsh~ng.l equlpm.n" I.....hold nterests ana other tangible and _ tntangible property. such 88 medical devices. ~attent care systems. :t~~c~b~::'I~l:~~. and located or to be located at 4300 Aiton Road. 4 Miami Beach. Florida.' 400 Arthur Godfrey ~~~. _~!ta!!:l.h_ B~~c~i Contlnued on the ,..,d Column H6.Srt tin... The Bond. and the Intereel thereon ahall not constitute a _. liability ~~ ~?~~. tP~r~~ or 01 _ Stat. 01 Florida or of any political subdivision thereof, but shall b. payable solely from the revenues and loan payments payable ~6'g:r e~t~~:~ 1~~6~;naennJ between the Authority and the Medical Center. NO STENOGRAPHIC RECORD BY A CERTIFIED COURT REPORTER WILL BE MADE OF THE FOREGOING MEETING. ACCORDINGLY, ANY PERSON WHO MAY SEEK TO APPEAL ANY" DECISION INVOLVING THE MATTERS NOTICED HEREIN WILL BE RESPONSIBLE FOR MAKING A VERBATIM RECORD OF THE TESTIMONY AND EVIDENCE AT SAID MEETING UPON WHICH ANY APPEAL IS TO BE i BASED, IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT ~~EDI~~OSPE~r':LSONS ACCOMMODATION TO PARTICIPATE IN THIS HEARING SHOULD CONTACT THE CITY OF MIAMI BEACH CITY CLERK'S OFFICE NO 5~~~R :~~~ F~URT~4J HEARING, TELEPHONE \?ggI3nrJ~~~ I~OR HEARING IMPAIRED, TELEPHONE THE FLORIDA RELAY SERVICE NUMBERS, \~001 955-8771 (TOO) or F"8~ A~~t{l'~C~OICE) This notice is published pursuant to the requirements of Section 147(1) 01 the Internal Revenue Code of 1986. as amended. May 22. 2000 I CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY EXHIBIT II BOND RESOLUTION Miami; 23090..()()()()4; Document II: 4893v2 Miami Beach, Florida June 6, 2000 The City of Miami Beach Health Facilities Authority (the "Authority") met in public session in the City Manager's Large Conference Room, 4th Floor, City of Miami Beach City Hall, in the City of Miami Beach, Florida, at 11 :00 a.m. on June 6, 2000. Upon call of the roll, the following were found to be present: Absent: It was announced by the Chairman that the purpose of the meeting included the adoption of a resolution authorizing the issuance of (i) City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project), of the Authority in an aggregate principal amount not to exceed $120,000,000 and (ii) City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project), of the Authority in an aggregate principal amount not to exceed $90,000,000. Thereupon the following resolution was introduced in written form by the Chairman, the title thereof was read in full, and pursuant to motion made by and seconded by , adopted by the following vote: Aye: Nay: Miami: 2:i()9(I"()()()()~: Do~ument II: ~8l}1h'.1 The resolution was thereupon declared and adopted, signed by the Chairman and attested by . The resolution reads in full as follows: A RESOLUTION (i) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the "Series 2000A Bonds") of the City of Miami Beach Health Facilities Authority (the "Authority") in an aggregate principal amount not to exceed $120,000,000, for the purpose of providing funds to be used, together with other available moneys, if any, to: (a) pay (or reimburse) the cost of certain capital projects (collectively, the "Project"), (b) if desirable, fund a deposit to a debt service reserve and (c) pay certain expenses in connection with the issuance of the Series 2000A 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.3, an Obligation No.3, a Fee and Leasehold Mortgage, Assignment and Security Agreement and an Amended and Restated Guaranty and Security Agreement; (ii) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project) (the "Series 2000B Bonds" and, together with the Series 2000A Bonds, the "Bonds") of the Authority in an aggregate principal amount not to exceed $90,000,000, for the purpose of providing funds to be used, together with other available moneys, if any, to: (a) refund and defease all of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 1992 (Mount Sinai Medical Center Project), issued for the benefit of the Medical Center, (b) if necessary, pay (or reimburse) the cost of a portion of the Project, (c) if desirable, fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 2000B Bonds, to be issued under the provisions of the Trust Indenture and the Loan Agreement, and to be further secured by the Amended and Restated Master Trust Indenture, a Supplemental Master Trust Indenture for Obligation No.4, an Obligation No.4, the Fee and Leasehold Mortgage, Assignment and Security Agreement and the Amended and Restated Guaranty and Security Agreement; (iii) 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; (iv) 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; (v) authorizing the execution 2 Miami; 23090-(l()(,1(M; Documeot II: 4898v3 and delivery by the Authority of the Trust Indenture and the Loan Agreement; (vi) approving the forms of Supplemental Master Trust Indenture for Obligation No.3, Supplemental Master Trust Indenture for Obligation No.4, Obligation No.3, Obligation No.4, Fee and Leasehold Mortgage, Assignment and Security Agreement and Amended and Restated Guaranty and Security Agreement; (vii) authorizing the execution and delivery by the Authority of an Escrow Deposit Agreement; (viii) authorizing the sale of the Bonds through a negotiated private placement and the execution and delivery by the Authority of a Bond Placement and Purchase Agreement; (ix) appointing a Bond Trustee and Bond Registrar