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HomeMy WebLinkAbout2001-24252 RESO RESOLUTION NO. 2001-24252 RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $135,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000C (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000D (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT) AND NOT TO EXCEED $90,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, TAXABLE SERIES 2000E (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(1) 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 November 7, 2000, as required by Section 147(1) 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 October 23, 2000 in The Miami Herald (a copy of which Miami.; 23Ql11G.OOO1)j; Doc:waClltIl;6OI2vJ notice is attached hereto as Exhibit I and made a part hereof), for the purpose of giving all interested persons an opportunity to express their views, either orally or in writing, or both, in connection with the Authority's proposed issuance of its City of Miami Beach Health Facilities Authority Hospital Revenue Bonds (Mount Sinai Medical Center of Florida Project), in one or more series, in an aggregate principal amount not to exceed $160,000,000 (the "Tax-Exempt Bonds"), for the purposes hereinafter described; and WHEREAS, on November 7,2000, 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 2000E Bonds (hereinafter defined), the Taxable Bond Act of 1987, Chapter 159, Part VII, Florida Statutes, as amended, the issuance of its (i) not to exceed $135,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000C (Mount Sinai Medical Center of Florida Project) (the "Series 2000C Bonds"), constituting one series of the Tax-Exempt 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 other available moneys, if any, to (a) refund and defease a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the "Series 2000A Bonds"), previously issued as interim financing for the benefit of the Medical Center, (b) pay (or reimburse) the cost of undertaking certain capital improvements owned or to be owned by the Medical Center, including funding capitalized interest for the Series 2000C Bonds (the "Project"), (c) fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 2000C Bonds; (ii) not to exceed $25,000,000 principal amount of 2 MiIllli;2309G-00005;IlQelIm_Ii:~ City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 20000 (Mount Sinai Medical Center of Florida Project) (the "Series 20000 Bonds''), constituting the other series of the Tax-Exempt Bonds, the proceeds of which will be loaned to the Medical Center and used, together with other available moneys, if any, to (a) refund and defease the portion of the Series 2000A Bonds not being refunded and defeased by the issuance of the Series 2000C Bonds, (b) fund capitalized interest for the Series 20000 Bonds, (c) if desirable, fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 20000 Bonds; and (iii) not to exceed $90,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000E (Mount Sinai Medical Center of Florida Project) (the "Series 2000E Bonds" and together with the Series 2000C Bonds and the Series 20000 Bonds, the "Bonds''), the proceeds of which will be loaned to the Medical Center and 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 Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project), previously issued as interim financing for the benefit of the Medical Center, (b) if desirable, fund a deposit to a debt service reserve and (c) pay certain expenses in connection with the issuance of the Series 2000E Bonds; and WHEREAS, the Bond Resolution provides that (i) to the extent the Bonds are issued after Oecember 31, 2000, the series designations for the Bonds set forth above may be changed as shall be approved by the Chairman of the Authority, or in his absence, the Vice Chairman of the Authority, and (ii) the Bonds may be issued for all or such portions of the purposes set forth above as shall be determined by the Medical Center and approved by the Chairman of the Authority, or in his absence, the Vice Chairman of the Authority; and 3 Mi..u;23Q9O-OOOCl5;Dac:uacatIl:60t2v3 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 Tax-Exempt Bonds; and WHEREAS, this Commission desires to approve the Bond Resolution and the issuance and sale of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. The Bond Resolution and the issuance and sale of the Bonds (with the appropriate series designations and purposes) pursuant thereto are hereby in all respects approved, including approval of the issuance of the Tax-Exempt Bonds in an aggregate principal amount not to exceed $160,000,000 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. 4 Mi..a.U09OoOOOO5; o.-mau" ~ Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 31st day of January ,2001. (SEAL) ~t.YM Attest: ~r ftU~ Ctty Clerk APPROVED /1.S TO FORM&LANGUAGt: & fOR EXEClJ11OI'I \_ 'L).-d i - DwIt 5 Miami; 23090-0000S;QoQIaICIII'"6OU\r] EXHffiIT I NOTICE OF PUBLIC HEARING Mil8li;l3tJ!l1O..O(lOO!i;Doc:amcaI':6OI1v3 Iht :8fuuni mtrat~ www.herald.com www.alherald.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 helshe 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: October 23, 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, fInn or corporation any discount, rebate, commission or refund for the purpose of se . g this advertisement for publication in the aid ne pers(s). My Commission Expires: _May 12,2002 ~~ / Notary ~ FlClAL NOTARY S SiLV'.AACQSTA _ NOTARY ptr~uc STArE vf; Fl:.ClRIDA COMMlSSiCI"O loin. .:::i~.:O-ta.. COMMtS51CN EXP. MA t 12 ",jlrt PUBliC HEARING NOTICE Of PUBliC HEARING R[GARllING THEPROPOSEO ISSUANCE BY THE CITY OF MIAMI BEACH HEAl. TH FACILITIES AUTHORITY OF UP TO 11~HOSPITAL REVENUE BONOS (MOUNT S111A1 MEDICAL CENTER OF FLORtOA PROJEC1) NoUoI .. '-'-bY ~ tha~blla ~~ 1M" ~1amI ~~~ c:t:.,. f.=&.~(tM ~bW 7, 2000. commttnolna al 1 :30 p.m.. or .rtortly ~.lnU'leClty ~.~::'=CltY t:::a., CIL.Of Mlaml C~tlon de, ~~ Drlw. ..th I"1ocw touaml e-n, FIa1cIa 3Ji~~'OI" ~~~.= 'CWIn~~IO ~ttMoIr"'-bottI orall)l: and In =~ twhlOh mu" 1M r by tM Authorttv beICMW 1M '-1na date In ., ~__ marktld ~O"U'Ie th.~~c~ of Miami BMch HMhh FMlfIm. Author1\o....:t ~=-....~ of_ In_or~ . fn an ....--1. noI__nt-llOtlo tthe "Elortd.'{~'OOO.ooo The~olthe ~.W1llbelOantoclto rbunt &M11 M"~ t.-ots:.lno. ttM.~ _''), . tlOl h.. :=r"1IC>.. - ~Iad ~~.... oI_.rw:l~ ~~"'.If - ~.w~~.~~,ooo rlD~;:: ~.......' ~o..- of -,- W---f:tthe ~~IS~ ~("l.1\r'''' 1",-, for u.. CM'fUIICl debt: L.i..... '~.. --. T"'-PrkNP~ con..w of (I) lhe ~~'I~:::J~_ 01 tn. _. of MIami Be~ H"'ttIcarw ~~W.!:i ~n.:llhfp~d. Trl..coumy Community H~rut". Inc., a ~g~~Jmbl~7~l:.tlon. H_ltT'tcaAI Corpoo-atlon. ~~~~~b~~~=I~o.."d operatIOn of the fllelllt", commonly known.. the Miami HMr1lnatll~"" lnclu<llng I.nd. bulld1no-. Iblturw, furnl.nl~. SIpm.nt,l_hold I w .nd other t-.gl .. .nd Int.n!i'lb.. ~'~~,~I~I =Jl./l=~. ~~I =h. ~~-: ~~.= ~, F~ ~~lthe"MI~1 lIOqu':=' \J!I) 3: Medlom Cent... of . ==::~~~I" ~.~~~~ ::r~ to . ground __. land ~ne ~wtaklng of ~';;'~:y~Of' Med~ c.nt.... Il'Iduc:Ilng the lIOqul,,"lon. con.vuctlon. NnCWatlon. ~tlon. m~lz.tlon. reIoctItlon and I con8Olldatlon 01 ru~~=' ,f=~t 1_-..no?cY1'nl..._t.anii other IBflglbla ..,d IntBnglb" pt'0p8l'tV. such .. m<idlcBl d_I~. r.atl.nt care .yetema, .>>I~",=~~::n~ and located or to ba located ~I:;:.oe::'~. ~~~.. ~ A~~::nl ~~ ~~~-Slt~d(C~~~=~ the "Medlc8il Celnt... Slt_"}. T"- Project conalst. ~~'m:.:l~=~ of ~':~:'=':y~~ Of' Mec:lloal Center, Inchldtng the ecqulllltlon. conatruCtlon, r_tlon, moct~tlon, modwnlzatlon. relOClltlon and conllOlldatlon of bulldlna.. fbltU"', ~ln~f.'"::I other t~b" and ~:''':~~"rcicated at the Medical Cent_ $I"', and may Inctude ~ 'M n from C._ lno., a .~~::.on,of =ft':.~~~I~ tang b.. and Intangible ~~~~:nthe Pl'OC*"tY .t 4300 Alton ~MI..-nlBa8ctl, u.- In ~ ~..'iiOn'~ ~m&:.:~ ""'- Bond. and the lnt...... t~ __II not co...muta a debt, llablllt)! or ~11V.tJon of t~ ~ ~~=8~ tr\orIdai,;,. FIorlc:I._ofaroypOlltlo.r'"Mlbdlvlalon thereof. buI: =~~-= loan ~ent. ~ und_ _ or more ~ agrewnent. to be entered Into by .nd ~M~~~~~ _TENOORAPHtC R IEDBJoJRr RE TEA WIL.L. BE "AD~ CO' THE FaA GOING MEETING. ACC DINGILY ANY ~~A80~ AYt~&.L ~y I DEaf8tON INVOLVINIl THE MATTERS NOncEO HEREIN roa BI!! RESPONSIBLE F A VERBAT M Of'" THE Y AND AT SAID PON WHICH AN LIST08E .....0, Wl~ TH:~1.?i.ft~~! m,TH f'=:BIL~~'AM:.1 - N~INGI SPECIAL ~ARV.~I~.ffeAT:~N,.J~ HEARING SHOULD ~~ttIr-c1,~6..f1~1~ Et"~R~'~HgF~&DR ~~ DAY PRIOR TO THE H ING. TEl.EPHONE ~~.n"~~~ F9r H INGI lMj;i:AIRED, TEL HONE THE ~~elg~ RE,.h1'~BEA8. l=~ 9511-8771 (TODd or ~OW A'?lt/~~O CE) Thl.notlcela ~bll.ned pu.....ent to ~~~r.:fIff'J-t~ Int..-.....l RaVen... ~ of1988...~Qad. Octob<w 23, 2000 CITY OF MIAMI BEACH HEALTH FACILmU AUTHORITY EXHmIT II BOND RESOLUTION MiaaIi~ 2309l1000ll0!1; Doc:uIlad II: 15OI2v3 ~~.:6OI0v3 RESOLUTION A RESOLUTION (i) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000C (Mount Sinai Medical Center of Florida Project) (the "Series 2000C Bonds"), of the City of Miami Beach Health Facilities Authority (the "Authority") in an aggregate principal amount not to exceed $135,000,000, for the purpose of providing funds to be used, together with other available moneys, if any, to: (a) refund and defease a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the "Series 2000A Bonds"), previously issued as interim fmancing for the benefit of Mount Sinai Medical Center of Florida, Inc. (the "Medical Center"), (b) pay (or reimburse) the cost of certain capital projects, including funding capitalized interest for the Series 2000C Bonds (collectively, the "Project"), (c) fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 2000C 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.5, an Obligation No.5, a Fee and Leasehold Mortgage, Assignment and Security Agreement, as amended, and an Amended and Restated Guaranty and Security Agreement; (ii) authorizing the issuance of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 20000 (Mount Sinai Medical Center of Florida Project) (the "Series 20000 Bonds"), of the Authority in an aggregate principal amount not to exceed $25,000,000, for the purpose of providing funds to be used, together with other available moneys, if any, to: (a) refund and defease the portion of the Series 2000A Bonds not being refunded and defeased by the issuance of the Series 2000C Bonds, (b) fund capitalized interest for the Series 20000 Bonds, (c) if desirable, fund a deposit to a debt service reserve and (d) pay certain expenses in connection with the issuance of the Series 20000 Bonds, to be issued under the provisions of a Trust Indenture and a Loan Agreement, and to be further secured by the Amended and Restated Master Trust Indenture, a Supplemental Master Trust Indenture for Obligation No.6, an Obligation No.6, the Fee and Leasehold Mortgage, Assignment and Security Agreement, as amended, and the Amended and Restated Guaranty and Security Agreement; (iii) authorizing the issuance of City of Miami Beach Millmi;DocwaIlll.:6OIOY3 Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000E (Mount Sinai Medical Center of Florida Project) (the "Series 2000E Bonds" and, together with the Series 2000C Bonds and the Series 2000D 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 Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project), previously issued as interim financing for the benefit of the Medical Center, (b) if desirable, fund a deposit to a debt service reserve and (c) pay certain expenses in connection with the issuance of the Series 2000E Bonds, to be issued under the provisions of a Trust Indenture and a Loan Agreement, and to be further secured by the Amended and Restated Master Trust Indenture, a Supplemental Master Trust Indenture for Obligation No.7, an Obligation No.7, the Fee and Leasehold Mortgage, Assignment and Security Agreement, as amended, and the Amended and Restated Guaranty and Security Agreement; (iv) 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 said Trust Indentures; (v) 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; (vi) authorizing the execution and delivery by the Authority of the Trust Indentures and the Loan Agreements; (vii) approving the forms of said Supplemental Master Trust Indentures, Obligations and Amended and Restated Guaranty and Security Agreement; (viii) authorizing the execution and delivery by the Authority of Escrow Deposit Agreements and the purchase of government obligations; (ix) authorizing the sale of the Bonds through a negotiated sale and the execution and delivery by the Authority of Purchase Contracts; (x) appointing a Bond Trustee and Bond Registrar wider the Trust Indentures; (xi) approving Preliminary Official Statements and authorizing the execution and delivery of Official Statements; (xii) authorizing the execution and delivery of additional documents required in connection with the Bonds; (xiii) recommending approval of the Bonds by the Mayor and City Commission of the City of Miami Beach, Florida; and (xiv) providing for other related matters. 2 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 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) refund and defease a portion of the currently outstanding City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000A (Mount Sinai Medical Center of Florida Project) (the 3 MWai~ DocaaI_II, 6010..3 "Series 2000A Bonds"), previously issued as interim financing for the benefit of the Medical Center, (ii) pay (or reimburse) the cost of undertaking certain capital improvements owned or to be owned by the Medical Center, including funding capitalized interest for the Series 2000C Bonds (hereinafter defined) (the "Project"), (iii) fund a deposit to a debt service reserve and (iv) pay certain expenses in connection with the issuance of the Series 2000C Bonds, through the issuance by the Authority of not to exceed $135,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000C (Mount Sinai Medical Center of Florida Project) (the "Series 2000C 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 the portion of the Series 2000A Bonds not being refunded and defeased by the issuance of the Series 2000C Bonds, (ii) fund capitalized interest for the Series 2000D Bonds (hereinafter defined), (iii) if desirable, fund a deposit to a debt service reserve and (iv) pay certain expenses in connection with the issuance of the Series 2000D Bonds, through the issuance by the Authority of not to exceed $25,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000D (Mount Sinai Medical Center of Florida Project) (the "Series 2000D 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 Bonds, Taxable Series 2000B (Mount Sinai Medical Center of Florida Project) (the "Series 2000B Bonds" and, together with the Series 2000A Bonds, the "Prior Bonds"), 4 MiIllli;DoeoIlRcmI':6OIM issued as interim financing for the benefit of 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 2000E Bonds (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 2000E (Mount Sinai Medical Center of Florida Project) (the "Series 2000E Bonds" and, together with the Series 2000C Bonds and the Series 2000D Bonds, the "Bonds"); and WHEREAS, the Series 2000C Bonds will be issued under the provisions of a Trust Indenture (the "Series 2000C 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 "Series 2000C Loan Agreement") to be entered into between the Authority and the Medical Center; and WHEREAS, the Series 2000D Bonds will be issued under the provisions of a Trust Indenture (the "Series 2000D Trust Indenture") to be entered into between the Authority and the Bond Trustee and the proceeds thereof will be loaned to the Medical Center and their repayment secured by a Loan Agreement (the "Series 2000D Loan Agreement") to be entered into between the Authority and the Medical Center; and WHEREAS, the Series 2000E Bonds will be issued under the provisions of a Trust Indenture (the "Series 2000E Trust Indenture" and, together with the Series 2000C Trust Indenture and the Series 2000D Trust Indenture, the "Trust Indentures") to be entered into between the Authority and the Bond Trustee and the proceeds thereof will be loaned to the 5 MiIllli;~.:6OIOv3 Medical Center and their repayment secured by a Loan Agreement (the "Series 2000E Loan Agreement" and, together with the Series 2000C Loan Agreement and the Series 2000D Loan Agreement, the "Loan Agreements") 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 (as amended, 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; and WHEREAS, in connection with the issuance of the Series 2000C 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. 5 ("Supplemental Indenture No.6") with the Master Trustee, supplementing and amending the Master Indenture, pursuant to which Obligation No. 5 ("Obligation No.5") will be issued securing the obligation of the Medical Center to make payments under the Series 2000C Loan Agreement in respect of the Series 2000C Bonds; and WHEREAS, in connection with the issuance of the Series 2000D 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. 