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RESOLUTION NO. HFA 2-07-3
A RESOLUTION OF THE CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY
(THE "AUTHORITY "), (I) AUTHORIZING THE ISSUANCE AND SALE BY THE
AUTHORITY OF ITS CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY
HOSPITAL REVENUE BONDS (BAPTIST HEALTH SOUTH FLORIDA OBLIGATED
GROUP) (THE "SERIES 2007 BONDS ") IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $800,000,000, EXCLUDING ORIGINAL ISSUE DISCOUNT AND ORIGINAL
ISSUE PREMIUM, TO PROVIDE FUNDS TO (1) PAY OR REIMBURSE BAPTIST
HEALTH SOUTH FLORIDA, INC. ( "BHSF "), BAPTIST HOSPITAL OF MIAMI, INC.
( "BAPTIST HOSPITAL "), BAPTIST OUTPATIENT SERVICES, INC. ( "BOS "), DOCTORS
HOSPITAL, INC. ( "DOCTORS HOSPITAL "), HOMESTEAD HOSPITAL, INC.
( "HOMESTEAD HOSPITAL "), MARINERS HOSPITAL, INC. ( "MARINERS HOSPITAL "),
SOUTH MIAMI HOSPITAL, INC. ( "SOUTH MIAMI HOSPITAL ") AND WEST KENDALL
BAPTIST HOSPITAL, INC. ( "WEST KENDALL HOSPITAL" AND, TOGETHER WITH
BHSF, BAPTIST HOSPITAL, BOS, DOCTORS HOSPITAL, HOMESTEAD HOSPITAL,
MARINERS HOSPITAL AND SOUTH MIAMI HOSPITAL, THE "BORROWERS "), EACH
A FLORIDA NOT FOR PROFIT, NONSTOCK MEMBERSHIP CORPORATION, FOR THE
PAYMENT OF, OR TO REFUND 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 BHSF AND THE AUTHORITY, (4) PROVIDE FOR THE
PAYMENT OF INTEREST ON A PORTION OF THE SERIES 2007 BONDS IF DEEMED
NECESSARY OR DESIRABLE BY BHSF 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 EXECUTION AND
DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS FOR THE SALE OF
THE SERIES 2007 BONDS; (III) AUTHORIZING THE EXECUTION AND DELIVERY OF
SEPARATE INTERLOCAL AGREEMENTS WITH THE MIAMI -DADE COUNTY HEALTH
FACILITIES AUTHORITY, MIAMI -DADE COUNTY, FLORIDA AND MONROE
COUNTY, FLORIDA REGARDING THE SERIES 2007 BONDS; (IV) AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND TRUST INDENTURE SECURING THE
SERIES 2007 BONDS; (V) AUTHORIZING THE EXECUTION AND DELIVERY OF A
LOAN AGREEMENT PROVIDING FOR THE LOAN OF THE PROCEEDS OF THE SERIES
2007 BONDS TO THE BORROWERS; (VI) APPROVING THE MASTER TRUST
INDENTURE OF THE BORROWERS; (VII) AUTHORIZING THE EXECUTION AND
DELIVERY OF A TAX EXEMPTION AGREEMENT WITH RESPECT TO THE SERIES
2007 BONDS; (VIII) RATIFYING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND AUTHORIZING THE EXECUTION, DELIVERY AND DISTRIBUTION