under the Trust Indenture; (x) approving the use of a Private Placement Memorandum and authorizing the execution and delivery of the Private Placement Memorandum; (xi) authorizing the execution and delivery of additional documents required in connection with the Bonds; (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. WHEREAS, the City of Miami Beach Health Facilities Authority (the "Authority") has been created pursuant to Chapter 74-323, Laws of Florida, being Part III of Chapter 154 of the Florida Statutes, as amended, known as the Health Facilities Authorities Law (the "Health Act"), 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 WHEREAS, the Authority is authorized pursuant to the Health Act, the Industrial Act and, with respect to bonds the interest on which is intended on their date of issuance to be includable in gross income for federal income tax purposes, the Taxable Bond Act of 1987, being Chapter 87-237, Laws of Florida, and Part VII of Chapter 159 of the Florida Statutes, as amended (together with the Health Act and the Industrial Act, the "Act"), to issue its bonds and 3 Miami; 2309()...()()0()4; Document #: 4898v3 its refunding bonds and to loan the proceeds thereof to "health facilities" as defined in the Health Act located in the City, to pay the cost of certain capital projects and to refund revenue bonds issued by the Authority for the benefit of health facilities, respectively; and WHEREAS, 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) pay (or reimburse) the cost of (a) the acquisition by the Medical Center of certain of the assets of Miami Beach Healthcare Group, Ltd., a Florida limited partnership, Tri-County Community Hospital, Inc., a Kentucky corporation, and Columbia/HCA Healthcare Corporation, a Delaware corporation, used in the business and operation of the facilities commonly known as the Miami Heart Institute, (b) the acquisition by the Medical Center of land which is subject to a ground lease, and (c) the undertaking of certain other capital improvements owned or to be owned by the Medical Center, all to the extent and as more particularly described in the Loan Agreement (hereinafter defined) (collectively, the "Project"), (ii) if desirable, fund a deposit to a debt service reserve and (iii) pay certain expenses in connection with the issuance of the Series 2000A Bonds (hereinafter defined), through the issuance by the Authority of not to exceed $120,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the "Series 2000A Bonds"); and WHEREAS, the Medical Center is also requesting the Authority to assist the Medical Center in providing funds to be used, together with other available moneys, if any, to (i) refund and defease all of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 1992 (Mount Sinai Medical Center Project) (the "Prior Bonds"), issued for the benefit of the Medical Center, (ii) if necessary, pay (or reimburse) 4 Miami; 2J09()...()()(l(); Donmeot *: 4898vJ the cost of a portion of the Project, (iii) if desirable, fund a deposit to a debt service reserve and (iv) pay certain expenses in connection with the issuance of the Series 2000B Bonds (as hereinafter defined), through the issuance by the Authority of not to exceed $90,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project) (the "Series 2000B Bonds" and together with the Series 2000A Bonds, the "Bonds"); and WHEREAS, the Bonds will be issued under the provisions of a Trust Indenture (the "Trust Indenture") to be entered into between the Authority and SunTrust Bank, a Georgia banking corporation, 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 SunTrust Bank, Central Florida, National Association, now SunTrust Bank, a Georgia banking corporation, successor by merger, as 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, the form of which Master Indenture was previously approved by the Authority in connection with the issuance by the Authority of its $98,200,000 principal amount City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 1998 (Mount Sinai Medical Center of Florida Project); and WHEREAS, in connection with the issuance of the Series 2000A 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. 3 ("Supplemental Indenture No.4") 5 Miami; 23()9()..()()()04; DocumCDt II: 4898v3 with the Master Trustee, supplementing and amending the Master Indenture, pursuant to which Obligation No. 3 ("Obligation No.3") will be issued securing the obligation of the Medical Center to make payments under the Loan Agreement in respect of the Series 2000A Bonds; and WHEREAS, in connection with the issuance of the Series 2000B 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.4 ("Supplemental Indenture No.5") with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No. 4 ("Obligation No.4") will be issued securing the obligation of the Medical Center to make payments under the Loan Agreement in respect of the Series 2000B Bonds; and WHEREAS, Mount Sinai Medical Center Foundation, Inc., a Florida not-for-profit corporation (the "Guarantor"), will guarantee to the Bond Trustee the payment of the principal of, redemption premium, if any, and interest on the Bonds, all as more specifically set forth in an Amended and Restated Guaranty and Security Agreement (the "Restated Guaranty Agreement") to be entered into between the Guarantor and the Bond Trustee; and WHEREAS, as security for Obligation No.3, Obligation No.4 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 will deliver to the Master Trustee, a Fee and Leasehold Mortgage, Assignment and Security Agreement (the "Mortgage" and, together with the Master Indenture, Supplemental Indenture No.4, Supplemental Indenture No.5, Obligation No.3, Obligation No.4 and the Restated Guaranty Agreement, the "Security Documents"); and WHEREAS, on this date, the Authority held a public hearing in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended, for which there was reasonable public notice published on May 22, 2000 in The Miami Herald, for the purpose of giving all interested 6 Miami; 2)()9()..