6 ("Supplemental Indenture No. 7") with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No. 6 Miami;Doc:luDcIUtI:6OIOY3 6 ("Obligation No.6") will be issued securing the obligation of the Medical Center to make payments under the Series 2000D Loan Agreement in respect of the Series 2000D Bonds; and WHEREAS, in connection with the issuance of the Series 2000E 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. 7 (together with Supplemental Indenture No.6 and Supplemental Indenture No.7, the "Supplemental Indentures") with the Master Trustee, supplementing the Master Indenture, pursuant to which Obligation No. 7 (together with Obligation No.5 and Obligation No.6, the "Obligations") will be issued securing the obligation of the Medical Center to make payments under the Series 2000E Loan Agreement in respect of the Series 2000E 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 the Obligations and any other obligations outstanding under the Master Indenture from time to time, but subject to release in accordance with its terms, the Medical Center has previously delivered to the Master Trustee, a Fee and Leasehold Mortgage, Assignment and Security Agreement, which will be amended in connection with the issuance of the Obligations (as amended, the "Mortgage" and, together with the Master Indenture, the Supplemental Indentures, the Obligations and the Restated Guaranty Agreement, the "Security Documents"); and 7 MiIltli;0lKumCIltll':6OIOv3 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 October 23, 2000 in The Miami Herald, 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 2000C Bonds and the Series 2000D 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 sale to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), since the Medical Center has requested such negotiated sale and since it appears to the Authority, for the reasons hereinafter set forth, that a negotiated sale 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. 8 Mi..m~ OocwlleDIlI' 6OIOv 3 (3) Pursuant to Sections 154.209(10), 154.209(13), 154.219 and 154.235 ofthe 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. (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) ofthe 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 Agreements, 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 Agreements, 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 Agreements. (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 9 Millllli; [lO(luDlilUIl: 6OIOv3 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. (9) As required by Section 159.29(4) of the Industrial Act, adequate provision shall be made in the Loan Agreements 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 Series 2000C Bonds shall be "costs" of a "project" within the meaning of Sections 159.27(2) and 159.27(5), respectively, ofthe 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 Bonds for the purpose of refunding the Prior 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 sale 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 sale of the Bonds: (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 10 Miuoi;I:IccIIIDeIlIII:608Ov3 transactions which need detailed analysis, structuring and explanation throughout the course of the issue by sophisticated financial advisors, investment bankers and similar parties, such as the Underwriter, experienced in the structuring of issues of health care bonds (hereinafter referred to as "health care investment bankers"), much of which would not generally be available on a timely basis from the 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, official statements 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 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. 11 MiIlDi~ Oclcuml:lU 'I, 6080..3 (d) Finally, the market for health care bonds such as the Bonds is volatile, making the presence of the Underwriter, who has participated and will participate in the structuring of the Bond issue, desirable in attempting to obtain the most attractive financing for the Authority and the Medical Center. Section 2. Authorization of the Bonds. There is hereby authorized the issuance, under and pursuant to the Series 2000C Trust Indenture, ofthe Series 2000C Bonds, to be designated as "City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000C (Mount Sinai Medical Center of Florida Project)", in an aggregate principal amount not exceeding $135,000,000, and the loan of the proceeds thereof to the Medical Center.to (i) refund and defease a portion of the Series 2000A Bonds, (ii) pay (or reimburse) the cost of the Project, (iii) fund a deposit to a debt service reserve and (iv) 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 Series 2000D Trust Indenture, of the Series 2000D Bonds, to be designated as "City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000D (Mount Sinai Medical Center of Florida Project)", in an aggregate principal amount not exceeding $25,000,000, and the loan of the proceeds thereof to the Medical Center to (i) refund the portion of the Series 2000A Bonds not being refunded and defeased by the issuance of the Series 2000C Bonds, (ii) fund capitalized interest for the Series 2000D Bonds, (iii) if desirable, fund a deposit to a debt service reserve and (iv) finance costs of issuance thereof, including fiscal, legal, and other incidental costs and charges. 