A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE ISSUANCE AND SALE OF (I) NOT TO EXCEED $35,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE REFUNDING BONDS, SERIES 2021 (MOUNT SINAI MEDICAL CENTER OF FLORIDA), AND (II) NOT TO EXCEED $75,000,000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY HOSPITAL  REVENUE REFUNDING BONDS, SERIES 2022 (MOUNT SINAI MEDICAL CENTER OF FLORIDA), BY THE CITY OF MIAMI BEACH HEALTH FACILITIES AUTHORITY, INCLUDING THE APPROVAL REQUIRED BY SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OR THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR; AND PROVIDING AN EFFECTIVE DATE.

The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida adopt the resolution which approves the Bond Resolutions and the issuance and sale of the Bonds by the Authority as detailed below, including the approval of the plan of financing regarding the issuance of the Bonds in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended.

By approving this Resolution, the City Commission is approving the issuance and sale of not to exceed $35,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2021 (Mount Sinai Medical Center of Florida) (the “Series 2021 Bonds”) and not to exceed $75,000,000 principal amount of City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2022 (Mount Sinai Medical Center of Florida) (the “Series 2022 Bonds” and together with the Series 2021 Bonds, the “Bonds”).

The proceeds of the Series 2021 Bonds 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 to (a) refund a portion of the City of Miami Beach Health Facilities Authority Hospital Revenue and Refunding Bonds, Series 2014 (Mount Sinai Medical Center of Florida) (the “Refunded Bonds”) previously issued for the Medical Center, and (b) pay expenses in connection with the issuance of the Series 2021 Bonds and refunding the Refunded Bonds.

The proceeds of the Series 2022 Bonds will be loaned to the Medical Center and used to (a) refund a loan (the “TD Bank Loan”) being obtained by the Medical Center from TD Bank, N.A. (the “Purchaser”) that will refund and defease a portion of the City of Miami Beach Health Facilities Authority Hospital Revenue Refunding Bonds, Series 2012 (Mount Sinai Medical Center of Florida), previously issued for the Medical Center, and (b) pay expenses in connection with the issuance of the Series 2022 Bonds and the refunding the TD Bank Loan.

The Bonds will not constitute debt or obligation of the City of Miami Beach or of the State of Florida or of any political subdivision thereof, but shall be payable solely from the revenues referred to in the respective Bonds Resolutions, 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.

The City Commission of the City of Miami Beach adopted Ordinance No. 90-2701 on July 25, 1990, creating the City of Miami Beach Health Facilities Authority (the "Authority'') to assist health facilities in the acquisition, construction, financing, and refinancing of health facility related projects in the City.

The Ordinance, as amended, provides that the Authority can issue bonds and notes to of provide funds to pay all or part of the cost of any project or any other lawful purpose and to issue refunding bonds. The Ordinance provides that the City Commission must approve any bonds issued by the Authority as the final step in the approval process.

As a result of the current low interest rate environment, the Medical Center requested that the Authority assist them in the issuance of the Bonds. The Bonds will be sold in a negotiated sale through a direct purchase by TD Bank, N.A. (the “Purchaser”).  The Series 2014 Bonds, which will be refunded by the Series 2021 Bonds, are eligible for a tax-exempt refunding as they are currently callable.  Since the Series 2012 Bonds are not currently callable, they will be refunded by the TD Bank Loan, which will then be refunded by the Series 2022 Bonds to be issued in November 2022. To lock in the refunding savings under current favorable market conditions, the Series 2022 Bonds will be sold to the Purchaser in accordance with a Forward Bond Purchase Agreement to be entered into among the Authority, the Medical Center and the Purchaser in mid- February, 2021. To lock in refunding savings under current favorable market conditions, the Series 2022 Bonds will be sold to the Purchaser in accordance with a Forward Bond Purchase Agreement entered into among the Authority, the Medical Center and the Purchaser.  The interest rate on the Bonds will be locked in mid- February, 2021, and the Series 2022 Bonds will be purchased on November 15, 2022.

The Authority held a public hearing on February 1, 2021, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended, to provide all interested persons an opportunity to express their views in connection with the Authority’s proposed plan of financing regarding the issuance of the Bonds.  The Authority then adopted the Bond Resolutions authorizing the issuance of the Bonds.

The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida adopt the resolution which approves the Bond Resolutions and the issuance and sale of the Bonds by the Authority as detailed above, including the approval of the plan of financing regarding the issuance of the Bonds in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended.