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HFA
RESOLUTION NO. 1- 0 7 - 2
A RESOLUTION OF THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY
(THE "AUTHORITY ") (I) AUTHORIZING THE EXECUTION AND DELIVERY OF ONE
OR MORE BOND PURCHASE AGREEMENTS FOR THE SALE OF THE CITY OF SOUTH
MIAMI HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS (BAPTIST
HEALTH SOUTH FLORIDA OBLIGATED GROUP) (THE "SERIES 2007 BONDS ") TO BE
ISSUED BY THE AUTHORITY TO PROVIDE FUNDS TO (1) PAY OR REIMBURSE
BAPTIST HEALTH SOUTH FLORIDA, INC. (THE "PARENT "), BAPTIST HOSPITAL OF
MIAMI, INC. ( "BAPTIST HOSPITAL "), DOCTOR'S HOSPITAL, INC. ( "DOCTOR'S "),
HOMESTEAD HOSPITAL, INC. ( "HOMESTEAD "), MARINER'S HOSPITAL, INC.
( "MARINER'S "), SOUTH MIAMI HOSPITAL, INC. ( "SOUTH MIAMI ") AND WEST
KENDALL BAPTIST HOSPITAL, INC. ( "WEST KENDALL" AND, TOGETHER WITH THE
PARENT, BAPTIST HOSPITAL, DOCTOR'S, HOMESTEAD, MARINER'S AND SOUTH
MIAMI, THE `BORROWERS "), EACH A FLORIDA NOT FOR PROFIT, NONSTOCK
MEMBERSHIP CORPORATION, FOR THE PAYMENT OF, OR REFUND CERTAIN
PRIOR DEBT OBLIGATIONS THE PROCEEDS OF WHICH WERE USED TO PAY, OR TO
REFUND OTHER PRIOR DEBT OBLIGATIONS THE PROCEEDS OF WHICH WERE
USED TO PAY, COSTS OF ACQUIRING, CONSTRUCTING, RENOVATING,
REHABILITATING, FURNISHING AND EQUIPPING CERTAIN HEALTHCARE
FACILITIES, (2) REFUND CERTAIN PRIOR BONDS OF THE AUTHORITY, THE DADE
COUNTY HEALTH FACILITIES AUTHORITY AND THE CITY OF CORAL GABLES
HEALTH FACILITIES AUTHORITY ISSUED FOR THE BENEFIT OF SOME OR ALL OF
THE BORROWERS OR REFUND CERTAIN PRIOR DEBT OBLIGATIONS OF SOME OR
ALL OF THE BORROWERS INCURRED IN CONNECTION WITH SOME OR ALL OF THE
PRIOR BONDS, (3) FUND A DEBT SERVICE RESERVE FUND FOR THE BENEFIT OF
THE SERIES 2007 BONDS IF SUCH FUND IS DEEMED NECESSARY OR DESIRABLE
BY THE PARENT AND THE AUTHORITY, (4) PROVIDE FOR THE PAYMENT OF
INTEREST ON A PORTION OF THE SERIES 2007 BONDS IF DEEMED NECESSARY OR
DESIRABLE BY THE PARENT AND THE AUTHORITY AND (5) PAY CERTAIN COSTS
INCURRED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2007 BONDS AND
SUCH REFUNDINGS; (II) AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT OR STATEMENTS IN CONNECTION WITH THE ISSUANCE OF
THE SERIES 2007 BONDS; (III) AUTHORIZING THE EXECUTION AND DELIVERY OF
SEPARATE INTERLOCAL AGREEMENTS WITH THE MIAMI -DADE COUNTY HEALTH
FACILITIES AUTHORITY OR MIAMI -DADE COUNTY, FLORIDA, AND MONROE
COUNTY, FLORIDA REGARDING THE SERIES 2007 BONDS; (IV) AUTHORIZING
COUNSEL FOR THE AUTHORITY TO CONDUCT, ON BEHALF OF THE AUTHORITY,
THE PUBLIC HEARING REQUIRED BY SECTION 147(F) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, FOR THE ISSUANCE OF THE SERIES 2007 BONDS,
AND TO PUBLISH ALL NOTICES RELATING THERETO; (V) RECOMMENDING TO
THE MAYOR OF THE CITY OF SOUTH MIAMI, FLORIDA THAT THE MAYOR
APPROVE THE ISSUANCE OF THE SERIES 2007 BONDS FOR PURPOSES OF SECTION
147(f) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (VI)
AUTHORIZING THE CHAIR OR VICE CHAIR OF THE AUTHORITY OR COUNSEL TO
THE AUTHORITY TO IDENTIFY ON THE BOOKS AND RECORDS OF THE
CHI - 1573616x4
HFA 1 -07 -2
I AUTHORITY AN INTEREST RATE LOCK AGREEMENT OR AGREEMENTS RELATING
2 TO THE SERIES 2007 BONDS; (VII) PROVIDING FOR OTHER RELATED MATTERS;
3 AND (VIII) PROVIDING AN EFFECTIVE DATE.
4 WHEREAS, the City of South Miami Health Facilities Authority (the "Authority") was
5 created pursuant to the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida
6 Statutes, as amended (the "Act"), upon a determination of a need for the Authority by the South
7 Miami City Commission under Section 154.207(1) of the Act; and
8 WHEREAS, pursuant to City of South Miami Ordinance No. 11-95-1584 (the
9 "Ordinance"), Chapter 154, Part III and Chapter 159, Part 11, Florida Statutes, the Authority is
10 vested with the power to authorize the issuance and sale of bonds, and to take such other actions
11 identified in the title of this resolution, for the purpose of assisting health facilities in the
12 acquisition, construction, renovating, rehabilitating, furnishings, equipping, financing and
13 refinancing of projects; and,
14 WHEREAS, the Authority is authorized to issue revenue bonds and loan the proceeds
15 thereof to a "health facility," as defined in the Ordinance, for the purposes of financing the "cost"
16 of a "project," as such terms are defined in the Ordinance, and refunding its bonds, bonds issued
17 under Chapter 159, Part 11, Florida Statutes and outstanding obligations issued by or on behalf of
18 a health facility to provide funds for the cost of a project; and
19 WHEREAS, Baptist Health South Florida, Inc. (the "Parent"), Baptist Hospital of Miami,
20 Inc. ("Baptist Hospital"), Doctor's Hospital, Inc. ("Doctor's"), Homestead Hospital, Inc.
21 ("Homestead"), Mariner's Hospital, Inc. ("Mariner's"), South Miami Hospital, Inc. ("South
22 Miami"), and West Kendall Baptist Hospital, Inc. ("West Kendall" and, together with the Parent,
23 Baptist Hospital, Doctor's, Homestead, Mariner's and South Miami, the "Borrowers"), each a
24 Florida not for profit, nonstock membership corporation, have requested that the Authority issue
25 its bonds in one or more series (the "Series 2007 Bonds") in order to assist the Borrowers in
26 obtaining funds to be used to (i) pay or reimburse the Borrowers for the payment of, or refund
27 certain prior debt obligations the proceeds of which were used to pay, or refund other prior debt
28 obligations the proceeds of which were used to pay, costs of acquiring, constructing, renovating,
29 rehabilitating and equipping certain health facilities (the "Project"); (ii) refund all or a portion of
30 the outstanding portion of (a) the Dade County Health Facilities Authority's $116,400,000
31 Hospital Revenue Refunding Bonds, Series 1993A (Baptist Hospital of Miami Project) (the
32 "Series 1993A Bonds"); (b) the Issuer's $69,985,000 Hospital Revenue Refunding Bonds, Series
33 1995 (Baptist Health Systems Obligated Group) (the "Series 1995 Bonds"); (c) the Issuer's
34 $104,205,000 Hospital Revenue Bonds, Series 1998 (Baptist Health Systems Obligated Group)
35 (the "Series 1998 Bonds"); (d) the Issuer's $150,000,000 Hospital Revenue Bonds, Series 2003
36 (Baptist Health South Florida Obligated Group) (the "Series 2003 Bonds"); (e) the City of Coral
37 Gables Health Facilities Authority's $149,920,000 Hospital Revenue Bonds, Series 2004
38 (Baptist Health South Florida Obligated Group) (the "Series 2004 Bonds," and together with the
39 Series 1993A Bonds, the Series 1995 Bonds, the Series 1998 Bonds and the Series 2003 Bonds,
40 the "Prior Bonds") and (f) the Borrowers' outstanding obligations incurred in connection with
41 some or all of the Prior Bonds; (iii) fund a debt service reserve fund for the benefit of the Series
42 2007 Bonds if such fund is deemed necessary or desirable by the Parent and the Authority; (iv)