CHI- 1580142v5
Res. No. HFA 2 -07 -3
1 OF AN OFFICIAL STATEMENT IN CONNECTION WITH THE ISSUANCE OF THE
2 SERIES 2007 BONDS; (IX) PROVIDING THAT THE SERIES 2007 BONDS SHALL NOT
3 CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF SOUTH MIAMI,
4 FLORIDA, THE MIAMI -DADE COUNTY HEALTH FACILITIES AUTHORITY, MIAMI -
5 DADE COUNTY, FLORIDA, MONROE COUNTY, FLORIDA, OR THE STATE OF
6 FLORIDA OR OF ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, BUT SHALL
7 BE PAYABLE SOLELY FROM THE REVENUES PROVIDED THEREFOR, AND THAT
8 NEITHER THE FAITH AND CREDIT NOR ANY TAXING POWER OF THE CITY OF
9 SOUTH MIAMI, FLORIDA, THE AUTHORITY, THE MIAMI -DADE COUNTY HEALTH
10 FACILITIES AUTHORITY, MIAMI -DADE COUNTY, FLORIDA, MONROE COUNTY,
11 FLORIDA, OR THE STATE OF FLORIDA OR OF ANY POLITICAL SUBDIVISION OR
12 AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF,
13 PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2007 BONDS; (X) PROVIDING FOR
14 OTHER RELATED MATTERS; AND (XI) PROVIDING AN EFFECTIVE DATE.
15 WHEREAS, the City of South Miami Health Facilities Authority (the "Authority ") was
16 created pursuant to the Health Facilities Authorities Law, Part III of Chapter 154 of the Florida
17 Statutes, as amended (the "Act "), upon a determination of a need for the Authority by the South
18 Miami City Commission under Section 154.207(1) of the Act; and
19 WHEREAS, pursuant to City of South Miami Ordinance No. I1 -95 -1584 (the
20 "Ordinance "), Chapter 154, Part III and Chapter 159, Part II, Florida Statutes, the Authority is
21 vested with the power to authorize the issuance and sale of bonds, and to take such other actions
22 identified in the title of this Resolution, for the purpose of assisting health facilities in the
23 acquisition, construction, renovating, rehabilitating, furnishing, equipping, financing and
24 refinancing of projects; and,
25 WHEREAS, the Authority is authorized to issue revenue bonds and loan the proceeds
26 thereof to a "health facility," as defined in the Ordinance, for the purposes of financing the "cost"
27 of a "project," as such terms are defined in the Ordinance, and refunding its bonds, bonds issued
28 under Chapter 159, Part II, Florida Statutes and outstanding obligations or advances issued, made
29 or given by or on behalf of a health facility to provide funds for the cost of a project; and
30 WHEREAS, Baptist Health South Florida, Inc. ( "BHSF "), Baptist Hospital of Miami,
31 Inc. ( "Baptist Hospital "), Baptist Outpatient Services, Inc. ( "BOS "), Doctors Hospital, Inc.
32 ( "Doctors Hospital "), Homestead Hospital, Inc. ( "Homestead Hospital "), Mariners Hospital, Inc.
33 ( "Mariners Hospital "), South Miami Hospital, Inc. ( "South Miami Hospital ") and West Kendall
34 Baptist Hospital, Inc. ( "West Kendall Hospital" and, together with BHSF, Baptist Hospital, BOS,
35 Doctors Hospital, Homestead Hospital, Mariners Hospital and South Miami Hospital, the
36 "Borrowers "), each a Florida not for profit, nonstock membership corporation, have requested
37 that the Authority issue its bonds in one or more series in order to assist the Borrowers in
38 obtaining funds to be used to (i) pay or reimburse the Borrowers for the payment of, or refund
39 certain prior debt obligations the proceeds of which were used to pay, costs of acquiring,
40 constructing, renovating, rehabilitating and equipping certain health facilities (the "Project "); (ii)
41 refund all or a portion of the outstanding portion of (a) the Dade County Health Facilities
42 Authority's $116,400,000 Hospital Revenue Refunding Bonds, Series 1993A (Baptist Hospital
43 of Miami Project) (the "Series 1993A Bonds "); (b) the Issuer's $69,985,000 Hospital Revenue
Page 2ofII
CHI- 1580142v5
Res. No. HFA 2 -07 -3
1 Refunding Bonds, Series 1995 (Baptist Health Systems Obligated Group) (the "Series 1995
2 Bonds "); (c) the Issuer's $104,205,000 Hospital Revenue Bonds, Series 1998 (Baptist Health