12 Miami; OoelImmtJJ,6OIOvl There is hereby authorized the issuance, under and pursuant to the Series 2000E Trust Indenture, of the Series 2000E Bonds, to be designated as "City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000E (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 Series 2000B Bonds, (ii) if desirable, fund a deposit to a debt service reserve and (iii) finance costs of issuance of the Series 2000E Bonds, including fiscal, legal and other incidental costs and charges. Notwithstanding the foregoing, (i) to the extent that the Bonds are issued after December 31, 2000, the series designations for the Bonds set forth above may be changed as shall be approved by the Chairman of the Authority, or in his absence, the Vice Chairman of the Authority, and (ii) the Bonds may be issued for all or such portions of the purposes set forth above as shall be determined by the Medical Center and approved by the Chairman of the Authority, or in his absence, the Vice Chairman of the Authority. 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 Indentures 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 Indentures, and shall be issued only as fully registered bonds without coupons. The Bonds shall 13 Milllli; Docammt If: 60BM 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 Purchase Contracts (hereinafter defined) on behalf of the Authority as provided herein. The aggregate principal amount of the Series 2000C Bonds shall not exceed $135,000,000; the interest rates on the Series 2000C Bonds shall not exceed 10% per annum; the final maturity of the Series 2000C Bonds shall not exceed thirty-five (35) years; and the Series 2000C 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 Series 2000C Trust Indenture. The Series 2000C 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 2000D Bonds shall not exceed $25,000,000; the interest rates on the Series 2000D Bonds shall not exceed 10% per annum; the final maturity of the Series 2000D Bonds shall not exceed thirty-five (35) years; and the Series 2000D Bonds may be issued as serial and/or term bonds and may be subject to optional and mandatory redemptions and tenders for purchase as shall be provided in the Series 2000D Trust Indenture. The Series 2000D 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 14 Miami; Doc:WlIl1ll1jj,6OIO\r3 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. The aggregate principal amount of the Series 2000E Bonds shall not exceed $90,000,000; the interest rates on the Series 2000E Bonds shall not exceed 20% per annum; the final maturity of the Series 2000E Bonds shall not exceed thirty-five (35) years; and the Series 2000E Bonds may be issued as serial and/or term bonds and may be subject to optional and mandatory redemptions and tenders for purchase as shall be provided in the Series 2000E Trust Indenture. The Series 2000E 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. 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 Indentures, the Loan Agreements 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 ofthe proceeds thereof. Section 5. Authorization of Execution and Deliverv of Trust Indentures. 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 Indentures. The Trust 15 Miami; DDcumau II: 6080..3 Indentures shall be in substantially the forms 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 forms of Trust Indentures attached hereto. Section 6. Authorization of Execution and Deliverv of Loan Agreements. 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 Agreements. The Loan Agreements shall be in substantially the forms thereof attached hereto and marked Exhibit B and hereby approved, with such changes therein as shall be approved by the Chairman or Vice Chairman executing the same, with such execution to constitute conclusive evidence of such officer's approval and the Authority's approval of any changes therein from the forms of Loan Agreements attached hereto. Section 7. Approval of Certain Securitv Documents. The Authority does hereby approve the forms of Supplemental Indentures, Obligations and Restated Guaranty Agreement. The Supplemental Indentures, the Obligations and the Restated Guaranty Agreement shall be in substantially the forms attached hereto and marked Exhibits C, D and E, respectively, and hereby approved, with such changes therein as shall be approved by the Chairman or Vice Chairman, with the execution of the Trust Indentures 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 Deliverv of Escrow Deposit Agreements. The Authority does hereby authorize and approve the execution by the Chairman or Vice 16 Miami; Doc:umcal': 60lO\I) Chairman and a Designated Member of the Authority and the delivery of (i) an Escrow Deposit Agreement with respect to the refunding and defeasance of the Series 2000A Bonds (the "Series 2000A Escrow Deposit Agreement") among the Authority, the Medical Center and the trustee for the Series 2000A Bonds and (ii) an Escrow Deposit Agreement with respect to the refunding and defeasance of the Series 2000B Bonds (together with the Series 2000A Escrow Deposit Agreement, the "Escrow Deposit Agreements") among the Authority, the Medical Center and the trustee for the Series 2000B Bonds. The Escrow Deposit Agreements shall be in substantially the forms attached hereto and marked Exhibit F 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 forms ofthe Escrow Deposit Agreements attached hereto. Section 9. Purchase of Government Obligations. In order to provide for the refunding and defeasance of the Prior Bonds, the Authority does hereby authorize the purchase of government obligations to be deposited under the Escrow Deposit Agreements and the Chairman or Vice Chairman of the Authority and/or the trustee for the Prior Bonds are hereby authorized to execute any necessary