43 provide for the payment of interest on a portion of the Series 2007 Bonds if deemed necessary or
Page 2 of 8
CHI-15736160
Res. No. HFA 1 -07 -2
1 desirable by the Parent and the Authority; (v) pay certain costs incurred in connection with the
2 issuance of the Series 2007 Bonds and such refundings (collectively, the "Financing Purposes ");
3 and
4 WHEREAS, the Borrowers may request that the Authority enter into one or more Bond
5 Purchase Agreements for the sale of the Series 2007 Bonds (each, a "Bond Purchase
6 Agreement ") with the Borrowers and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
7 "Purchaser "); and
8 WHEREAS, a Preliminary Official Statement or Statements may be used and distributed
9 in connection with the sale of the Series 2007 Bonds; and
10 WHEREAS, in connection with the issuance of the Series 2007 Bonds, it will be
11 necessary for the Authority to conduct a duly noticed public hearing pursuant to the requirements
12 of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), for the
13 purpose of giving all interested persons an opportunity to express their views, either orally or in
14 writing, on the proposed issuance of the Series 2007 Bonds; and
15 WHEREAS, the Authority desires to recommend the issuance of the Series 2007 Bonds
16 for approval to the Mayor of the City of South Miami, Florida for purposes of Section 147(f) of
17 the Code; and
18 WHEREAS, a portion of the Financing Purposes involve projects and facilities which are
19 or will be located outside of the boundaries of the City of South Miami, Florida but within the
20 boundaries of Miami -Dade County, Florida or Monroe County, Florida; and
21 WHEREAS, the Authority is a "public agency" as defined in Section 163.01, Florida
22 Statutes, as amended, which is titled the "Florida Interlocal Cooperation Act of 1969" (the
23 " Interlocal Act ") and, as such, the "public agency" is authorized to enter into interlocal
24 agreements pursuant to the Interlocal Act, for the joint exercise of powers which it shares in
25 common with other public agencies and which such public agencies might exercise separately;
26 and
27 WHEREAS, the Authority has been requested to enter into separate interlocal agreements
28 with the Miami -Dade County Health Facilities Authority or Miami -Dade County, Florida, and
29 Monroe County, Florida, each a "public agency" under the Interlocal Act, to provide for the
30 issuance by the Authority of its Series 2007 Bonds for the benefit of the Borrowers;
31 WHEREAS, the Borrowers may request that the Authority identify on its books and
32 records an interest rate lock agreement or agreements relating to all or a portion of the Series
33 2007 Bonds; and
34 WHEREAS, in order to accomplish economies of scale and other cost savings, and to
35 reduce the costs of providing health care services in the areas served by the Borrowers, the
36 Authority desires to assist the Borrowers by issuing the Series 2007 Bonds and will therefore
37 begin the proceedings necessary to enable it to issue the Series 2007 Bonds to provide funds for
38 the Financing Purposes; and
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CHI- 1573616v4
Res. No. HFA 1-07-2
I NOW, THEREFORE, Be It Resolved by the City of South Miami Health Facilities
2 Authority as follows:
3 Section 1. Findings. The Authority hereby finds and determines that:
4 (1) The Borrowers are each a "health facility" within the meaning of Section
5 2(f) of the Ordinance.
6 (2) The Authority deems it proper to delegate to either its Chair or Vice Chair
7 the power to execute and deliver, in the name of, for, and on behalf of, the Authority, one or
8 more Bond Purchase Agreements among the Authority, the Borrowers and the Purchaser, in such
9 form, and containing such provisions, as the individual executing the Bond Purchase Agreements
10 in the name of, for and on behalf of, the Authority shall determine, subject to the specific
11 limitations hereinafter set forth.
12 (3) The Authority deems it proper to delegate to its counsel the authority to
13 hold, on its behalf, the public hearing required by Section 147(f) of the Code and to publish any
14 and all notices related thereto.
15 (4) The Authority deems it proper to delegate to either its Chair or Vice Chair
16 the power to approve the distribution of, in the name of, for, and on behalf of, the Authority, a
17 Preliminary Official Statement or Statements, in such form, and containing such provisions, as
18 such Chair or Vice Chair shall determine.
19 (5) The Authority deems it proper to delegate to either its Chair or Vice Chair
20 or its counsel the power to take all such actions as are necessary to identify on the books and
21 records of the Authority any interest rate lock agreement or agreements relating to some or all of
22 the Series 2007 Bonds.
23 (6) The Authority deems it proper to delegate to either its Chair or Vice Chair
24 the power to execute and deliver, in the name of, for, and on behalf of, the Authority, an
25 Interlocal Agreement between the Authority and the Miami-Dade County Health Facilities
26 Authority or Miami-Dade County and an Interlocal Agreement between the Authority and
27 Monroe County, Florida, each in such form, and containing such provisions, as the individual
28 executing the Interlocal Agreements in the name of, for and on behalf of, the Authority shall
29 determine.
30 Section 2. Approval of Negotiated Sale. Pursuant to Section 218.385 of the Florida
31 Statutes, as amended, the sale of the Bonds to the Purchaser on the basis of a negotiated sale
32 rather than a public sale by competitive bid is in the best interests of the Authority and the
33 Borrowers; and the Authority hereby further finds and determines that the following reasons
34 necessitate such sale of the Series 2007 Bonds to the Purchaser through a negotiated sale:
35 (1) Bonds issued by public bodies for the benefit of not-for-profit hospital
36 corporations ("Hospital Bonds") generally involve specialized situations and transactions which
37 need detailed analysis, structuring and explanation throughout the course of the issue by
38 sophisticated financial advisors, underwriters, investment bankers and similar parties, such as the
39 Purchaser, experienced in the structuring of issues of Hospital Bonds (hereinafter referred to
CHI - 1573616x4
Res. No. HFA 1-07-2
I collectively as "Health-care Underwriters" and individually as a "Health-care Underwriter"),
2 much of which would not generally be available on a timely basis from the ultimate underwriter
3 of Hospital Bonds issued pursuant to a public competitive sale.
4 (2) Hospital Bond issues generally involve a rather detailed and often
5 complicated explanation to potential investors of the structure of the issue, the nature of the
6 underlying hospital corporation and the impact upon each of the foregoing of federal and state
7 health care regulations, including Medicare and Medicaid practices and procedures, and the
8 assistance of a Health-care Underwriter in preparing necessary offering memoranda, official
9 statements and related information is desirable from the standpoint of the hospital corporation
10 involved in the issue and from the standpoint of the public body issuing the Hospital Bonds in
I I insuring full and accurate disclosure of all relevant information.
12 (3) For the foregoing and related reasons, most of the Hospital Bonds
13 heretofore issued throughout the United States have involved participation throughout the
14 structuring and offering process of Health-care Underwriters who have purchased or arranged for
15 the purchase of the Hospital Bonds through a negotiated sale rather than through a public sale by
16 competitive bid; accordingly, the market may well be more receptive to an issue of Hospital
17 Bonds sold on a negotiated basis than to one sold by competitive public sale.
18 (4) Consequently, the presence of the Purchaser throughout the structuring of
19 the Series 2007 Bonds is desirable in attempting to obtain the most attractive financing for the
20 Authority and the Borrowers.
21 Section 3. Authorization of Execution and Delivery of One or More Bond Purchase
22 Agreements.
23 The Authority does hereby authorize and approve the execution and delivery, in the name
24 of, for, and on behalf of, the Authority by either its Chair or Vice Chair, of one or more Bond
25 Purchase Agreements among the Authority, the Borrowers and the Purchaser, or, with the
26 approval of the Parent, such other or additional underwriter or underwriters as shall be
27 determined by the individual executing the Bond Purchase Agreements in the name of, for, and
28 on behalf of, the Authority, providing for the issuance and sale of the Series 2007 Bonds in an
29 aggregate principal amount not to exceed $800,000,000, plus any original issue discount and
30 excluding any original issue premium, upon such terms and conditions as the individual
31 executing the Bond Purchase Agreements in the name of, for, and on behalf of, the Authority
32 shall determine, including, but not limited to, such interest rates and purchase prices as such
33 individual shall determine; provided, however, that any Series 2007 Bonds bearing interest at
34 fixed rates shall bear interest at stated rates not exceeding 5.5% per annum and any Series 2007
35 Bonds bearing interest at variable rates shall bear interest initially at rates not exceeding 5% per
36 annum and that under the Bond Purchase Agreements the aggregate purchase price of the Series
37 2007 Bonds, excluding any original issue discount, shall not be less than 98% of the aggregate
38 principal amount thereof, plus accrued interest, if any, thereon; and provided further that the total
39 compensation paid for the services of the Purchaser, including any underwriting discount but not
40 including any fees paid to the Purchaser under any interest rate lock agreement or agreements,
41 shall not exceed an amount equal to 2.00% of the aggregate face amount of the Series 2007
42 Bonds. The determinations hereunder by the individual executing the Bond Purchase
Page 5 of 8
CHI-1573616v4
Res. No. HFA 1-07-2
I Agreements in the name of, for, and on behalf of, the Authority shall be conclusively evidenced
2 by such person's execution and delivery of the Bond Purchase Agreements. When the Bond
3 Purchase Agreements are executed and delivered on behalf of the Authority as hereinabove
4 provided, such Bond Purchase Agreements shall be binding upon the Authority; provided that
5 the Series 2007 Bonds shall not be issued until the Authority has approved the issuance of the
6 Series 2007 Bonds.
7 The award of the sale of the Series 2007 Bonds to the Purchaser is expressly conditioned
8 upon the receipt by the Authority of a disclosure statement of the Purchaser prepared in
9 accordance with Section 218.385 of the Florida Statutes, as amended, which receipt shall be
10 evidenced by the Authority's execution and delivery of the Bond Purchase Agreements. The
11 Bond Purchase Agreements shall also contain a "Truth-in-Bonding Statement" in conformance
12 with the requirements of Section 218.385 of the Florida Statutes, as amended.
13 Section 4. Authorization of Execution and Delivery of Interlocal Agreements.
14 The Authority does hereby authorize and approve the execution by the Chair or Vice
15 Chair of the Authority and the delivery of an Interlocal. Agreement between the Authority and
16 the Miami-Dade County Health Facilities Authority or Miami-Dade County, Florida and an
17 Interlocal Agreement between the Authority and Monroe County, Florida. The Interlocal
18 Agreements shall each be in substantially the forms attached hereto and marked Exhibit A and
19 each is hereby approved, with such changes therein as shall be approved by the Chair or Vice
20 Chair executing the same, with such execution to constitute conclusive evidence of such officer's
21 approval and the Authority's approval of any changes therein from the form of Interlocal.