()()()(); Document ,,: 4898v3 persons an opportunity to express their views, either orally or in writing, or both, on the proposed issuance of the Series 2000A Bonds; and WHEREAS, the Authority desires to authorize the issuance of the Bonds for the above described purposes and to recommend for approval to the Commission the issuance of the Bonds; and WHEREAS, the Authority further desires to authorize the sale of the Bonds through a negotiated private placement by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as placement agent (the "Placement Agent"), since the Medical Center has requested such negotiated private placement and since it appears to the Authority, for the reasons hereinafter set forth, that a negotiated private placement of the Bonds rather than a public sale by competitive bid, is in the best interests of the Authority and the Medical Center. NOW THEREFORE, Be It Resolved by the City of Miami Beach Health Facilities Authority as follows: 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) The Project constitutes a "project", within the meaning of Section 154.205(10) of the Health Act and Section 159.27(5) of the Industrial Act, located in the City. (3) Pursuant to Sections 154.209(10), 154.209(13), 154.219 and 154.235 of the Health Act and Sections 159.28(7), 159.34 and 159.41 of the Industrial Act, the Authority is authorized and empowered to issue the Bonds for the purposes described herein. 7 Miami; 2309().()()()()4; Documeul *: 4898vJ (4) The issuance of the Bonds by the Authority for the purposes described herein will serve a valid public purpose by advancing the commerce, welfare and prosperity of the City and its people. (5) The Authority and the City are each a "local agency" as defined In Section 159.27(4) of the Industrial Act. (6) As required by Section 159.29(1) of the Industrial Act, the Project is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of, the local agency in which it is located and shall serve a public purpose by advancing the public health of the State of Florida and its people. (7) As required by Section 159.29(2) of the Industrial Act, the Authority has determined that the Medical Center is a financially responsible corporation fully capable and willing to fulfill its obligations under the Loan Agreement, including the obligation to make payments in the amounts and at the times required to pay the principal of, premium, if any, and interest on the Bonds and other payments required under the Loan Agreement, to operate, repair and maintain at its own expense the Project and to serve the purposes of the Industrial Act and such other responsibilities as are imposed under the Loan Agreement. (8) As required by Section 159.29(3) of the Industrial Act, the City, as the local agency in which the Project will be located, will be able to cope satisfactorily with the impact of the Project, and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance of the Project and on account of any increases in population or other circumstances resulting therefrom. 8 Miami; 2J~; DocumCDI II: 4898v3 (9) As required by Section 159.29(4) of the Industrial Act, adequate provision shall be made in the Loan Agreement for the operation, repair and maintenance of the Project at the expense of the Medical Center, and for the payment of the principal of, premium, if any, and interest on the Bonds. (10) As required by Section 159.29(5) of the Industrial Act, the costs of the Project to be paid from the proceeds of the Bonds shall be "costs" of a "project" within the meaning of Sections 159.27(2) and 159.27(5), respectively, of the Industrial Act. (11) The Medical Center has advised the Authority that no certificates of need from the 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 Series 2000B Bonds was requested and the Health Council has advised that it has no material concerns with respect thereto. (13) Pursuant to Section 218.385 of the Florida Statutes, as amended, the sale of the Bonds through a negotiated private placement by the Placement Agent rather than a public sale by competitive bid is in the best interests of the Authority and the Medical Center, and the Authority hereby further finds and determines that the following reasons necessitate such negotiated private placement of the Bonds by the Placement Agent: (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 course of the issue by sophisticated financial advisors, underwriters, investment bankers and similar parties, such as the Placement Agent, experienced in the structuring of issues of health care bonds (hereinafter referred to as "health care investment bankers"), much 9 Miami; 23090-00004; Donmcol #: 4898v3 of which would not generally be available on a timely basis from the ultimate underwriter of health care bonds issued pursuant to a public competitive sale. (b) Health care bond issues generally involve a rather detailed and often complicated explanation to potential investors of the structure of the issue, the nature of the underlying obligor and the impact upon each of the foregoing of Federal and state health care regulations, including Medicare and Medicaid practices and procedures, and the assistance of a health care investment banker in preparing necessary offering memoranda and related information is extremely desirable from the standpoint of the obligor involved in the issue and from the standpoint of the public body issuing the health care bonds in ensuring full and accurate disclosure of all relevant information. (c) For the foregoing and related reasons, most of the health care bonds heretofore issued throughout the United States have involved participation throughout the structuring and offering process of health care investment bankers who have purchased or arranged for the purchase of the health care bonds through a negotiated sale or negotiated private placement rather than through a public sale by competitive bid; accordingly, the market may well be more receptive to an issue of health care bonds placed and 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 Placement Agent, 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. Section 2. Authorization of the Bonds. There is hereby authorized the issuance, under and pursuant to the Trust Indenture, of the Series 2000A Bonds, to be designated as "City of 10 Miami; 23090-00004, Dotumcut.: 4898vJ Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project)", in an aggregate principal amount not exceeding $120,000,000, and the loan of the proceeds thereof to the Medical Center to (i) pay (or reimburse) the cost of the Project, (ii) if desirable, fund a deposit to a debt service reserve and (iii) finance costs of issuance thereof, including fiscal, legal, and other incidental costs and charges. There is hereby authorized the issuance, under and pursuant to the Trust Indenture, of the Series 2000B Bonds, to be designated as "City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project)", in an aggregate principal amount not exceeding $90,000,000, and the loan of the proceeds thereof to the Medical Center to (i) refund and defease the Prior Bonds, (ii) if necessary, pay (or reimburse) the cost of a portion of the Project, (iii) if desirable, fund a deposit to a debt service reserve and (iv) finance costs of issuance of the Series 2000B Bonds, including fiscal, legal and other incidental costs and charges. The principal of, premium, if any, and interest on the Bonds shall not be deemed to constitute a debt, liability or obligation of the City or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the sources pledged therefor under the Trust Indenture and neither the faith and credit nor any taxing power of the City or of the State of Florida or of any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. Section 3. Terms of the Bonds. The Bonds shall be payable as to principal and interest in lawful money of the United States of America in accordance with the provisions of the Trust Indenture, and shall be issued only as fully registered bonds without coupons. The Bonds shall 11 Miami; 23096-00004; Document II: 4898v3 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 by the execution of the Bond Placement and Purchase Agreement (hereinafter defined) on behalf of the Authority as provided herein. The aggregate principal amount of the Series 2000A Bonds shall not exceed $120,000,000; the interest rate on the Series 2000A Bonds shall not exceed the maximum rate permitted by law; the term of the Series 2000A Bonds shall not exceed thirty-five (35) years; and the Series 2000A Bonds may be issued as serial and/or term bonds and may be subject to optional and mandatory redemptions as shall be provided in the Trust Indenture. The Series 2000A 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 (as hereinafter defined). The aggregate principal amount of the Series 2000B Bonds shall not exceed $90,000,000; the interest rate on the Series 2000B Bonds shall not exceed the maximum rate permitted by law; the term of the Series 2000B Bonds shall not exceed thirty-five (35) years; and the Series 2000B Bonds may be issued as serial and/or term bonds and may be subject to optional and mandatory redemptions as shall be provided in the Trust Indenture. The Series 2000B 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 12 Miami; 23090-00004; Documcot #: 4898v3 signature of its Chairman or, in his absence, its Vice Chairman and attested with the official manual or facsimile signature of a Designated Member (as 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 and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds and in connection with the application of the proceeds thereof. Section 5. Authorization of Execution and Delivery of Trust Indenture. The Authority does hereby authorize and approve the execution by the Chairman or Vice Chairman and a 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 Band hereby approved, with such changes therein as shall be approved by the Chairman or Vice 13 Miami; 23090-00004; Doc:ument #: 4898v3 Chairman executing