3 Systems Obligated Group) (the "Series 1998 Bonds "); (d) the Issuer's $150,000,000 Hospital
4 Revenue Bonds, Series 2003 (Baptist Health South Florida Obligated Group) (the "Series 2003
5 Bonds "); (e) the City of Coral Gables Health Facilities Authority's $149,920,000 Hospital
6 Revenue Bonds, Series 2004 (Baptist Health South Florida Obligated Group) (the "Series 2004
7 Bonds," and together with the Series 1993A Bonds, the Series 1995 Bonds, the Series 1998
8 Bonds and the Series 2003 Bonds, the "Prior Bonds ") and (f) the Borrowers' outstanding
9 obligations incurred in connection with some or all of the Prior Bonds; (iii) fund a debt service
10 reserve fund for the benefit of the Series 2007 Bonds (as hereinafter defined) if such fund is
11 deemed necessary or desirable by BHSF and the Authority; (iv) provide for the payment of
12 interest on a portion of the Series 2007 Bonds if deemed necessary or desirable by BHSF and the
13 Authority; and (v) pay certain costs incurred in connection with the issuance of the Series 2007
14 Bonds and such refundings (collectively, the "Financing Purposes "); and
15 WHEREAS, in order to obtain funds for such Financing Purposes, the Authority desires
16 to authorize the issuance and sale of not to exceed $800,000,000 in aggregate principal amount,
17 excluding any original issue discount and original issue premium, of its City of South Miami
18 Health Facilities Authority Hospital Revenue Bonds (Baptist Health South Florida Obligated
19 Group) (the "Series 2007 Bonds ") and the loan of the proceeds from the sale of the Series 2007
20 Bonds to the Borrowers, all under and pursuant to the Bond Indenture and the Loan Agreement
21 hereinafter referred to; and
22 WHEREAS, a portion of the Financing Purposes involve projects and facilities which are
23 or will be located outside of the boundaries of the City of South Miami, Florida but within the
24 boundaries of Miami -Dade County, Florida or Monroe County, Florida; and
25 WHEREAS, the Authority is a "public agency" as defined in Section 163.01, Florida
26 Statutes, as amended, which is titled the "Florida Interlocal Cooperation Act of 1969" (the
27 "Interlocal Act ") and, under the Interlocal Act, a "public agency" is authorized to enter into
28 interlocal agreements pursuant to the Interlocal Act, for the joint exercise of powers which it
29 shares in common with other public agencies and which such public agencies might exercise
30 separately; and
31 WHEREAS, the Authority has been requested to enter into separate interlocal agreements
32 with the Miami -Dade County Health Facilities Authority, Miami -Dade County, Florida and
33 Monroe County, Florida, each a "public agency" under the Interlocal Act, to provide for the
34 issuance by the Authority of its Series 2007 Bonds for the benefit of the Borrowers; and
35 WHEREAS, the Authority further desires to authorize the sale of the Series 2007 Bonds
36 by a negotiated sale to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter "),
37 since BHSF has requested such sale to the Underwriter and since it appears to the Authority, for
38 the reasons hereinafter set forth, that a negotiated sale of the Series 2007 Bonds rather than a
39 public sale by competitive bid is in the best interests of the Authority and the Borrowers; and
Page 3 of 11
CHI- 1580142v5
Res. No. HFA 2-07-3
I WHEREAS, the Borrowers may request that the Authority enter into one or more Bond
2 Purchase Agreements for the sale of the Series 2007 Bonds (each, a "Bond Purchase
3 Agreement") with the Borrowers and the Underwriter; and
4 WHEREAS, a Preliminary Official Statement has been used and distributed in
5 connection with the sale of the Series 2007 Bonds and an Official Statement or Statements will
6 be used and distributed in connection with the sale of the Series 2007 Bonds; and
7 WHEREAS, authorizing the issuance and sale of the Series 2007 Bonds, as provided for
8 in this Resolution, furthers the purpose of the Ordinance.