subscription forms for such purchase of government obligations. Section 10. Application of Bond Proceeds. The proceeds of the Bonds shall be applied, together with certain other available moneys, if any, as shall be provided in the Trust Indentures, the Loan Agreements and the Escrow Deposit Agreements. Section 11. Authorization of Negotiated Sale. Pursuant to the findings in Section 1 hereof, the Authority does hereby authorize and approve the sale of the Bonds through a negotiated sale rather than a public sale by competitive bid. 17 Miami: Dowmllllljj: 6OIO'Il Section 12. Authorization of Execution and Deliverv of Purchase Contracts. The sale of the Bonds to the Underwriter at an aggregate purchase price reflecting an Underwriter's discount not to exceed 2% of the aggregate principal amount of the Bonds, in accordance with (i) a Purchase Contract with respect to the Series 2000C Bonds (the "Series 2000C Purchase Contract") among the Authority, the Medical Center and the Underwriter, (ii) a Purchase Contract with respect to the Series 2000D Bonds (the "Series 2000D Purchase Contract") among the Authority, the Medical Center and the Underwriter, and (iii) a Purchase Contract with respect to the Series 2000E Bonds (together with the Series 2000C Purchase Contract and the Series 2000D Purchase Contract, the "Purchase Contracts") among the Authority, the Medical Center and the Underwriter, is hereby in all respects authorized and approved. The Authority does hereby authorize and approve the execution and delivery of the Purchase Contracts on behalf of the Authority by its Chairman or Vice Chairman and such Purchase Contracts shall be in substantially the forms thereof attached hereto and marked Exhibit G and hereby approved, with such changes as shall be necessary and appropriate to reflect the final terms of the sale of the Bonds by the Authority and such further changes therein as shall be approved by the Chairman or Vice Chairman executing the same, with such execution of the Purchase Contracts to constitute conclusive evidence of the award to the Underwriter of the Bonds to which each of such Purchase Contracts relate and of such officer's approval and the Authority's approval of any changes therein from the forms of Purchase Contracts attached hereto; provided that the Purchase Contracts shall comply with the provisions of this resolution and that the final terms of the Bonds contained in the Purchase Contracts shall be within the parameters established in this resolution. Prior to the execution of each of the Purchase Contracts by the Authority, the 18 Miami; OocwrleDtj,608Ov3 Authority must be presented with a disclosure statement prepared by the Underwriter in compliance with Section 218.385, Florida Statutes, which disclosure statement shall be filed in the records of the Authority. Section 13. Appointment of Bond Trustee and Bond Registrar. SunTrust Bank, a Georgia banking corporation, is hereby appointed the Bond Trustee and bond registrar (the "Bond Registrar") under the Trust Indentures. Section 14. Approval of Preliminary Official Statements. The Authority hereby approves (i) the Preliminary Official Statement of the Authority and the Medical Center relating to the Series 2000C Bonds (the "Series 2000C Preliminary Official Statement") and (ii) the Preliminary Official Statement of the Authority and the Medical Center relating to the Series 2000D Bonds (the "Series 2000D Preliminary Official Statement" and, together with the Series 2000C Preliminary Official Statement, the "Preliminary Official Statements"), in substantially the forms attached hereto and marked Exhibit H, with such changes and supplements thereto as shall be necessary and appropriate to reflect the expected terms of the Bonds to which they relate and to ensure accurate disclosure of all relevant information, and their use by the Underwriter in connection with the offering and sale of the Bonds is hereby in all respects approved. The Chairman or the Vice Chairman of the Authority is hereby authorized to make any necessary findings and deliver any required certifications with respect to the Preliminary Official Statements as required under the Securities and Exchange Cornmission Rule l5c2-12. Section 15. Approval and Authorization of Official Statements. The Authority hereby approves (i) the Official Statement of the Authority and the Medical Center relating to the Series 2000C Bonds (the "Series 2000C Official Statement") in substantially the form of the Series 19 Miami;Ooouncm,tll:6OIM 2000C Preliminary Official Statement attached and marked Exhibit H, (ii) the Official Statement of the Authority and the Medical Center relating to the Series 2000D Bonds (the "Series 2000D Official Statement") in substantially the form ofthe Series 2000D Preliminary Official Statement attached hereto and marked Exhibit H, and (iii) the Official Statement (including any supplements thereto) of the Authority and the Medical Center relating to the Series 2000E Bonds (together with the Series 2000C Official Statement and the Series 2000D Official Statement, the "Official Statements"), in substantially the form attached hereto and marked Exhibit I, in each case with such changes and supplements thereto as shall be necessary and appropriate to reflect the final terms of the Bonds to which they relate and to ensure accurate disclosure of all relevant information, and their use by the Underwriter in connection with the offering and sale of the Bonds is hereby in all respects approved. The Chairman or Vice Chairman is hereby authorized to execute and deliver the Official Statements, such execution to be conclusive evidence of such officer's approval and the Authority's approval of any changes therein from, and supplements to, the forms of Official Statements attached hereto. Section 16. Deliverv of the Bonds. Upon the execution of the Bonds in accordance with the provisions of the Trust Indentures, the Chairman or the Vice Chairman shall deposit the same with the Bond Registrar for authentication and delivery upon the order of the Underwriter. The Bond Registrar is hereby requested to authenticate and deliver the Bonds in accordance with the Trust Indentures. 