the same, with such execution to constitute conclusive evidence of such officer's approval and the Authority's approval of any changes therein from the form of Loan Agreement attached hereto. Section 7. Approval of Security Documents. The Authority does hereby approve the forms of Supplemental Indenture No.4, Supplemental Indenture No.5, Obligation No.3, Obligation No.4, Restated Guaranty Agreement and Mortgage. Supplemental Indenture No.4, Supplemental Indenture No.5, Obligation No.3, Obligation No.4, the Restated Guaranty Agreement and the Mortgage shall be in substantially the forms attached hereto and marked Exhibits C, D, E, F, G and H, 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. Section 8. Authorization of Execution and Delivery of Escrow Deposit 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 an Escrow Deposit Agreement with respect to the Prior Bonds (the "Escrow Deposit Agreement") among the Authority, the Medical Center and the trustee for the Prior Bonds. The Escrow Deposit Agreement provides for the refunding and defeasance of the Prior Bonds and shall be in substantially the form attached hereto and marked Exhibit I 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 the Escrow Deposit Agreement attached hereto. 14 Miami; 23Q90..00004; Document #: 4898v3 Section 9. Purchase of Government Obligations. In order to provide for the refunding and defeasance of the Prior Bonds, the Chairman or Vice Chairman of the Authority is hereby authorized to execute any necessary subscription forms for the purchase of government obligations to be deposited under the Escrow Deposit Agreement. Section 10. 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 the Escrow Deposit Agreement. Section 11. Authorization of Negotiated Private Placement. Pursuant to the findings in Section 1 hereof, the Authority does hereby authorize and approve the sale of the Bonds through a negotiated private placement by the Placement Agent rather than a public sale by competitive bid. Section 12. Authorization of Execution and Delivery of Bond Placement and Purchase Agreement. The sale of the Series 2000A Bonds in an aggregate principal amount of not to exceed $120,000,000 and of the Series 2000B Bonds in an aggregate principal amount of not to exceed $90,000,000 through the negotiated private placement by the Placement Agent, in accordance with a Bond Placement and Purchase Agreement (the "Bond Placement and Purchase Agreement") among the Authority, the Medical Center and the Placement Agent, is hereby in all respects authorized and approved and there shall be executed on behalf of the Authority in furtherance thereof the Bond Placement and Purchase Agreement with the Placement Agent and the Medical Center. The Authority does hereby authorize and approve the execution and delivery of the Bond Placement and Purchase Agreement on behalf of the Authority by its Chairman or Vice Chairman and such Bond Placement and Purchase Agreement shall be in substantially the form thereof attached hereto and marked Exhibit K and hereby approved, with 15 Mia..mi; 23090-00004; Document #: 4898vJ 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 purchasers thereof and of such officer's approval and the Authority's approval of any changes therein from the form of Bond Placement and Purchase Agreement attached hereto; provided that the Bond Placement and Purchase Agreement shall comply with the provisions of this resolution and that the final terms of the Bonds contained in the Bond Placement and Purchase Agreement shall be within the parameters established in this resolution. Prior to the execution of the Bond Placement and Purchase Agreement by the Authority, the Authority must be presented with a disclosure statement prepared by the Placement Agent in compliance with Section 218.385, Florida Statutes, which disclosure statement shall be filed in the records of the Authority. Section 13. Appointment of Bond Trustee and Bond Registrar. SunTrust Bank, National Association, Orlando, Florida, is hereby appointed the Bond Trustee and bond registrar (the "Bond Registrar") under the Trust Indenture. Section 14. Approval and Authorization of Private Placement Memorandum. The Authority hereby approves the Private Placement Memorandum of the Authority and the Medical Center relating to the Bonds (the "Private Placement Memorandum") in substantially the form attached hereto and marked Exhibit L, with such changes as shall be necessary and appropriate to reflect the final terms of the Bonds or as shall be deemed necessary or desirable by the Chairman or Vice Chairman. The Chairman or Vice Chairman is hereby authorized and empowered, for and on behalf of the Authority, to execute and deliver the Private Placement Memorandum, such 16 Miami; 2309()...()()(X)4; Document II: 4898v3 execution to be conclusive evidence of such officer's and the Authority's approval of the final form of the Private Placement Memorandum. Section 15. Delivery of the Bonds. Upon the execution of the Bonds in accordance with the provisions of the Trust Indenture, the Chairman or the Vice Chairman shall deposit the same with the Bond Registrar for authentication and delivery upon the order of the Placement Agent. 