9 NOW, THEREFORE, Be It Resolved by the City of South Miami Health Facilities
10 Authority as follows:
11 Section 1. Findings. The Authority hereby finds and determines that:
12 (1) The Borrowers are each a "health facility" within the meaning of Section
13 2(f) of the Ordinance.
14 (2) Pursuant to Section 4 of the Ordinance, the Authority is authorized and
15 empowered to enter into the Loan Agreement hereinafter referred to.
16 (3) The Authority deems it proper to ratify the prior use and distribution of a
17 Preliminary Official Statement and to delegate to either its Chair or Vice Chair the power to
18 approve the execution and delivery of, in the name of, for, and on behalf of, the Authority, an
19 Official Statement, in such form, and containing such provisions, as such Chair or Vice Chair
20 shall determine.
21 (4) The Authority deems it proper to delegate to either its Chair or Vice Chair
22 the power to execute and deliver, in the name of, for, and on behalf of, the Authority, an
23 Interlocal Agreement between the Authority and the Miami-Dade County Health Facilities
24 Authority, an Interlocal Agreement between the Authority and Miami-Dade County, Florida, and
25 an Interlocal Agreement between the Authority and Monroe County, Florida, each in such form,
26 and containing such provisions, as the individual executing the Interlocal Agreements in the
27 name of, for and on behalf of, the Authority shall determine.
28 (5) The Authority deems it proper to delegate to either its Chair or Vice Chair
29 the power to execute and deliver, in the name of, for, and on behalf of, the Authority, the Loan
30 Agreement, Bond Indenture and Tax Exemption Agreement hereinafter referred to, each in such
31 form, and containing such provisions, as the individual executing each such document in the
32 name of, for and on behalf of, the Authority shall determine.
33 (6) The Authority deems it proper to delegate to either its Chair or Vice Chair
34 the power to approve, in the name of, for, and on behalf of, the Authority, the Master Indenture
35 and Obligation hereinafter referred to, each in such form, and containing such provisions, as the
36 individual executing the Loan Agreement in the name of, for and on behalf of, the Authority
37 shall determine.
Page 4 of 11
CHI-1580142v5
Res. No. HFA 2 -07 -3
1 (7) The Authority deems it proper to delegate to either its Chair or Vice Chair
2 the power to execute and deliver, in the name of, for, and on behalf of, the Authority, one or
3 more Bond Purchase Agreements among the Authority, the Borrowers and the Underwriter, each
4 in such form, and containing such provisions, as the individual executing each such document in
5 the name of, for and on behalf of, the Authority shall determine.
6 Section 2. Approval of Negotiated Sale. Pursuant to Section 218.385 of the Florida
7 Statutes, as amended, the sale of the Series 2007 Bonds to the Underwriter on the basis of a
8 negotiated sale rather than a public sale by competitive bid is in the best interests of the
9 Authority and the Borrowers; and the Authority hereby further finds and determines that the
10 following reasons necessitate such sale of the Series 2007 Bonds to the Underwriter through a
11 negotiated sale:
12 (1) Bonds issued by public bodies for the benefit of not - for - profit hospital
13 corporations ( "Hospital Bonds ") generally involve specialized situations and transactions which
14 need detailed analysis, structuring and explanation throughout the course of the issue by
15 sophisticated financial advisors, underwriters, investment bankers and similar parties, such as the
16 Underwriter, experienced in the structuring of issues of Hospital Bonds (hereinafter referred to
17 collectively as "Health -care Underwriters" and individually as a "Health -care Underwriter "),
18 much of which would not generally be available on a timely basis from the ultimate underwriter
19 of Hospital Bonds issued pursuant to a public competitive sale.
20 (2) Hospital Bond issues generally involve a rather detailed and often
21 complicated explanation to potential investors of the structure of the issue, the nature of the
22 underlying hospital corporation and the impact upon each of the foregoing of federal and state
23 health care regulations, including Medicare and Medicaid practices and procedures, and the
24 assistance of a Health -care Underwriter in preparing necessary offering memoranda, official
25 statements and related information is desirable from the standpoint of the hospital corporation
26 involved in the issue and from the standpoint of the public body issuing the Hospital Bonds in
27 insuring full and accurate disclosure of all relevant information.