20 Miami;Ool;ouamtIF:6OBOvl Section 17. Authorization of Execution and Deliverv 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 18. 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 I, respectively, and any documents executed and delivered pursuant to Section 17 hereof, and all of the acts and doings of such members, officers, agents and employees of the Authority which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Section 19. Recommendation to the Citv of Miami Beach. Florida. Having conducted a public hearing on this date pursuant to the provisions of Section 147(f) of the Intemal 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 2000C Bonds and the Series 2000D Bonds, for which hearing reasonable public notice was 21 Miami: Doc1PIlCllIII: 608Ov3 given, the Authority hereby recommends that the Commission approve the issuance of the Bonds. Section 20. Severability. If any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason, the r,;mainder 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 21. 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 7th day of November, 2000. lSEAL) ~ APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1f~ J-)-]d:ll Dwte 22 MiImi;~1f:6OIOv3 MiIlllli;lloc:wDtDt#:608Ovl EXHIBITS A THROUGH I ON FILE WITH THE AUTHORITY 1700 CONVENTION CENTER DRIVE. MIAMI BEACH FL 33139-1824 http:\\ci.miamiMbeach.f1.us CITY OF MIAMI BEACH TO: FROM: SUBJECT: COMMISSION MEMORANDUM NO. (P;)-O( Mayor Neisen O. Kasdin and Members of the City Commission DATE: January 31, 2001 Jorge M. Gonzalez '\, J..~ City Manager OU" - U RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $135,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000C (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT), NOT TO EXCEED $25,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 2000D (MOUNT SINAI MEDICAL CENTER OF FLORIDA PROJECT) AND NOT TO EXCEED $90,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, TAXABLE SERIES 2000E (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. ADMINISTRATION RECOMMENDATION Adopt the Resolution. Agenda ItemJ~lF Date:J-31-0L ANALYSIS By approving this Resolution, the City Commission is authorizing the following actions: . issuance and sale of not to exceed $135,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000C (Mount Sinai Medical Center of Florida Project), by the City of Miami Beach Health Facilities Authority; . issuance and sale of not to exceed $25,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Series 2000D (Mount Sinai Medical Center of Florida Project), by the City of Miami Beach Health Facilities Authority; and . issuance and sale of not to exceed $90,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Bonds, Taxable Series 2000E (Mount Sinai Medical Center of Florida Project), by the City of Miami Beach Health Facilities Authority. These Bonds and the interest thereon, shall not be deemed to constitute a debt, liability or obligation ofthe 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 or interest on the Bonds. The three series of Bonds proposed to be issued will accomplish the refinancing of the City of Miami Beach Health Facilities Authority (the "CMBHFA") Hospital Revenue Bonds, Series 2000A and Taxable Series 2000B (Mount Sinai Medical Center of Florida Project), issued on behalf of Mount Sinai Medical Center of Florida (the "Medical Center") in June of this year and the funding of additional capital improvements for the Medical Center. The Series 2000A and B Bonds were issued to refinance the CMBHF A Series 1992 Bonds approved on behalf of the Medical Center and to provide funds for the acquisition of ColumbialHCA's Miami Heart Institute (the "Miami Heart Institute") by the Medical Center. The financing in June was designed to provide an interim- financing vehicle until the Medical Center could issue longer-term debt and see the effects of assimilating the operation of the Miami Heart Institute into the operations of the Medical Center. The Medical Center feels it is appropriate now, because of favorable market conditions, to ask the CMBHF A to issue the three series of Bonds to provide, among other purposes, for the refinancing of CMBHF A Series 2000A and B Bonds. Listed below is a description of the CMBHF A Series 2000C, D and E Bonds and the purpose that each will accomplish when issued. $135,000,000 City of Miami Beach Healtb Facilities Authority Hospital Revenue Bonds. Series 2000C The CMBHFA Series 2000C Bonds will be tax-exempt bonds issued to refinance a portion of the CMBHFA Series 2000A Bonds on a long-term basis. The Bonds are expected to have a 30-year maturity at fixed rates with the minimum investment grade rating by both Fitch Investors and Standard & Poors. In addition a portion of the proceeds of the CMBHF A Series 2000 C Bonds will be used to fund certain capital improvements of the Medical Center. $25,000,000 City of Miami Beach Health Facilities Authority Hospital Revenue Bonds. Series 2000D The proceeds of the CMBHF A Series 2000D Bonds will be issued to refinance the CMBHF A Series 2000A Bonds that are not being refinanced with