Health Facilities Autorithy
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:
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L~wy tV. \ \tv
Pvth'J V" U "'S tv
Absent:
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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, Ta'{able 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 LwV)' tv I\cv
and seconded by A.....h\Jr \JN5w , adopted by the following vote:
Aye:
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Lov... 't ~, l ( '"
A,~W" V""'5ev
Nay:
~-oN~
Miami: 2JOI)O..f)(XX~: DoCUl11ellt II: 4HIJHvJ
The resolution was thereupon declared and adopted, signed by the Chairman and attested
by a. vv'( ~ (Ie v . 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
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Miami; 23Q9()..{)()004.; Document.: 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 0 f
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
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Mi;,uni; 2)09()....()()(l0; Document": 4898\-3
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 ofland 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)
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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")
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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; 2J09O-O()()()4; Documcollf: 4898\0)
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.
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Miami; !J09O-OOOO4; DocumCDltl: 489811]
(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 m 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.
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(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
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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
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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
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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
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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 Deliverv 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
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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.
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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 J and hereby approved, with
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such changes as shall be necessary and appropriate to reflect the fmal 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 fmal 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 (including any supplements thereto, the "Private Placement
Memorandum") in substantially the form attached hereto and marked Exhibit K, with such
changes and supplements thereto 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 execution to be
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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 K,
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
Miant 23090-00004; Doaamcd It: 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
r~
~
18
Miami; 13090-00004; Documenl.~ 4898v)
ST ATE OF FLORlDA )
) 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; 23090-00004; Doc:umcot If: 4898v3
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
of the Authority this 6th day of June, 2000.
[SEAL]
~
~----------
~/ Chairman
/' //
I~O- //~//
/~ Vice Chai~
. t41~ ,t.-~
Member
SUBSCRIBED AND SWORN to before me, a Notary Public in the State and County
aforesaid, this 6th day of June, 2000.
~f
otary PublIc
My Commission expires: ~ -(:) ~J..CO(
o. PINDER
Notary Public - State of Florida
My Comrr:'ss;~n E..~r;;":::s Ju113, 7::'J1
Cs,---'" ';';- c.C / ,e<,
MiiiID.I; 23090-Q0004; Documenl": 4898v)
20
EXHIBITS A THROUGH K ON FILE WITH THE AUTHORITY
Mi_ 13090..00004; Document. II-: "89M