28 (3) For the foregoing and related reasons, most of the Hospital Bonds
29 heretofore issued throughout the United States have involved participation throughout the
30 structuring and offering process of Health -care Underwriters who have purchased or arranged for
31 the purchase of the Hospital Bonds through a negotiated sale rather than through a public sale by
32 competitive bid; accordingly, the market may well be more receptive to an issue of Hospital
33 Bonds sold on a negotiated basis than to one sold by competitive public sale.
34 (4) Consequently, the presence of the Underwriter throughout the structuring
35 of the Series 2007 Bonds is desirable in attempting to obtain the most attractive financing for the
36 Authority and the Borrowers.
37 Section 3. Authorization of Execution and Delivery of One or More Bond Purchase
38 Agreements.
39 The Authority does hereby authorize and approve the execution and delivery, in the name
40 of, for, and on behalf of, the Authority by either its Chair or Vice Chair, of one or more Bond
Page 5 of 11
CHM 580142v5
Res. No. HFA 2-07-3
I Purchase Agreements among the Authority, the Borrowers and the Underwriter, or, with the
2 approval of BHSF, such other or additional underwriter or underwriters as shall be determined
3 by the individual executing the Bond Purchase Agreements in the name of, for, and on behalf of,
4 the Authority, providing for the issuance and sale of the Series 2007 Bonds in an aggregate
5 principal amount not to exceed $800,000,000, excluding any original issue discount and any
6 original issue premium, upon such terms and conditions as the individual executing the Bond
7 Purchase Agreements in the name of, for, and on behalf of, the Authority shall determine,
8 including, but not limited to, such interest rates and purchase prices as such individual shall
9 determine; provided, however, that under the Bond Purchase Agreements the aggregate purchase
10 price of the Series 2007 Bonds, excluding any original issue discount, shall not be less than 98%
11 of the aggregate principal amount thereof, plus accrued interest, if any, thereon; and provided
12 further that the total compensation paid for the services of the Underwriter, including any
13 underwriting discount but not including any fees paid to the Underwriter under any interest rate
14 lock agreement or agreements, shall not exceed an amount equal to 2.00% of the aggregate face
15 amount of the Series 2007 Bonds. The determinations hereunder by the individual executing the
16 Bond Purchase Agreements in the name of, for, and on behalf of, the Authority shall be
17 conclusively evidenced by such person's execution and delivery of the Bond Purchase
18 Agreements. When the Bond Purchase Agreements are executed and delivered on behalf of the
19 Authority as hereinabove provided, such Bond Purchase Agreements shall be binding upon the
20 Authority.
21 The award of the sale of the Series 2007 Bonds to the Underwriter is expressly
22 conditioned upon the receipt by the Authority of a disclosure statement of the Underwriter
23 prepared in accordance with Section 218.385 of the Florida Statutes, as amended, which receipt
24 shall be evidenced by the Authority's execution and delivery of the Bond Purchase Agreements.
25 The Bond Purchase Agreements shall also contain a "Truth-in-Bonding Statement" in
26 conformance with the requirements of Section 218.385 of the Florida Statutes, as amended.
27 Section 4. Authorization of Execution and Delivery of Interlocal Agreements.
28 The Authority does hereby authorize and approve the execution by the Chair or Vice
29 Chair of the Authority and the delivery of an Interlocal Agreement between the Authority and
30 Miami-Dade County, Florida, an Interlocal Agreement between the Authority and the Miami-
31 Dade County Health Facilities Authority and an Interlocal Agreement between the Authority and
32 Monroe County, Florida (the "Interlocal Agreements"). The Interlocal Agreements shall be in
33 substantially the forms attached hereto and marked Exhibit A and each is hereby approved, with
34 such changes therein as shall be approved by the Chair or Vice Chair executing the same, with
35 such execution to constitute conclusive evidence of such officer's approval and the Authority's
36 approval of any changes therein from the forms of Interlocal Agreements attached hereto.
37 Section 5. Authorization of Series 2007 Bonds.
38 There is hereby authorized the issuance of not to exceed $800,000,000 in aggregate
39 principal amount, excluding any original issue discount and any original issue premium, of the
40 Series 2007 Bonds and the Authority shall pay certain related expenses, including fiscal, legal
41 and other incidental costs and charges and the funding of a debt service reserve fund, if deemed
42 necessary, in order to accomplish the same. The principal of the Series 2007 Bonds and the
Page 6 of 11
CHI-1580142v5
Res. No. HFA 2 -07 -3
1 premium, if any, and interest thereon shall not be deemed to constitute a debt, liability or
2 obligation of the City of South Miami, Florida, the Miami -Dade County Health Facilities
3 Authority, Miami -Dade County, Florida, Monroe County, Florida or the State of Florida or of
4 any political subdivision or agency thereof, but shall be payable solely from the revenues
5 provided therefor, and neither the faith and credit nor any taxing power of the City of South
6 Miami, Florida, the Authority, the Miami -Dade County Health Facilities Authority, Miami -Dade
7 County, Florida, Monroe County, Florida or the State of Florida or of any political subdivision
8 thereof is pledged to the payment of the principal of, premium, if any, or interest on the Series
9 2007 Bonds.
10
The Series 2007 Bonds shall:
11
(i)
be issued in an aggregate principal amount, excluding any original issue
12
discount and
original issue premium, not exceeding $800,000,000;
13
(ii)
be issued in fully registered form in such denominations as provided in the
14
executed Bond Indenture (hereinafter referred to);
15
(iii)
bear interest at stated fixed interest rates not exceeding 5.5 %;
16
(iv)
mature no later than 40 years from their date of issuance;
17
(v)
be dated as provided in the executed Bond Indenture; and
18
(vi)
be issued no later than 90 days after the date of this Resolution.
19 The exact principal amount of the Series 2007 Bonds, the number and respective amounts
20 of series or subseries thereof, the interest rates thereon, any mandatory sinking fund redemption
21 dates and amounts and the final maturity dates thereof shall be fixed, within the foregoing limits,
22 and the optional and mandatory redemption provisions thereof shall be fixed as provided in the
23 Bond Indenture hereinafter referred to and as approved by the Chair or Vice Chair of the
24 Authority executing the same, with such execution to constitute conclusive evidence of such
25 officer's approval and the Authority's approval of the final terms of the Series 2007 Bonds.
26 The Series 2007 Bonds shall be executed on behalf of the Authority by the manual or
27 facsimile signature of its Chair or Vice Chair and shall have impressed or printed by facsimile
28 thereon the corporate seal of the Authority attested with the manual or facsimile signature of a
29 Member of the Authority designated for such purpose as provided in Section 4 hereof.
30 In other respects the Series 2007 Bonds shall be in the forms, shall bear interest, shall be
31 executed and authenticated, shall be subject to redemption and shall be delivered as provided in
32 the Bond Indenture.
33 Section 6. Designation of Attesting; Member.
34 Zachary Mann, or, in the case of such Member's absence or inability to act, Hector Capo,
35 both Members of the Authority (together, the "Designated Members "), are hereby designated and
36 authorized on behalf of the Authority to attest to the seal of the Authority and to the signature of
Page 7 of 11
CHI - 1580142x5
Res. No. HFA 2 -07 -3
1 the Chair or Vice Chair of the Authority as they appear on the Series 2007 Bonds, the Bond
2 Indenture, the Loan Agreement, the Interlocal Agreements, the Bond Purchase Agreements, and
3 the Tax Exemption Agreement, each as previously or hereinafter referred to, and any other
4 documents which may be necessary or helpful in connection with the issuance and delivery of
5 the Series 2007 Bonds and in connection with the application of the proceeds thereof.