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 documents as may be required in connection with the issuance and sale of the Bonds and the application of the proceeds thereof, in such form or forms and with such party or parties as shall be approved by the Chairman or Vice Chairman, including, without limitation, a letter of representations from the Authority to DTC. Section 17. Authorization and Ratification of Subsequent 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 L, 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. 17 Miami; 23090-00004; Document II: 4898v3 Section 18. Recommendation to the City of Miami Beach. Florida. Having conducted a public hearing 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, either orally or in writing, or both, on the proposed issuance of the Series 2000A 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 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 6th day of June, 2000. (SEAL) ATTEST: Chairman Member 18 Miami; 23090-00004; Document II: 4898v3 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE) We, the undersigned, do hereby certify that we are duly qualified and acting Members of the City of Miami Beach Health Facilities Authority (the "Authority"). We further certify according to the official records of the Authority in our possession that the above and foregoing constitutes a true and correct excerpt from the minutes of the meeting of the Authority held on June 6, 2000, including a resolution adopted at said meeting, insofar as said minutes pertain to the matters above set out. We further certify that the ayes and nays taken on the passage of said resolution have been or will immediately be entered on the minutes of the Authority and that provision has been made for the preservation and indexing of said resolution, which is open for inspection by the public at all reasonable times at the office of the Finance Director in the City of Miami Beach, Florida. 19 Miami; 23090-()()()(M; Document N: 4898v3 IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of the Authority this 6th day of June, 2000. Chairman Vice Chairman Member Member [SEAL ] SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County aforesaid, this 6th day of June, 2000. Notary Public My Commission expires: [Notarial Seal] 20 Miami; 23090-00004; Document II: 4898v3 EXHIBITS A THROUGH L ON FILE WITH THE AUTHORITY Miami; 23090-00004; Document 1#: 4898vJ CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\ci.miami-beach.f1.us TO: FROM: SUBJECT: COMMISSION MEMORANDUM NO. ~ l2-DO Mayor Neisen O. Kasdin and DATE: June 7, 2000 Members of the City Commission G~ Lawrence A. ::lv~ City Manage_ U()P'- RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE OF NOT TO EXCEED $120,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000A (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), AND NOT TO EXCEED $90,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEAL TH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000B (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147 (f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OR THE 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 The City Commission ofthe City of Miami Beach adopted Ordinance No. 90-2701 on July 25, 1990, creating the City of Miami Beach Health Facilities 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 June 6, 2000, the issuance of these bonds was discussed by the Finance and Citywide Project Committee, which recommended that the item be forwarded to the Commission for approval. AGENDA ITEM f2..-1 C DATE ~- ,--au On June 6, 2000, the Health Facilities Authority adopted a Resolution authorizing the issuance of the Series 2000A Bonds, not to exceed $120,000,000 principal amount, to (i) pay (or reimburse) the cost of (a) the acquisition by the Medical Center of the facilities commonly known as the Miami Heart Institute, (b) the acquisition by the Medical Center of land and (c) the undertaking of certain other capital improvements owned or to be owned by the Medical Center, (ii) if desirable, fund a deposit to a debt service reserve and (iii) pay certain expenses in connection with the issuance of the Series A Bonds. Also on June 6, 2000, the Health Facilities Authority adopted a Resolution authorizing the issuance of the Series 2000B Bonds, not to exceed $90,000,000 principal amount, to (i) refund and defease all of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 1992 (Mount Sinai Medical Center Project) issued for the benefit of the Medical Center, (ii) if necessary, pay (orreimburse) the cost of the Project, (iii) if desirable, fund a debt service reserve for the Bonds and (iv) pay certain expenses in connection with the issuance of the Series B Bonds. Additionally, the Authority held a public hearing 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 its Hospital Revenue Bonds (Mount Sinai Medical Center of Florida Project). These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the City of Miami Beach and 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, if any, or interest on the Bonds. The issuance of the Bonds serve a valid public purpose by advancing the commerce, welfare and prosperity of the City and its people. The purpose of assisting health providers in securing access to the credit markets is achieved in this transaction. The Authority will receive fees that will be used for City costs for professional services and other expenses ofthe HFA as a result of this transaction. LAL~ ~