22 Agreements attached hereto.
23 Section 5. Authorization of Preliminary Official Statement.
24 The Authority hereby authorizes the use and distribution by the Purchaser of a
25 Preliminary Official Statement or Statements of the Authority and the Borrowers (each a
26 "Preliminary Official Statement"), in such form, and containing such provisions, as is acceptable
27 to the Chair or Vice Chair of the Authority, in connection with the offering of the Series 2007
28 Bonds.
29 Section 6. Public Hearing.
30 The Authority hereby authorizes the Authority's counsel, Luis Figueredo, or any other
31 lawyer in his law firm (the "Authority's Counsel") to hold, on behalf of the Authority, the public
32 hearing required by Section 147(f) of the Code for the purpose of giving all interested persons an
33 opportunity to express their views, either orally or in writing, on the proposed issuance of the
34 Series 2007 Bonds, at such time and place and in such manner as he deems appropriate. The
35 Authority also hereby authorizes the Authority's Counsel, to publish any notices required to
36 published in connection with such public hearing.
•._ 0=1
CHI-15736160
Res. No. HFA 1-07-2
I Section 7. Recommendation of Approval of Issuance of Bonds for Purposes of
2 Section 147(D of the Code.
3 Following the duly noticed public hearing described in Section 6 above, the Authority
4 hereby recommends the issuance of the Series 2007 Bonds in an aggregate principal amount not
5 to exceed $800,000,000 plus any original issue discount and excluding any original issue
6 premium for approval to the Mayor of the City of South Miami, Florida for purposes of said
7 Section 147(f) of the Code.
8 Section 8. Identification of Interest Rate Lock Agreements.
9 The Authority hereby authorizes its Chair or Vice Chair or the Authority's Counsel to
10 take all such actions necessary to identify on the books and records of the Authority any interest
11 rate lock agreement or agreements relating to the Series 2007 Bonds.
12 Section 9. Designation of Attesting Member.
13 or, in the case of such Member's absence or inability to act,
14 (together, the "Designated Members"), are hereby designated and
15 authorized on behalf of the Authority to attest to the seal of the Authority and to the signature of
16 the Chair or Vice Chair of the Authority as they appear on the Bond Purchase Agreements and
17 Interlocal Agreements, and any other documents which may be necessary or helpful in
18 connection with the issuance and delivery of the Series 2007 Bonds and in connection with the
19 application of the proceeds thereof,
20 Section 10. Ratification of Acts.
21 All of the things and doings of the Members, officials, officers, agents and employees of
22 the Authority which are in conformity with the intent and purposes of this Resolution, whether
23 heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
24 Section 11. Severability.
25 If any section, paragraph, clause or provision of this Resolution shall be held to be invalid
26 or ineffective for any reason, the remainder of this Resolution shall continue in full force and
27 effect, it being expressly hereby found and declared that the remainder of this Resolution would
28 have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or
29 provision.
30 Section 12. Effective Date.
31 This Resolution shall take effect immediately upon its adoption, and any provisions of
32 any previous resolutions in conflict with the provisions herein are hereby superseded.
Page 7 of 8
CHI-1573616v4
Res. No. HFA 1-07-2
2
W
PASSED AND ADOPTED this 22nd dt
ATTEST:
UTHORITY CLERK
READ AND APPROVED AS TO FORM:
y.
. ..........
AUTHORITY COUNS"rL'
CHI - 1573616x4
BOARD VOTE:
4-0
Chair Ari-, ona:
Yea
Vice Chair Acker:
Yea
Member Capo:
Yea
Member Manx :
Yea
Member Gaircia:
absent
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