6 Section 7. Authorization of Execution and Delivery of Bond Indenture.
7 The Authority does hereby authorize and approve the execution by the Chair or Vice
8 Chair and any of the Designated Members of the Authority and the delivery of a Bond Trust
9 Indenture (the "Bond Indenture ") between the Authority and Wells Fargo Bank, N.A., as bond
10 trustee (the "Bond Trustee "), providing for the issuance thereunder of the Series 2007 Bonds and
11 setting forth the terms and provisions applicable to the Series 2007 Bonds, including a
12 description of the underlying security for the Series 2007 Bonds and expressing the contract
13 between the Authority and the holders thereof. The Bond Indenture shall be in substantially the
14 form attached hereto and marked Exhibit B, and the Bond Indenture is hereby approved, with
15 such changes therein as shall be approved by the Chair or Vice Chair executing the same, with
16 such execution to constitute conclusive evidence of such officer's approval and the Authority's
17 approval of any changes therein from the form of Bond Indenture attached hereto.
18 Section 8. Authorization of Execution and Delivery of Loan Agreement.
19 The Authority does hereby authorize and approve the execution by the Chair or Vice
20 Chair and any of the Designated Members of the Authority and the delivery of a Loan
21 Agreement (the "Loan Agreement ") between the Authority and the Borrowers, providing for the
22 loan of the proceeds of the Series 2007 Bonds to the Borrowers. The Loan Agreement shall be
23 in substantially the form attached hereto and marked Exhibit C, and the Loan Agreement is
24 hereby approved, with such changes therein as shall be approved by the Chair or Vice Chair
25 executing the same, with such execution to constitute conclusive evidence of such officer's
26 approval and the Authority's approval of any changes therein from the form of Loan Agreement
27 attached hereto.
28 Section 9 Approval of Master Trust Indenture and the Obligation.
29 The loan of Series 2007 Bond proceeds to the Borrowers will be evidenced by the Direct
30 Note Obligation (the "Obligation ") of BHSF payable to the Bond Trustee in a principal amount
31 equal to the aggregate principal amount of the Series 2007 Bonds, which Obligation will be
32 issued under the Master Trust Indenture dated as of May 1, 2007 (the "Master Indenture ") among
33 the Borrowers and Wells Fargo Bank, N.A., as master trustee (the "Master Trustee "). The
34 Authority hereby approves the execution by the Borrowers and the Master Trustee of the Master
35 Indenture (including the form of the Obligation as set forth therein), which shall be in
36 substantially the form attached hereto and marked Exhibit D, and the Master Indenture
37 (including the form of the Obligation as set forth therein) is hereby approved, with such changes
38 therein as shall approved by the Chair or Vice Chair executing the Loan Agreement, with such
39 execution of the Loan Agreement to constitute conclusive evidence of such officer's approval
40 and the Authority's approval of any changes therein from the form of Master Indenture
41 (including the form of the Obligation as set forth therein) attached hereto.
Page 8of11
CHI- 1580142v5
Res. No. HFA 2 -07 -3
1 Section 10. Authorization of Execution and Delivery of Tax Exemption Agreement.
2 The Authority does hereby authorize and approve the execution by the Chair or Vice
3 Chair of the Authority and the delivery of a Tax Exemption Agreement to be dated the date of
4 the issuance and delivery of the Series 2007 Bonds (the "Tax Exemption Agreement ") among the
5 Authority, the Bond Trustee and the Borrowers establishing a Rebate Fund thereunder in order to
6 provide for certain payments to the United States as required by applicable Treasury Regulations.
7 The Tax Exemption Agreement shall be in such form as is approved by the Chair or Vice Chair
8 executing the same, with such execution to constitute conclusive evidence of such officer's
9 approval and the Authority's approval of the form of Tax Exemption Agreement.