the proceeds of the CMBHF A Series 2000C Bonds. The Series 2000D Bonds are structured to be issued as tax -exempt bonds at fixed rates with a 30- year maturity. The primary purpose for the structure of the CMBHFA Series 2000D Bonds is to provide the Medical Center with the opportunity to refinance the CMBHF A Series 2000D Bonds into a combined tax-exempt bond issue with the CMBHFA Taxable Series 2000E Bonds on their call date. At the call date, the CMBHF A Taxable Series 2000E Bonds will be able to be refinanced on a tax -exempt basis. By including the CMBHF A Series 2000D Bonds in the refinancing, it will allow, under the tax law, for the maturity of the refunding bonds to be extended to 30 years. The Series 2000D Bonds will carry a minimum investment grade rating by both Fitch Investors and Standard & Poors. The Medical Center wants to have this debt structure available to them to minimize future annual debt service payments. $90,000,000 City of Miami Beach Health Facilities Authority Hospital Revenue Bonds. Taxable Series 2000E The CMBHF A Series 2000E Bonds will be issued to refinance the CMBHF A Series 2000B Bonds. Both series are taxable Bonds with variable rates of interest. The CMBHFA Series 2000 E Bonds will have interest rates that are based on the LIB OR Rate and are expected to mature before 2006; however, the Bonds may be refmanced with tax-exempt bonds by November 15, 2002. These bonds are also expected to have minimum investment grade ratings. Subsequent Transaction The CMBHF A and the City Commission should be aware that upon the issuance, sale and closing ofthe Bonds, the Medical Center may enter into agreements with certain financial institutions for the purpose of executing interest rate swaps. These agreements do not require the CMBHF A or the City's approval and will be authorized under the provision of the Medical Center's Master Trust Indenture. The agreements are expected to lower the Medical Center's cost of capital but will expose it to variable interest rate risk. If the bonds are issued subsequent to December 31, 2000, the series designation will be changed (i.e. Series 2001), subject to the approval of the Chairman or Vice-Chairman of the CMBHFA. Further, the bonds may be issued for one or more of the purposes set forth in the Resolution, as determined by the Medical Center and approved by the Chairman or Vice-Chairman of the CMBHF A. The issuance of the Bonds serves 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. BACKGROUND The City Commission of the City ofMiarni Beach adopted Ordinance No. 90-2701 on July 25, 1990, creating the CMBHF A 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 CMBHF A 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 CMBHF A as the final step in the approval process. On November 7, 2000, the CMBHF A adopted a Resolution authorizing the issuance of the CMBHF A Series 2000C, 2000D and 2000E Bonds, the proceeds of which will be used by the Medical Center to: (i) refund and defease the currently outstanding CMBHFA Hospital Revenue Bonds, Series 2000A and Taxable Series 2000B (Mount Sinai Medical Center of Florida Project); (ii) fund certain capital improvements at the Medical Center; (iii) fund certain capitalized interest for the Bonds; (iv) fund certain debt service reserves for the Bonds and (v) pay certain expenses in connection with the issuance of the Bonds. The CMBHF A also held a public hearing on November 7,2000, 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 CMBHF A's proposed issuance ofthe Series 2000C Bonds and the Series 2000D Bonds. On November 8, 2000, the City Commission deferred this item to the November 29, 2000 Commission meeting to hear comments from interested parties. On November 29, 2000, the City Commission approved a motion made by Commissioner Smith to remand the item back to the Health Facilities Authority. He requested that the following items be considered: 1) keeping both Mt. Sinai and Miami Heart emergency rooms open and fully staffed and; 2) to consider, absent a legal or contractual prohibition, the extension of privileges at Mt. Sinai, to all qualified doctors who had privileges at Miami Heart. Commissioner Dermer asked that the motion be amended for the total and open disclosure of any plan and that complete information be given with no lobbyist activities. Commissioner Smith accepted the amendment and requested that interested parties work to resolve issues with regard to emergency room service and doctors' privileges. Subsequently, Commissioner Garcia was appointed to act as liaison to assist the negotiation between the parties. He and the Manager have met with representatives of the leadership of the Medical Center and discussed the issues. The Medical Center has agreed to provide a letter giving assurances to the City that they intend to maintain the level of service in the emergency rooms at both the Mount Sinai and Miami Heart locations. Additionally, they have agreed to offer occupational health services to the City on the same basis as it is offered to the County. Further, they have considered the issue regarding the offer of privileges to doctors affiliated with Miami Heart previous to the acquisition, and have responded within the bounds of their current contractual arrangements. The Health Facilities Authority will consider the results of the negotiations at a meeting scheduled for January 30, 2001. CONCLUSION The Commission should adopt this Resolution to approve the issuance of the Bonds for the purpose detailed above, including the approval required under Section 147(f) of the Internal Revenue Code of 1986, as amended. ~~~~~J:~'onds refundingREV3.doc