10 Section 11. Ratification of Preliminary Official Statement and Authorization of
11 Official Statement.
12 The Authority hereby ratifies the use and the distribution by the Underwriter of a
13 Preliminary Official Statement of the Authority and the Borrowers (the "Preliminary Official
14 Statement ") in connection with the offering of the Series 2007 Bonds. The Authority hereby
15 authorizes the use and distribution by the Underwriter of, and the Chair or Vice Chair of the
16 Authority is hereby authorized and empowered, for and on behalf of the Authority, to execute
17 and deliver, an Official Statement of the Authority and the Borrowers (the "Official Statement "),
18 in substantially the form of the Preliminary Official Statement attached hereto and marked
19 Exhibit E, in connection with the offering of the Series 2007 Bonds, but with such changes
20 therein as may be necessary to reflect the sale of the Series 2007 Bonds on the terms hereby
21 authorized and with such further changes therein as the Chair or Vice Chair shall deem necessary
22 or desirable as conclusively evidenced by such officer's execution thereof.
23 Section 12. Authentication and Delivery of Series 2007 Bonds.
24 Upon the execution of the Series 2007 Bonds in accordance with the provisions of the
25 Bond Indenture, the Chair or Vice Chair of the Authority shall deposit the same with the Bond
26 Trustee for authentication and delivery to or upon the instructions of the Underwriter. The Bond
27 Trustee is hereby requested to authenticate and deliver the Series 2007 Bonds in accordance with
28 the Bond Indenture. The Chair or Vice Chair shall receive and receipt for the proceeds of the
29 sale of the Series 2007 Bonds on behalf of the Authority and shall deposit said proceeds with the
30 Bond Trustee to be applied in the manner set forth in the Bond Indenture.
31 Section 13. Securities Laws.
32 The Authority does hereby authorize its Members, officials and officers to take or cause
33 to be taken all action deemed necessary or advisable in order to comply with the requirements of
34 the securities or "Blue Sky" laws of any jurisdiction in connection with the offering and sale of
35 the Series 2007 Bonds.
36 Section 14. Bond Validation.
37 Pursuant to Section 75.05(3), Chapter 75, Florida Statutes, as amended, the Authority
38 hereby elects not to validate the issuance of the Series 2007 Bonds.
Page 9 of 11
CHI- 15801420
Res. No. HFA 2-07-3
Section 15. Further Acts.
2 The Chair or Vice Chair and any of the Designated Members shall sign all necessary
3 documents on behalf of the Authority to comply with the requirements of the Bond Indenture
4 and the Bond Purchase Agreement and shall furnish the Borrowers and the Underwriter with
5 such further assurances as they may reasonably require of the Authority in connection with the
6 issuance and sale of the Series 2007 Bonds.
7 Section 16. Ratification of Acts,
8 All of the things and doings of the Members, officials, officers, agents and employees of
9 the Authority which are in conformity with the intent and purposes of this Resolution, whether
10 heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
11 Section 17. Severabilijy.
12 If any section, paragraph, clause or provision of this Resolution shall be held to be invalid
13 or ineffective for any reason, the remainder of this Resolution shall continue in full force and
14 effect, it being expressly hereby found and declared that the remainder of this Resolution would
15 have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or
16 provision.
17 Section 18. Effective Date; Conflicting Previous Resolutions Superseded.
18 This Resolution shall take effect immediately upon its adoption, and any provisions of
19 any previous resolutions in conflict with the provisions herein are hereby superseded.
Page 10 of 11
CHI-1580142v5
Res. No. HFA 2-07-3
PASSED AND ADOPTED this 23rd da,
ATTEST:
--I
" kORITY CLE-ICK
READ AND APPROVED AS TO FORM
... ..... ...
AVIH.G�RITY COUNSEE-----'-"-"
CHI-1580142v5
BOARD VOTE:
Chair Artecona:
Vice Chair Acker:
Member Garcia:
Member Capo:
Member Mann:
Page 11 of 11
3-0
Yea
Yea
absent
Yea
Yea